BURKINA FASO Law and Practice Contributed by: Bobson Coulibaly, Pierre Yanogo, Marie France Zagre and Diana Woba, SCP Yanogo Bobson
4. Directors and Officers 4.1 Board Structure Structure of Boards of Directors
• Appointment and supervision of senior man - agement – the board of directors appoints and supervises the company’s senior execu - tives, such as the chairman and chief execu - tive officer (CEO) or the managing director (MD). It regularly assesses their performance and may decide to retain or dismiss them. • Supervision and control – the board super - vises the management of the company by its executives, ensuring that it complies with the law, the articles of association and the objectives set. In particular, it can appoint and dismiss directors and monitor their manage - ment. • Fiduciary responsibility – directors owe a duty of loyalty to the company and its share - holders. They must act in the company’s corporate interests, avoiding any conflicts of interest and taking decisions in the collective interests of the shareholders. • Financial reporting – the board is responsible for approving the company’s annual financial statements and for communicating this infor - mation to shareholders and the regulatory authorities. • Communication with shareholders – the board communicates regularly with share - holders, in particular by organising the annual general meeting and providing them with transparent information on the company’s performance. • Risk management – the board assesses and manages the risks to which the company is exposed. • Representation of the company – represents the company in its dealings with third par - ties, including business partners, regulatory authorities and financial institutions.
A public limited company ( société anonyme ) with a board of directors is managed by a chairman and chief executive officer. In this management mode, two different people hold the two posts. Also, the company can be managed by a chair - man of the board and a chief executive officer. In this case, the same person holds the two posts. Indeed, a public limited company with a board of directors is managed in two ways. The first is management by a chairman and chief executive officer. They chair the board of direc - tors and are responsible for the general manage - ment of the company. The second is the institution of a chairman of the board and a chief executive officer, where the functions of chairman of the board and chief executive officer are exercised by two different persons. Within the board, specialised committees may be set up to examine specific issues. In short, the board of directors is made up of directors headed by a chairman of the board of directors who may also holds the post of chief executive officer. 4.2 Roles of Board Members The board of directors plays a crucial role in cor - porate governance. Here are some of its main roles. • Strategic management – the board is respon - sible for defining the company’s strategic direction, ensuring that it is in the long-term interests of the company and its sharehold - ers.
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