BURKINA FASO Law and Practice Contributed by: Bobson Coulibaly, Pierre Yanogo, Marie France Zagre and Diana Woba, SCP Yanogo Bobson
Board of Directors The board of directors determines the direction of the company’s business and ensures that it is implemented. It generally takes decisions relat - ing to strategic planning, financial management, risk management, approval of regulatory and loan agreements, and approval of the financial statements. General Management The general management team, which, depend - ing on the type of company, comprises the managing director(s), the general manager or chief executive officer and is responsible for the day-to-day running and management of the company. They generally take decisions relat - ing to operational planning, budgeting and the implementation of the strategic objectives of the board of directors. Shareholders’ Meeting Shareholders are the owners of the company and have the right to vote on major decisions, such as mergers and acquisitions, executive appoint - ments, changes to the company’s bylaws, and other significant matters. 3.3 Decision-Making Processes Shareholders make their decisions at annual or extraordinary general meetings. Subject to the rules specific to each type of company under the provisions of the AUDSCGIE, certain com - panies, such as limited liability companies, may provide for written shareholders’ consultations. The board of directors takes its decisions at meetings called by the chairman of the board. General management acts through deeds, con - tracts, notices, memos and supervises opera - tional teams.
may include specific disclosure requirements for certain high-risk sectors or industries. This may involve publishing annual ESG perfor - mance reports or participating in voluntary reporting initiatives. • Environmental risk management – companies are required to identify, assess and manage the environmental risks associated with their activities. This may include, energy, pollution water, earth, ground and air. • Social and community impact – companies must take into account the social impact of their activities on local communities. This may include the creation of local jobs, respect for human rights, consultation with communities affected by their operations and local content in the mining sector. There is also a draft law on local content in all sectors. • Corporate governance – companies are required to comply with corporate govern - ance and transparency standards. This may include putting in place disclosure of execu - tive remuneration and registries of ultimate beneficial owners. 3. Management of the Company 3.1 Bodies or Functions Involved in Governance and Management The principal management bodies of a compa - ny depend on the type of company. Essentially, these are the general meeting of shareholders, the board of directors, the general management with the general manager, and the deputy gen - eral manager. 3.2 Decisions Made by Particular Bodies The types of decisions of each body are as fol - lows.
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