COTE D’IVOIRE Law and Practice Contributed by: Andy Lionel Biaou, Evelyne Biaou and Marine Quintric, Houda Law Firm
of the operation, which they have noted during the examination of the documents that are communi - cated to them or of which they have knowledge in the exercise of their duties. The auditor is responsible, with respect to the compa - ny and third parties, for the harmful consequences of faults and negligence they may commit in performing their duties (insufficient investigation or certification of an inaccurate balance sheet, for example). Risk Management and Related Disclosures Management Report (Article 138 of the AUSCGIE) The manager, the board of directors or the managing director (as the case may be) is required to prepare a management report describing the company’s situation during the past financial year and its future outlook. This management report is submitted for the approval of the shareholders at the annual general meeting. Agreements between the company’s directors and the company In an SA with a board of directors (Article 438 of the AUSCGIE) and an SA with a managing director (Article 502 of the AUSCGIE), the regulated agreements are subject to the authorisation of the members of the board of directors and to the approval of the general meeting ruling on the summary financial statements. For a SARL (Article 350 of the AUSCGIE) and an SAS (Article 853-14 of the AUSCGIE), these agreements are subject to approval by the general meeting. Prohibited agreements The managers of a SARL (Article 356 of the AUSCGIE) and the directors of an SA (Article 450 of the AUS - CGIE) are prohibited from contracting loans from the company in any form whatsoever, from being granted an overdraft on a current account or otherwise, as well as from being guaranteed or endorsed by the com - pany in respect of their commitments to third parties. These acts are null and void. 6.2 Risk Management and Internal Controls Neither the AUSCGIE nor Ivorian domestic legisla - tion establishes a specific regulatory framework for the oversight of geopolitical risks or compliance with international sanctions at the board level.
However, such risks fall within the general duties of corporate governance bodies. Under the AUSCGIE, the board of directors (or equivalent management bodies) is responsible for determining the company’s strategic direction and overseeing its implementation, including the identification, assessment and manage - ment of risks affecting the company’s activities. In practice, geopolitical risks and compliance with international sanctions are addressed as part of broader enterprise risk management and compliance frameworks, particularly within large companies, financial institutions and subsidiaries of international groups. In addition, Côte d’Ivoire’s anti-money laundering and counter-terrorism financing framework (notably Ordi - nance No 2023-875 of 23 November 2023) imposes compliance obligations that indirectly contribute to monitoring risks related to international sanctions, including customer due diligence, transaction moni - toring and reporting obligations. In regulated sectors, particularly banking and finan - cial services, additional requirements imposed at the regional level (notably by the BCEAO and the WAEMU framework) require institutions to implement robust risk management, internal control and compliance systems, which may include monitoring sanctions- related risks. At the board level, oversight of such risks is there - fore not subject to specific statutory requirements but is generally exercised through the board’s overall responsibility for risk management, internal control systems and regulatory compliance.
7. Environmental, Social and Governance 7.1 ESG Requirements
There is currently no comprehensive cross-sectoral legal framework in Côte d’Ivoire imposing ESG-spe - cific reporting obligations on companies. OHADA law does not provide for ESG reporting require - ments as such. ESG considerations are therefore gen -
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