BURKINA FASO Law and Practice Contributed by: Bobson Coulibaly, Pierre Yanogo, Marie France Zagre and Diana Woba, SCP Yanogo Bobson
4.3 Board Composition Requirements/ Recommendations Under the terms of Article 416 of the AUDSCGIE, a public limited company ( société anonyme ) with a board of directors is made up of at least three and no more than twelve members, whether shareholders or not, or employees or not. It fol - lows from this provision that the board of direc - tors must comprise a minimum of three and a maximum of twelve members. However, in the event of a public offering, the maximum number of members is increased to 15 and, in the event of a merger, the maximum is increased to the total number of directors in office for more than six months, without exceed - ing 24. In addition, the board of directors may also be composed of independent directors, for exam - ple members who have no personal or profes - sional ties with the company or its management, in order to ensure objective supervision. 4.4 Appointment and Removal of Directors/Officers Choice of Directors of a Company The first directors are appointed by the share - holders in the minutes. During the life of the com - pany, the directors are appointed by the ordinary general meeting. In the event of a merger, the extraordinary general meeting may appoint new directors. Dismissal of Directors of a Company According to Article 433 of the AUDSCGIE, directors may be dismissed at any time by the ordinary general meeting, which means that directors may be dismissed ad nutum, at their own discretion, without reason, notice or com - pensation.
Restrictions on the Choice of Directors of a Company Anyone can be appointed as a director, wheth - er they are a natural person or a legal entity, a shareholder or not, employed or not. However, there are restrictions on who can be appointed as a director. The main restrictions are as fol - lows. • Incompatibilities – certain persons may be incompatible with the office of director due to their status or activities. For example, per - sons convicted of certain criminal offences may be prohibited from sitting on the board of directors. • Term limits – there are limits on the number of terms a person may hold as a director. Thus, under Article 425 of the AUDSCGIE, a person may not simultaneously be a member of more than five boards of directors of public limited companies having their registered office in the territory of a contracting state. • The legal entities must appoint a permanent representative who is a natural person. • As far as the employee is concerned, the requirement in this case is that his or her employment contract must correspond to actual employment. 4.5 Rules/Requirements Concerning Independence of Directors The AUDSCGIe, does not provide for specific rules and requirements on the independence of directors. Although the independence of direc - tors is not mandatory under OHADA law, it is often recommended that boards of directors include a certain number of independent direc - tors to strengthen corporate governance. These directors can bring an objective and impartial perspective to board decisions and act as a counterweight to in-house directors.
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