COTE D’IVOIRE Law and Practice Contributed by: Andy Lionel Biaou, Evelyne Biaou and Marine Quintric, Houda Law Firm
• company control; • dissolution of companies; • liquidation of companies; and • in the event of a public offering for savings. Law No 2017-727 of 9 November 2017 sets out the penalties for the offences referred to in the AUSCGIE. 3.9 Other Claims/Enforcement Against Directors/Officers Other bases for claims or enforcement against direc - tors or officers for breaches of corporate governance requirements in Côte d’Ivoire are as follows. Management Expertise Pursuant to Article 159 of the AUSCGIE, one or more shareholders representing at least one tenth of the share capital may – either individually or by grouping together in any form whatsoever – request the compe - tent court of the registered office, ruling within a short period of time, to appoint one or more experts to pre - sent a report on one or more management operations. Provisional Administration When the normal functioning of the company is made impossible, either because of the management, exec - utive or administrative bodies or because of the share - holders, the competent court, ruling within a short period of time, may decide to appoint a provisional administrator for the purpose of temporarily managing the company’s affairs (Article 160-1 of the AUSCGIE). Given that – according to the general law of civil liabil - ity – the potential liability of directors is likely to be implemented as soon as it can be established that they have committed errors in the performance of their duties and that these errors have had harmful conse - quences for the company, the shareholders or third parties, the liability of a director or officer can only be limited by proving that the damage results either from a force majeure or from a fault of the victim or of a third party. 3.10 Payments to Directors/Officers Article 325 of the AUSCGIE In a SARL, a manager’s duties may be performed either free of charge or with remuneration, under the conditions set out in the articles of association or in a
collective decision of the shareholders. The manager, when a shareholder, does not take part in the vote on the deliberations relating to their remuneration and their votes shall not be taken into account in calculat - ing the majority. Any deliberation taken in violation of Article 325 of the AUSCGIE is void. The determination of the remuneration is not subject to the regime of related-party agreements. In an SA, the ordinary general meeting may allocate to the directors, as remuneration for their activities, a fixed annual sum that it determines at its own discre - tion (commonly called “ jetons de présence ” in French). Unless otherwise provided for in the articles of asso - ciation, the board of directors is free to allocate the compensation among its members. The board of directors may also allocate exceptional remunera - tion to its members for the missions and mandates entrusted to them or authorise the reimbursement of travel expenses and expenses incurred in the com - pany’s interest, subject to the provisions concerning regulated agreements. A director may enter into an employment contract with the company if that contract corresponds to actual employment. Apart from sums received under an employment contract, the directors may not receive – in respect of their duties – any other remuneration (permanent or otherwise) than that provided for by the board of directors (Articles 430, 431 and 432 of the AUSCGIE). The CEO may be bound to the company by a contract of employment. The terms and amount of the remu - neration of the chairperson and managing director are fixed by the board of directors. Where necessary, the benefits in kind granted to them are fixed in the same manner as their remuneration. The CEO may not receive any other remuneration from the company (Article 466 of the AUSCGIE). In an SAS, the remuneration and benefits of the chair - person and any other potential directors are deter - mined by the articles of association and the share - holders.
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