BURKINA FASO Law and Practice Contributed by: Bobson Coulibaly, Pierre Yanogo, Marie France Zagre and Diana Woba, SCP Yanogo Bobson
Shareholders’ Meeting Shareholders are the owners of the company and have the right to vote on major decisions, such as mergers and acquisitions, executive appointments, changes to the company’s by-laws, and other significant matters. 2.3 Decision-Making Processes Shareholders make their decisions at annual or extraordinary general meetings. Subject to the rules specific to each type of company under the provisions of the AUDSCGIE, certain companies, such as limited liability companies, may provide for written sharehold - ers’ consultations. The board of directors takes its decisions at meetings called by the chairman of the board. General management acts through deeds, contracts, notices, and memos, and supervises operational teams. A public limited company ( société anonyme ) governed by a board of directors may be managed in one of two ways. Under the first arrangement, a single indi - vidual serves simultaneously as both chairman and chief executive officer. In this combined role, the same person chairs the board of directors and bears overall responsibility for the general management of the com - pany. Under the second arrangement, the functions of chairman of the board and chief executive officer are distributed between two different persons, introducing a clear separation between the oversight and execu - tive functions. Within the board, specialised committees may be established to examine specific issues and provide focused input on particular matters. In summary, the board of directors is composed of directors headed by a chairman, who may or may not also hold the post of chief executive officer, depending on which of the two management structures the company has adopted. 3. Directors and Officers 3.1 Board Structure
• publish annual financial statements (balance sheet, profit and loss account, statement of source and application of funds and annexed statement) (Arti - cle 847 AUDSCGIE); • at the end of the first half of the year, publish an activity and results table and a half-yearly activ - ity report, accompanied by a certificate from the statutory auditor; • keep a register of registered shares (Article 746-1-2 AUDSCGIE); and • hold annual general meetings. These requirements are mandatory. 1.4 Stock Exchange Requirements Developments There have not been any recent changes to require - ments in our jurisdiction affecting corporate govern - ance. The principal management bodies of a company depend on the type of company. Essentially, these are the general meeting of shareholders, the board of directors, the general management with the general manager, and the deputy general manager. 2.2 Types of Decisions Board of Directors The board of directors determines the direction of the company’s business and ensures that it is implement - ed. It generally takes decisions relating to strategic planning, financial management, risk management, approval of regulatory and loan agreements, and approval of the financial statements. General Management The general management team, which, depending on the type of company, comprises the managing director(s), the general manager or chief executive officer, is responsible for the day-to-day running and management of the company. They generally take decisions relating to operational planning, budgeting and the implementation of the strategic objectives of the board of directors. 2. Corporate Management 2.1 Principal Bodies or Functions
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