BURKINA FASO Law and Practice Contributed by: Bobson Coulibaly, Pierre Yanogo, Marie France Zagre and Diana Woba, SCP Yanogo Bobson
in approving certain aspects of the company’s life, such as financial statements, regulated agreements and profit distribution. The shareholders have rights and obligations. They have the right to vote on the company’s strategic decisions and are entitled to divi - dends. Although shareholders are not involved in the com - pany’s daily management, they do have the power to influence the company’s strategic decisions by hold - ing management to account and approving major decisions that are in the company’s best interests. 4.3 Shareholder Meetings For each type of company governed by the AUD - SCGIE, there is an obligation to hold an annual general meeting six months after the close of each financial year, which is 31 December. In addition, by law cer - tain decisions, such as a change of registered office or an increase in share capital, must be taken at an extraordinary general meeting. The rules governing the holding of general meetings are as follows: • The AUDSCGIE stipulates a minimum notice period of 15 days for convening shareholders’ meetings, unless shareholders waive the notice period. The notice of meeting must include identification of the company; the day, place and time of the meeting; the agenda; and the nature of the meeting (ordi - nary, extraordinary, special). • At an ordinary shareholders’ meeting, shareholders are entitled to the disclosure of summary financial statements, statutory auditors’ reports, manage - ment reports by the manager or the board of direc - tors, and so on. • Compliance with quorum requirements is also required, depending on the type of decisions to be taken, namely a simple majority of 50% plus one, or a qualified majority of two-thirds, unless the company’s articles of association provide for a higher majority. • Finally, the minutes of the meeting must record the date and place of the meeting; the full names of the shareholders present; the documents submitted for discussion; the text of the resolutions; a summary of the discussions; the resolutions put to the vote;
and the results of the votes, in accordance with Article 134 of the AUDSCGIE. 4.4 Shareholder Claims The main claims of shareholders against company or directors concern: • Unequal Distribution of Dividends: If shareholders consider that the company is distributing divi - dends in unfair or discriminatory ways, they can contest this practice in court. Article 889 of the AUDSCGIE stipulates that company directors who, in the absence of an inventory or by means of a fraudulent inventory, knowingly distribute fictitious dividends among shareholders or associates are liable to criminal penalties. • Decisions Prejudicial to Shareholders’ Interests: Shareholders may take legal action against the company or its directors if the latter make deci - sions prejudicial to shareholders’ legitimate inter - ests. • Violation of the Company’s Articles of Association: Shareholders may contest any action taken by the company or its directors which contravenes the provisions of the company’s articles of association. • Failure by Directors to Meet Their Obligations: Shareholders can remove directors from office if they fail to meet their obligations, and sue them if their actions cause them prejudice. 4.5 Shareholders in Publicly Traded Companies Disclosure by Shareholders in Publicly Traded Companies Obligation of information for publicly traded companies With regard to disclosure requirements, the provi - sions of Article 86 et al. of AUDSCGIE provide that companies offering shares to the public must publish a public information document in the country of the company’s registered office and, where applicable, in the other countries in which the public is solicited. This document contains the information necessary to enable investors to make an informed evaluation of the assets and liabilities, financial position, results and prospects of the issuer and any guarantors, as well as the rights attached to the shares. The document must be submitted for approval by the securities regulatory
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