CÔTE D’IVOIRE Law and Practice Contributed by: Andy Lionel Biaou, Evelyne Biaou and Marine Quintric, Houda Law Firm
1.3 Corporate Governance Requirements for Companies With Publicly Traded Shares Companies making a public offering of their shares in one or more OHADA contracting states or whose shares are listed on the stock exchange of one or more OHADA contracting states are required to have a board of directors. The boards of directors of the companies must be composed of at least three members and at most 15 members at the time a company’s shares are admitted to the stock exchange. However, in the event of a merger involving one or more companies whose shares are admitted to the stock exchange of one or more “state par- ties” , the number of members may exceed 15 (up to the total number of directors who have been in office for more than six months in the merged companies) but may not exceed 20. When the shares of the company are admitted to the stock exchange of one or more of the party states, no new directors may be appointed – nor may directors who have died or ceased to hold office be replaced – until the number of directors has been reduced to 15. If a company admitted to the stock exchange of one or more state par - ties is delisted from that stock exchange, the number of directors must be reduced to 12 as soon as possible. Within the various limits set out here, the number of directors is freely determined in the articles of association. The board of directors of the company is obliged to have an audit committee ( comité d’audit ). The audit committee is composed exclusively of directors who are not employees of the company or who do not hold a position as chair/CEO, CEO or deputy CEO within the company. The board of
directors ensures the competence of the direc - tors it appoints to the audit committee. The main tasks of the audit committee are to: • review the accounts and ensure the relevance and consistency of the accounting methods used to prepare the company’s consolidated and parent-company financial statements; • monitor the process of preparing financial information; • monitor the effectiveness of internal control and risk management systems; • issue an opinion on the auditors proposed for appointment by the general meeting; and • report regularly to the board of directors on the performance of its duties and inform the board of directors without delay of any dif - ficulties encountered. 2. Corporate Governance Context 2.1 Hot Topics in Corporate Governance No specific hot topics in the area of corporate governance have been identified in Côte d’Ivoire. 2.2 ESG Considerations There are no regulations on ESG issues in OHA - DA law. These provisions will, for example, be provided for by the board of directors or pro - vided for by the internal regulations on a case- by-case basis for companies that can draw on international regulations in this area. Ivorian law, if enacted, can also be a source of ESG requirements for companies. However, it must not be in conflict with OHADA laws.
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