COTE D’IVOIRE Law and Practice Contributed by: Andy Lionel Biaou, Evelyne Biaou and Marine Quintric, Houda Law Firm
3.5 Independence of Directors The AUSCGIE provides two mechanisms to prevent conflicts of interest between the company and its directors. The Rules of Non-Cumulation of the Roles of Legal Representatives (in an SA) For directors (in an SA with a board of directors) Subject to certain reservations, a natural person – either directly or as a permanent representative of a legal entity director – may not simultaneously belong to more than five boards of directors of SA companies that have their registered office in the territory of the same state party. Any natural person who, upon taking up a new term of office, finds themselves in breach of this rule must resign from one of their terms of office within three months of their appointment. For the president and managing director No person may simultaneously hold more than three offices as president and managing director of an SA that has its registered office in the territory of the same party state. Likewise, the role of president and managing director may not be held concurrently with more than two roles as general director or general manager of an SA that has its registered office in the territory of the same contracting state. Any natural person who, upon tak - ing up a new term of office, finds themselves in breach of this rule must resign from one of their terms of office within three months of their appointment. For the general director No person may simultaneously hold more than three offices as a general director of corporations that have their headquarters in the territory of the same state party. Similarly, the office of general director may not be held concurrently with more than two offices of president and general manager or of general manager, of an SA which has its registered office in the territory of the same contracting state. A director who, upon taking up a new term of office, is in violation of this rule must, within three months of their appointment, resign from one of their offices.
During the company’s life, the directors shall be appointed by the ordinary general meeting. However, in the event of a merger, the extraordinary general meeting may appoint new directors. Any appointment made in violation of the provisions of the articles of association is null and void. The term of office of the directors is freely determined by the articles of association but may not exceed six years in the case of appointment during the life of the com - pany and two years in the case of appointment by the articles of association or by the constituent general meeting. 3.2 Board Members The board of directors determines the company’s strategic objectives and ensures their implementa - tion. The board of directors has a chairperson and may entrust one or more of its members with special mandates for one or more specific purposes. 3.3 Board Composition The choice of directors is freely determined by the shareholders. There is no longer a quota rule requiring a balance between shareholder and non-shareholder directors, as was the case under the pre-2014 AUS - CGIE. However, the articles of association may require that each director own a number of shares of the com - pany for which they make decisions. In practice, the composition of the board of directors often mirrors the composition of the company’s shareholding. 3.4 Appointment and Removal of Directors/ Officers The directors or officers are appointed by the articles of association at the time of the company’s incorpora - tion or by the general meeting during the company’s life. The terms of appointment, re-election, replace - ment and dismissal are freely determined by the arti- cles of association. The directors may be re-elected unless the articles of association state otherwise. In an SA, the terms of office of the president and the managing director are aligned with those of the direc - tors. The termination of directors’ functions must be published in the commercial register.
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