CABO VERDE LAW AND PRACTICE Contributed by: Nelson Raposo Bernardo, Joana Andrade Correia, Júlio Martins Júnior and Manuel Esteves Albuquerque, Raposo Bernardo & Associados
of the share capital with voting rights must be present or represented. The general assembly decides by a majority of votes issued, whatever the percentage of share capital rep - resented therein, unless otherwise provided by law or the contract, and abstentions are not counted. The decision on changing the articles of association, merger, division, transformation, dissolution of the company or other matters for which the law requires a qualified majority without specifying it, must be approved by two thirds of the votes cast, whether the assembly meets in the first or second call. In a Public Limited Company ( Sociedade Anónima ), the board of directors is made up of at least three members (there must always be an odd number). However, the law allows administration to be entrusted to a single director whose turnover, for two consecu - tive years, is less than CVE10 million (GBP76,432.69). If a legal person is appointed director, they must appoint a natural person to hold the position in their own name. The board of directors can further delegate the man - agement and representation powers to one or more individuals, directors or third parties, or to an execu - tive committee. In the case of a Sociedade por Quotas , management is carried out by one or more natural persons (partners or non-partners). 3.2 Board Members The Companies Code establishes that the board of directors is a collegiate body. As a principle, the direc - tors collectively exercise the functions assigned to the board and they do not have any individual powers, except for the chairperson of the board. The chairper - son is in charge of organising and directing the work of the board of directors and reporting to the general meeting. 3. Directors and Officers 3.1 Board Structure
The board of directors may grant specific assignments to individual directors, in order to improve the cor - porate governance of the company and facilitate the board’s mission. 3.3 Board Composition The following composition requirements are in place: • The board of directors of a Sociedade Anónima is made up of at least three members (there must always be an odd number). • The board of directors of a Sociedade por Quotas is carried out by one or more natural persons (part - ners or non-partners). • Directors may be individuals or legal persons. If a legal person is appointed director, they must appoint a natural person to hold the position in their own name. • Along with the election of effective members of the board of directors, directors may be elected as substitutes in a number that does not exceed one third of the effective administrators. Special board of directors composition requirements may also apply to specific types of companies due to the special regime to which they are subject (eg, aviation, banking and finance). 3.4 Appointment and Removal of Directors/ The members of the board of directors are appointed in the by-laws or elected by the general assembly. The directors are appointed or elected for a period set out in the company’s articles of association, and in the absence of an appointment period, it is understood that the appointment is made for four calendar years, with re-election being permitted. The articles of association may stipulate that the elec - tion of the board of directors must be approved by a certain percentage of capital or that election of some of the directors must be approved by the majority of votes cast by a certain category of shares, as well as stating that certain categories of shares are granted the right to elect a certain number of directors, in a number not exceeding one third of the total. Officers Election
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