SENEGAL Law and Practice Contributed by: Khaled Abou El Houda, Malick Lo, Chadi Safieddine and Mohamed Kamil, SCP Houda & Associés
imprisonment for individuals involved in money-laun - dering activities or who fail to comply with their report - ing obligations. Professional sanctions may also be imposed. 6. Audit, Risk and Internal Controls 6.1 External Auditors In the SA, the appointment of an auditor is mandatory. It takes place during the constitutive general meet - ing (for the first appointment). An SA making a public appeal for savings must appoint at least two auditors and two deputies. An SA that does not make a public offering is required to appoint one auditor and one substitute. As regards the other corporate forms, this appoint - ment is optional, except where the company exceeds certain thresholds (see 1.1 Forms of Corporate/Busi- ness Organisations ). The auditor’s duties include: • evaluating the contributions in kind realised at the time of the constitution of a SARL or an SA; • drafting the summary financial statements; • presenting the agreements between the company and its shareholders or its directors to the general meeting or the board of directors; and • making requests to the company’s directors con - cerning all facts likely to compromise the continuity 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 manag - ing director (as the case may be) is required to pre - pare 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 the Senegalese domestic legislation establishes a specific regulatory framework for board-level oversight of geopolitical risks or com - pliance with international sanctions. These issues are typically addressed through the board’s general risk management responsibilities and, where applicable, sector-specific regulations. In addition to the above, Senegalese law establishes a specific criminal regime for the most serious breaches by executives. Law No 13/2018 of April 19, 2018, on the punishment of offences provided for in the Uni - form Acts adopted pursuant to the OHADA Treaty, sets forth the penalties applicable to offences under seven Uniform Acts.
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