COTE D’IVOIRE Law and Practice Contributed by: Andy Lionel Biaou, Evelyne Biaou and Marine Quintric, Houda Law Firm
The appointment of one or more auditors is optional unless the SAS meets two of the following conditions at the end of the financial year: • a balance sheet total exceeding XOF125 million; • an annual turnover exceeding XOF250 million; and/ or • a permanent workforce of more than 50 people. An SAS that controls or is controlled by one or more companies is also required to appoint at least one auditor. This form of commercial company is appropriate for companies with diverse shareholder profiles – particu - larly where investors, project leaders, equity compa - nies and companies operating in the fields of servic - es and new technologies are among the company’s shareholders. 1.2 Corporate Governance Legislation and Regulation As Côte d’Ivoire is a member state of the Organisa - tion for the Harmonisation of Business Law in Africa ( Organisation pour l ’ Harmonisation en Afrique du Droit des Affaires or OHADA), company law in Côte d’Ivoire is subject to OHADA law – more specifically, to the AUSCGIE. The articles of association and the share - holders’ agreement are also sources of corporate governance. 1.3 Companies With Publicly Traded Shares Companies making a public offering of their shares in one or more OHADA contracting states or whose shares are listed on the stock exchange of one or more OHADA contracting states are required to have a board of directors. The boards of directors of the companies must comprise at least three and at most 15 members at the time when the company’s shares are admitted to the stock exchange. However, in the event of a merger involving one or more companies whose shares are admitted to the stock exchange of one or more “party states”, the number of members may exceed 15 (up to the total number of directors who have been in office for more than six months in the merged companies) but may not exceed 20. When the shares of the company are
admitted to the stock exchange of one or more of the state parties, no new directors may be appointed, nor may directors who have died or ceased to hold office be replaced, until the number of directors has been reduced to 15. If a company admitted to the stock exchange of one or more party states is delisted from that stock exchange, the number of directors must be reduced to 12 as soon as possible. Within the various limits set out here, the number of directors is freely determined in the articles of asso - ciation. The company’s board of directors is required to have an audit committee ( comité d ’ audit ). The audit com - mittee is composed exclusively of directors who are not employees of the company or who do not hold a position as chairperson/CEO, CEO or deputy CEO within the company. The board of directors ensures the competence of the directors it appoints to the audit committee. The main tasks of the audit committee are to: • review the accounts and ensure the relevance and consistency of the accounting methods used to prepare the company’s consolidated and parent- company financial statements; • monitor the process of preparing financial informa - tion; • monitor the effectiveness of internal control and risk management systems; • issue an opinion on the auditors proposed for appointment by the general meeting; and • report regularly to the board of directors on the performance of its duties and, without delay, inform the board of directors of any difficulties encoun - tered. 1.4 Stock Exchange Requirements Developments Ivorian-listed companies are admitted to trading on the Bourse Régionale des Valeurs Mobilières (BRVM), the regional stock exchange of the West African Economic and Monetary Union (WAEMU), based in Abidjan. The BRVM is regulated by the Autorité des Marchés Financiers de l ’ Union Monétaire Ouest Africaine (AMF-UMOA), formerly known as the Con-
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