BURKINA FASO Law and Practice Contributed by: Bobson Coulibaly, Pierre Yanogo, Marie France Zagre and Diana Woba, SCP Yanogo Bobson
3.2 Board Members The board of directors plays a crucial role in corporate governance. Here are some of its main roles: • Strategic Management: The board is responsible for defining the company’s strategic direction, ensuring that it is in the long-term interests of the company and its shareholders. • Appointment and Supervision of Senior Manage - ment: The board of directors appoints and super - vises the company’s senior executives, such as the chairman and chief executive officer (CEO) or the managing director (MD). It regularly assesses their performance and may decide to retain or dismiss them. • Supervision and Control: The board supervises the management of the company by its executives, ensuring that it complies with the law, the articles of association and the objectives set. In particular, it can appoint and dismiss directors and monitor their management. • Fiduciary Responsibility: Directors owe a duty of loyalty to the company and its shareholders. They must act in the company’s corporate interests, avoiding any conflicts of interest and taking deci - sions in the collective interests of the shareholders. • Financial Reporting: The board is responsible for approving the company’s annual financial state - ments and for communicating this information to shareholders and the regulatory authorities. • Communication with Shareholders: The board communicates regularly with shareholders, in particular by organising the annual general meeting and providing them with transparent information on the company’s performance. • Risk Management: The board assesses and man - ages the risks to which the company is exposed. • Representation of the Company: The board repre - sents the company in its dealings with third parties, including business partners, regulatory authorities
In the event of a public offering, the maximum number of members rises to 15. In the event of a merger, the ceiling increases further still, to the total number of directors who have been in office for more than six months, provided this figure does not exceed 24. The board of directors may also be composed of inde - pendent directors, for example members who have no personal or professional ties with the company or its management, in order to ensure objective supervision. 3.4 Appointment and Removal of Directors/ Officers Choice of Directors of a Company The first directors are appointed by the shareholders in the minutes. Throughout the life of the company, directors are appointed by the ordinary general meet - ing. In the event of a merger, the extraordinary general According to Article 433 of the AUDSCGIE, direc - tors may be dismissed at any time by the ordinary general meeting, which means that directors may be dismissed ad nutum – that is, at the general meeting’s discretion, without reason, notice, or compensation. Restrictions on the Choice of Directors of a Company meeting may appoint new directors. Dismissal of Directors of a Company In principle, any natural person or legal entity may be appointed as a director, irrespective of whether they are a shareholder or an employee. There are, however, several restrictions on eligibility: • Incompatibilities: Certain persons may be incom - patible with the office of director due to their status or activities. For example, persons convicted of certain criminal offences may be prohibited from sitting on the board of directors. • Term Limits: There are limits on the number of terms a person may hold as a director. Thus, under Article 425 of the AUDSCGIE, a person may not simultaneously be a member of more than five boards of directors of public limited companies having their registered office in the territory of a contracting state. • The legal entities must appoint a permanent repre - sentative who is a natural person.
and financial institutions. 3.3 Board Composition
Pursuant to Article 416 of AUDSCGIE, the board of directors of a limited company ( société anonyme ) must comprise a minimum of three and a maximum of 12 members, regardless of whether they are share - holders or employees.
84 CHAMBERS.COM
Powered by FlippingBook