CÔTE D’IVOIRE Law and Practice Contributed by: Andy Lionel Biaou, Evelyne Biaou and Marine Quintric, Houda Law Firm
the questions asked by the shareholders. Within the same time limit, they must send a copy of the questions and their answers to the auditor, if there is one (Article 157 of the AUSCGIE). SA and SAS Shareholders Any shareholder who does not have managerial status may, twice a year, ask questions in writing of the chairperson of the board of directors, the CEO or the general manager (as the case may be) on any fact likely to jeopardise the continuity of the business. The chairperson of the board of directors or the CEO must then reply, in writing, within 15 days, to the questions asked by the shareholder. Within the same period, they must send a copy of the questions and their answers to the auditor (Article 158 of the AUSCGIE). The shareholder is also able to direct the actions of the corporate officers, thanks to: • the holding of ordinary general assemblies, during which the corporate documents are controlled and approved (summary financial statements, management reports, inventories, draft resolutions, the auditor’s report, and the auditor’s special report on regulated agree - ments (if any); • individual action (see 4.8 Consequences and Enforcement of Breach of Directors’ Duties ); and • corporate action (see 4.8 Consequences and Enforcement of Breach of Directors’ Duties ). 5.3 Shareholder Meetings All shareholders have the right to participate in the voting of collective decisions (Article 125 of the AUSCGIE). There are two kinds of collective decisions: ordinary decisions and extraordinary decisions (Article 132 of the AUSCGIE). These decisions can be taken within the framework of
general assemblies or by written consultation (Article 133 of the AUSCGIE). All the delibera - tions of the shareholders are noted by a minute (Article 134 of the AUSCGIE). The manager is in charge of convening the gen - eral meeting. In the event of their failure to do so, the auditor may substitute for the manager. Failing this, the shareholders may request the convening of the meeting in court. The methods of convening the meeting are set out in the articles of association. The ordinary general meeting congregates at least once a year (within six months of the end of the finan - cial year). An extension of the deadline may be requested from the president of the competent court ruling on a petition. The purpose of the ordinary general meeting is: • to approve the summary financial statements, the management report and the inventory (Article 140 of the AUSCGIe, for the SA, SARL and SAS) – to this end, the aforementioned documents are communicated at least 15 days before the meeting by the company directors; • to decide on the allocation of the result (Arti - cle 142 of the AUSCGIE); and • to determine the allocations to optional reserves, the share of profits to be distribut - ed, and the amount of any retained earnings (Article 144 of the AUSCGIE). In an SARL and an SA, the decisions are made by a majority of the votes present and repre - sented. The extraordinary general meeting takes extraor - dinary collective decisions (ie, decisions to amend the articles of association). It decides by
224 CHAMBERS.COM
Powered by FlippingBook