SENEGAL Law and Practice Contributed by: Khaled Abou El Houda and Malick Lo, Houda Law Firm
they preside. It is possible to appoint corporate directors, who appoint a permanent representa - tive to the board. The board appoints the chairperson of the board of directors from among the natural persons who are members of the board and also appoints the CEO of the company, who may be one third of the board. It may also be decided to appoint a chairperson and CEO who will combine both roles. The board of directors determines the com - pany’s strategic objectives and ensures their implementation. It controls and verifies the proper functioning of the company and set - tles matters regarding the company through its deliberations. The chair of the board of direc - tors presides over board meetings and general meetings. The chairperson must ensure that the board assumes control of the management of the company, which is entrusted to the CEO under the board’s oversight. The CEO is responsible for the general manage - ment of the company and represents the com - pany it in its relations with third parties. At the suggestion of the CEO or the chairperson/CEO, the board of directors may appoint one or more individuals to assist the CEO or the chairperson/ CEO as deputy CEO. The SA with a managing director (administrateur général) The managing director assumes responsibility for the administration and general management of the company. They represent it in its relations with third parties and convene and chair the general meetings of shareholders. The manag - ing director is vested with the broadest pow - ers to act in all circumstances on behalf of the company but must exercise these powers within
the limits of the corporate purpose and subject to those powers expressly attributed to share - holders’ meetings by the AUSCGIE and, where applicable, by the articles of association. At the suggestion of the managing director, the general meeting may mandate one or more dep - uty managing director(s) to assist the director, as well as decide other powers delegated to the deputy managing director. The SA is a suitable form of company for the establishment of joint ventures, for companies with significant investments to make, and for companies engaged in regulated banking or financial activities. SAS Introduced in the AUSCGIE in 2014, the SAS is a company set up by one or more sharehold - ers where the articles of association determines the organisation and operation of the company, subject to certain mandatory rules (eg, compe - tence of the shareholders’ general meeting to approve the accounts or amend the articles of association). The liability of the shareholders is limited to the contributions and there is no minimum share capital required to create an SAS. When creat - ed by a single shareholder, it is called a single- person simplified joint stock company ( société par actions simplifiée unipersonnelle , or SASU). The company is represented by a chairperson, appointed under the conditions provided for in the articles of association. The chairperson is vested with the broadest powers to act on behalf of the company within the limits of the corporate purpose.
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