ETHIOPIA Law and Practice Contributed by: Sisay Habte, Tibebe Zewdu, Michael Mengistu and Helina Bezabih, TBeST Law LLP
Unless expressly provided in the by-laws, the general manager represents the company in its dealings with third parties. In addition, the gen - eral manager has the power to: • sign and transfer negotiable instruments, especially commercial instruments, trans - ferable securities and documents of title to goods; • discharge responsibilities entrusted to them by the memorandum of association; • discharge responsibilities entrusted to them by the board of directors and implement its decisions; • prepare an annual work plan and budget of the company and implement the same upon approval by the board of directors; and • hire, manage and fire the employees of the company, as necessary. Secretary The role of the secretary is to: • organise and keep information and records of the company; • provide reports and other necessary informa - tion promptly to a concerned body; • provide information to shareholders and third parties; • organise meetings of shareholders and mem - bers of the board of directors; • prepare, organise and keep minutes; and • carry out other tasks assigned to it by the general manager and memorandum of asso - ciation. Auditor The auditor in both a private limited company and share company has significant responsibil - ity. Some of these duties include:
• discharge their duties following generally accepted accounting principles; • provide accurate information; • treat shareholders equally; • keep professional secrets; • keep the duty to inform of irregularities; • annually verify the correctness and accuracy of the inventories, balance sheets, and profit and loss accounts, books and other financial documents; • certify that the report submitted by the board of directors to the general meeting of shareholders reflects the correct state of the company; • provide written comment on the report of the board of directors to the general meeting of shareholders, recommend to the general meeting to approve or reject the accounts submitted by the directors and comment on the proposal for distribution of profits submit - ted by the directors; • call general meetings where the directors or supervisory board fails to call a meeting required by law or the memorandum of asso- ciation; • call general meetings where shareholders representing at least 10% of the capital so requests; and • carry out such other duties as may be assigned to them in the memorandum of association or by a general meeting of share - holders. 3.3 Decision-Making Processes Please see 3.2 Decisions Made by Particular Bodies and 5.3 Shareholder Meetings for the decision-making process for these bodies.
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