CABO VERDE LAW AND PRACTICE Contributed by: Nelson Raposo Bernardo, Joana Andrade Correia, Júlio Martins Júnior and Manuel Esteves Albuquerque, Raposo Bernardo & Associados
2. Corporate Management 2.1 Principal Bodies or Functions Principal Bodies of Public Limited Companies (Sociedades Anónimas or SAs) Management board Generally, there are a minimum of three members. Management can be entrusted to one director if the turnover for two consecutive years is expected to be less than CVE10 million. In addition to the election of the effective members of the board of directors, substitute directors must be elected in numbers not exceeding one third of the effective directors – this means three effective members and one substitute member, or one effective member and one substitute. A supervisory board Composed of three members or one auditor – a mem - ber of the supervisory board or the auditor must be certified. A shareholder meeting The board of the general assembly is composed of a president and a secretary. An auditor Applicable in case of large companies and listed com - panies. Principal Bodies of Limited Companies (Sociedades por Quotas) Management board The company is governed by management by one or more directors. A shareholder meeting The board of the general assembly is composed of a president and a secretary. A supervisory board An auditor is not mandatory, but companies that do not have a supervisory body must appoint a certi - fied auditor to carry out the statutory audit if turnover is greater than CVE10 million and/or the number of employees is more than ten.
• The existence of the certified auditor as an autono - mous body, not being part of the Supervisory Board. • The Supervisory Board must include at least one member who has a higher education degree appro - priate to the exercise of their functions and knowl - edge in auditing or accounting, and that member must be independent. • The Supervisory Board must be composed of a majority of independent members. The members of the board of a general meeting: • are subject to the incompatibility regime; • must be independent; • may only be removed by the general assembly with just cause; and • may only receive fixed remuneration. As for the members of the management body, a regime prohibiting the waiver of deposits to hold administra - tors liable is established. The Conduct Code (Circular 3/2012), issued by the Cabo Verdean stock exchange, lays down further rules on the corporate governance of listed companies. 1.2 Corporate Governance Legislation and Regulation See 1.1 Corporate Forms and Governance Require- ments . 1.3 Companies With Publicly Traded Shares See 1.1 Corporate Forms and Governance Require- ments . 1.4 Stock Exchange Requirements Developments There have been no recent changes.
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