CABO VERDE Trends and Developments Contributed by: Nelson Raposo Bernardo, Joana Andrade Correia, Manuel Esteves de Albuquerque and Júlio Martins Júnior, Raposo Bernardo & Associados
Conclusion The reform introduced by the Commercial Compa - nies Code of Cabo Verde represents a relevant step in the process of modernising Cabo Verdean corporate law and reinforcing the guarantees granted to minor - ity shareholders. Far from questioning the legitimacy of the majority principle as the foundation for corpo - rate decision-making, the legislator sought to frame it within a system of checks and balances intended to ensure that the exercise of corporate power remains compatible with the principles of good faith, loyalty, transparency and the pursuit of the corporate interest. The various mechanisms analysed throughout this article reveal a consistent concern with preventing situations of abuse of power and promoting a govern - ance model based on accountability and the equitable treatment of shareholders. Their articulation demon - strates that the protection of minority shareholders does not constitute an isolated concern of the legisla - tor, but rather a structuring element of the corporate governance architecture established by the Code. On the other hand, the increasing internationalisa - tion of markets and the consolidation of international standards of corporate governance show that the quality of the legal framework for investor protection constitutes a determining factor for attracting invest - ment, developing the private sector and strengthening economic institutions. In this field, the Cabo Verdean regime reveals a significant convergence with the prin - ciples advocated by the OECD, particularly regarding transparency, the protection of shareholder rights, and the accountability of management bodies. It is in this balance between authority and control, between power and responsibility, that one of the essential foundations of modern corporate govern - ance and the trust necessary for the sustainable development of business activity resides.
tribute to the protection of corporate assets and to the accountability of directors who violate the duties inherent to the exercise of their functions. From this perspective, the derivative action for liability not only protects the individual interests of minority shareholders; it plays a broader function of reinforcing transparency, management integrity and the account - ability of board bodies, contributing to a culture of greater responsibility in the conduct of corporate affairs. This is a solution that finds a clear parallel in the OECD Principles of Corporate Governance, according to which shareholders must have effective mechanisms to demand the accountability of direc - tors and to react to behaviours capable of harming the company or compromising investor confidence. The participation of minorities in corporate governance Another relevant aspect is the possibility of direct par - ticipation by minority shareholders in the composition of corporate bodies. Article 316 provides for special election mechanisms for directors, designed to ensure minority representation. Under certain circumstances, a minority representing at least 10% of the share capital may directly appoint a director. In the area of supervision, Article 339 allows shareholders holding at least 10% of the share capital to judicially obtain the appointment of special auditors to sit on the audit board ( conselho fiscal ). These solu - tions seek to ensure that the minority has an effective voice within the corporate bodies. By ensuring that minorities have institutional chan - nels to make their voices heard and to monitor the management of the company, the Cabo Verdean leg - islator has promoted a model of balance of powers more consistent with the principles of transparency, accountability and equitable treatment of sharehold - ers enshrined by international best practices of cor - porate governance.
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