CÔTE D’IVOIRE Law and Practice Contributed by: Andy Lionel Biaou, Evelyne Biaou and Marine Quintric, Houda Law Firm
entails the unenforceability of the modifications/ actions carried out.
commit in the performance of their duties (insuf - ficient investigation or certification of an inac - curate balance sheet, for example). 7.2 Requirements for Directors Concerning Management Risk and Internal Controls Management Report (Article 138 of the AUSCGIE) The manager, the board of directors, or the gen - eral manager (as the case may be) is required to prepare a management report in which they describe the situation of the company during the past financial year, as well as its future situ - ation. This management report is submitted to the approval of the shareholders at the annual general meeting. Agreements Between the Company’s Directors and the Company In an SA with a board of directors (Article 438 of the AUSCGIE) and an SA with a general man - ager (Article 502 of the AUSCGIE), the regulated agreements are subject to the authorisation of the members of the board of directors and to the approval of the general meeting ruling on the summary financial statements. For a SARL (Article 350 of the AUSCGIE) and an SAS (Article 853-14 of the AUSCGIE), these agreements are subject to approval by the general meeting. Prohibited Agreements The managers of a SARL (Article 356 of the AUS - CGIE) and the directors of an SA (Article 450 of the AUSCGIE) are prohibited from contract - ing loans from the company in any form what - soever, from being granted an overdraft on a current account or otherwise, as well as from being guaranteed or endorsed by the company in respect of their commitments to third parties. These acts are null and void.
7. Audit, Risk and Internal Controls 7.1 Appointment of External Auditors In the SA, the appointment of an auditor is man - datory. It takes place during the constitutive gen - eral meeting (for the first appointment). An SA making a public appeal for savings is required to appoint at least two auditors and two depu - ties. An SA that does not make a public offer - ing is required to appoint one auditor and one substitute. As regards the other corporate forms, this appointment is optional, except where the com - pany exceeds certain thresholds (see 1.1 Forms of Corporate/Business Organisations ). The auditor’s duties include: • evaluating the contributions in kind realised at the time of the constitution of a SARL or an SA; • drafting the summary financial statements; • presenting the agreements between the com - pany and its shareholders or its directors to the general meeting or the board of directors; and • making requests to the company’s directors concerning all facts likely to compromise the continuity of the operation, which they have noted during the examination of the docu - ments that are communicated to them, or of which they have knowledge in the exercise of their duties. The auditor is responsible, with respect to the company and third parties, for the harmful con - sequences of the faults and negligence they may
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