CÔTE D’IVOIRE Law and Practice Contributed by: Andy Lionel Biaou, Evelyne Biaou and Marine Quintric, Houda Law Firm
association or in a collective decision of share - holders. The determination of the remuneration is not subject to the regime of related-party agreements. In an SA, the ordinary general meeting may allo - cate to the directors ‒ as remuneration for their activities – a fixed annual sum that it determines at its own discretion (commonly called “jetons de présence” in French). Unless otherwise provided for in the articles of association, the board of directors is free to allo - cate the compensation among its members. The board of directors may also allocate to its mem - bers exceptional remuneration for the missions and mandates entrusted to them or authorise the reimbursement of travel expenses and expenses incurred in the interest of the company, subject to the provisions concerning regulated agree - ments. A director may enter into an employment con - tract with the company if that contract corre - sponds to actual employment. Apart from sums received under an employment contract, the directors may not receive ‒ in respect of their duties ‒ any other remuneration (permanent or otherwise) than that provided for by the board of directors (Articles 430, 431 and 432 of the AUSCGIE). The CEO may be bound to the company by a contract of employment. The terms and amount of the remuneration of the chairperson and gen - eral manager are fixed by the board of directors. Where necessary, the benefits in kind granted to them shall be fixed in the same manner as their remuneration. The CEO may not receive any other remuneration from the company (Article 466 of the AUSCGIE).
In the SAS, the remuneration and benefits of the chairperson and of the potential other directors are determined by the articles of association and the shareholders. 4.11 Disclosure of Payments to Directors/Officers No public disclosure obligation in relation to the remuneration, fees or benefits payable to directors and officers for companies has been identified, except for publicly traded companies. Indeed, Article 831-2 of the AUSCGIe, requires the disclosure of the report prepared by the chairperson of the board of directors containing – in addition to the composition of the board of directors and its operating conditions ‒ the com - pensation allocated to the corporate officers. Regarding other disclosures, pursuant to Arti - cle 432 of the AUSCGIE, the exceptional remu - neration of directors for missions and mandates entrusted to them – or the reimbursement of travel expenses and expenses incurred in the interest of the company – must be the subject of a special report by the auditor to the general meeting. 5. Shareholders 5.1 Relationship Between Companies and Shareholders A shareholder is a natural or legal person who makes a contribution (in kind, cash or industry) to the company. In return, the company delivers shares (Articles 7 and 51 of the AUSCGIE). The status of shareholder is regulated by Articles 7 to 9 of the AUSCGIE. Those persons who can - not be shareholders are:
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