CABO VERDE LAW AND PRACTICE Contributed by: Nelson Raposo Bernardo, Joana Andrade Correia, Júlio Martins Júnior and Manuel Esteves Albuquerque, Raposo Bernardo & Associados
2.2 Types of Decisions The powers and types of decisions made by the cor - porate bodies differ depending on the corporate form of the company. Sociedade Anónima The board of directors is competent to determine the strategic orientations of the company’s business and ensure their implementation within the limits of the company’s interest. The board of directors is respon - sible for managing the activities of company, and must be subordinated to the deliberations of the general meeting, or interventions of the supervisory board, only in cases where the law or company articles so determine. In particular, the board of directors: • chooses its president, except when the company’s articles of association attribute this responsibility to the shareholders; • requests to convene general meetings; • prepare and submit the annual reports and accounts to be submitted for shareholder approval; • handle acquisition, disposal and encumbrance of real estate; • provision of personal or real guarantees and deposits by the company; • opening or closing of establishments or important parts thereof; • important extensions or reductions in the com - pany’s activity; • establishment or termination of lasting and impor - tant co-operation with other companies; • change of headquarters and capital increases, under the terms set out in the articles of associa - tion; • merger, spin-off and company transformation pro - jects; and • any other matter on which any administrator requires deliberation by the board. The CEO and the deputy CEOs, if any, are in charge of the day-to-day management of the company, within the limits of the corporate object of the company and the board of directors’ powers. Sociedade por Quotas In the Sociedade por Quotas , the managing directors have the broadest powers to manage the company
and represent it to third parties, within the limits of the corporate purpose and shareholders’ powers. Refer to 4.2 Role of Shareholders for a description of the shareholders’ decision-making powers. 2.3 Decision-Making Processes The decisions of the board of directors are adopted either following a board meeting (held in-person or via a tele-conference), or by having all directors sign a decision. The board of directors meets whenever it is called to by the president or by two other administrators. The board of directors must meet at least once each month, unless otherwise provided for in the articles of association. The directors must be asked to convene in writing, with adequate advance notice, except when the contract of the company or a board regulation provides for the meeting on pre-fixed dates or another form of call. The board of directors cannot deliberate without being present or represented by the majority of its members. Decisions are taken by majority vote of directors pre - sent or represented. Shareholders’ meetings are called by the president or, in the special cases provided for by law, by the supervisory board or by the court, at least 21 days in advance. The shareholders who, according to the law and the by-laws, are entitled to at least one vote, have the right to be present at the general meeting and discuss and vote at such meeting. As a rule, the general assembly can make decisions, in the first call, regardless of the number of sharehold - ers present or represented. During the second call, the assembly may decide regardless of the number of shareholders present or represented and the capital represented by them. So that the general assembly can deliberate in the first call on matters for which the law requires a quali - fied majority, shareholders holding at least one third
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