BENIN Trends and Developments Contributed by: Nicolin Assogba, D2A SCPA
Reforming the Governance of Public Enterprises in Benin The Beninese State is not only a regulator: it is also an entrepreneur. Through its public enterprises, it oper - ates in water, energy, port infrastructure, agribusiness and finance – strategic sectors where its governance choices weigh directly on the economy. Yet these enterprises long suffered from a fragmented frame - work and a management culture closer to that of the administration than to that of a business. In recent years, Benin has embarked on a methodical reform aimed at professionalising the governance of this pub - lic portfolio and bringing it closer to the standards expected of private and listed companies. This still- ongoing development is of direct interest to investors, lenders and partners who contract with the state or alongside it. The reach of the state as an economic actor To understand why the governance of public enter - prises matters, one must first grasp the scale of the state’s economic footprint. In Benin, these entities are not a marginal phenomenon: they sit at the con - trols of the economy, from the port of Cotonou – the country’s principal gateway for trade – to electricity, drinking water, telecommunications, agribusiness and the industrial zones that anchor the government’s transformation agenda. When the state decides how such entities are governed, it is, in effect, shaping the conditions under which the wider economy operates. This footprint has grown rather than shrunk. The cur - rent public-investment drive has multiplied the crea - tion of dedicated companies tasked with delivering large infrastructure and industrial projects, frequently as the preferred vehicle for mobilising private and international financing. Reforming their governance is therefore not a technical afterthought but a precon - dition for the success of the country’s development strategy, which the authorities have set out in a long- term national vision. It is also a matter of risk. Because public enterprises handle substantial public resources and operate in strategic sectors, weaknesses in their governance have consequences well beyond their own balance sheets – for public finances, for the quality of essential services and for the state’s credibility with its partners.
This is the backdrop against which the 2020 reform should be read. A new statutory foundation for the state’s economic arm Before this reform, the governance of public enter - prises rested on a patchwork of texts and practices that varied from one entity to another. Boards often functioned as extensions of the supervising ministry, lines of accountability were blurred and the disciplines of company law were applied unevenly. The result was a sector in which the rules of the game were neither uniform nor fully predictable – a real obstacle for part - ners and funders seeking clarity. The turning point came with the law of 2 September 2020 on public enterprises, which unified this scat - tered landscape. The legislation clearly distinguish - es public establishments, state-owned companies whose capital is entirely public and majority state-par - ticipation companies, and it subjects them to Organi - zation for the Harmonization of Business Law in Africa ( Organisation pour l ’ Harmonisation en Afrique du Droit des Affaires ; OHADA) company law, supplemented by specific national rules. Without going into the detail of the mechanisms, the essential point is a change of philosophy: the public enterprise is now conceived as a genuine company, equipped with accountable bod - ies and subject to performance requirements. This reform has not turned in on itself. It is accom - panied by a continuing wave of incorporations and restructurings of state-owned companies, through which the state chooses to intervene in corporate rather than administrative form. In 2025 again, the government created new infrastructure companies – in water as well as in maritime and inland-waterway transport – and appointed the members of their bod - ies. This movement reflects a conviction: corporate form, better than the administrative agency, makes it possible to attract financing, to contract on objectives and to render account. From administrative body to managed enterprise The reform first changed the way public enterpris - es are run. Boards of directors are no longer mere relays of the supervisory authority: their members are appointed on the basis of their experience in the
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