BENIN Law and Practice Contributed by: Nicolin Assogba, D2A SCPA
on its controls to the meeting and may trigger an alert procedure where it identifies facts compromising the continuity of operations. Its civil and criminal liability may be engaged, and statutory incompatibilities safe - guard its independence. The Case of Listed Companies For listed companies, the appointment of the statu - tory auditors is subject to prior approval by the AMF- UMOA, which thereby strengthens control over the quality of the financial information disseminated on the market. 6.2 Risk Management and Internal Controls The Absence of a Dedicated Geopolitical-Risk Regime Beninese law does not establish a specific regime for the oversight of “geopolitical risk” as such, and no reg - ulator monitors it on that basis. This risk is addressed indirectly, through the risk-management, internal-con - trol and compliance systems that companies put in place, the intensity of which varies by sector. In unregu - lated companies, its treatment falls within the board’s general responsibility for risk control. Compliance With International Sanctions Compliance with international financial sanctions is primarily ensured by the regional framework. The WAMU regulation on the freezing of funds in the con - text of combating the financing of terrorism, and the uniform AML law transposed by Law No 2024-01, require the implementation of targeted financial sanc - tions, namely the freezing of assets and prohibitions designed to prevent funds from being made available to designated persons and entities. The Central Bank of West African States ( Banque Centrale des États de l ’ Afrique de l ’ Ouest ; BCEAO and the WAMU Banking Commission oversee compliance with these obliga - tions by financial institutions. Board-Level Oversight Board-level oversight is most structured in regulated sectors. The WAMU Banking Commission controls the governance, risk management and AML systems of credit institutions, and may impose disciplinary and pecuniary penalties. The BCEAO instructions of March 2025 on customer due diligence, compliance and internal control further reinforce these require -
ments. Outside the regulated sectors, it falls to the board to integrate these obligations into its own inter - nal-control system. 7. Environmental, Social and Governance 7.1 ESG Requirements The Absence of a Mandatory ESG Reporting Framework Beninese law does not, to date, impose a general non-financial reporting obligation comparable to the regimes in force in certain developed jurisdictions. ESG considerations are taken into account in a sector- based and fragmented manner, through environmen - tal law and its impact assessments, through labour law and through the governance rules applicable to companies. There is, therefore, no single ESG disclo - sure standard binding on all companies. Requirements Applicable to Listed Companies For listed companies, the BRVM Governance Code incorporates the sustainability dimension and invites issuers to take into account the expectations of their stakeholders, on a “comply or explain” basis. In addi - tion, the regional market is developing a framework dedicated to green, social and sustainability (GSS) bonds, the issuance of which requires specific disclo - sure on the use of proceeds and their impact. These requirements, still targeted, concern issuers of sustain - able instruments more than companies as a whole. 7.2 ESG Developments A Build-Up Phase Contrary to the Retreat Seen Elsewhere While several jurisdictions are experiencing a retreat from ESG discourse, the regional financial market is moving in the opposite direction, gradually building a sustainable-finance ecosystem. This orientation is driven by the search for investor appeal and by the region’s climate-financing needs, rather than by bind - ing disclosure obligations. The movement remains emerging, but real. The Components That are Changing The environmental component is the most active, through the development of GSS bonds: in April 2024,
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