SENEGAL Law and Practice Contributed by: Khaled Abou El Houda and Malick Lo, Houda Law Firm
1.3 Corporate Governance Requirements for Companies With Publicly Traded Shares Companies making a public offering of their shares in one or more OHADA contracting states or whose shares are listed on the stock exchange of one or more OHADA contracting states are required to have a board of directors. The boards of directors of the companies must be composed of at least three members and at most 15 members at the time a company’s shares are admitted to the stock exchange. However, in the event of a merger involving one or more companies whose shares are admitted to the stock exchange of one or more “party states” , the number of members may exceed 15 (up to the total number of directors who have been in office for more than six months in the merged companies) but may not exceed 20. When the shares of the company are admitted to the stock exchange of one or more of the state parties, no new directors may be appointed – nor may directors who have died or ceased to hold office be replaced – until the number of directors has been reduced to 15. If a company admit - ted to the stock exchange of one or more party states is delisted from that stock exchange, the number of directors must be reduced to 12 as soon as possible. Within the various limits set out here, the number of directors is freely determined in the articles of association. The board of directors of the company is obliged to have an audit committee ( comité d’audit ). The audit committee is composed exclusively of directors who are not employees of the company or who do not hold a position as chairperson/ CEO, CEO or deputy CEO within the company. The board of directors ensures the competence
The articles of association freely determines the decisions that must be taken collectively by the shareholders and stipulate the conditions and forms in which the shareholders must take these decisions. Decisions taken in violation of the statutory clauses are null and void. The appointment of one or more auditors is optional unless the SAS meets two of the fol - lowing conditions at the end of the financial year: • a balance sheet total exceeding XOF125 mil - lion; • an annual turnover exceeding XOF250 million; and/or • a permanent workforce of more than 50 people. An SAS that controls or is controlled by one or more companies is also required to appoint at least one auditor. This form of commercial company is appropriate for companies with diverse shareholder profiles – ie, particularly where investors and project lead - ers, equity companies, and companies operat - ing in the field of services and new technologies are among the company’s shareholders. 1.2 Sources of Corporate Governance Requirements As Senegal is a member state of the Organisa - tion for the Harmonisation of Business Law in Africa ( Organisation pour l’Harmonisation en Afrique du Droit des Affaires , or OHADA), com - pany law in Senegal is subject to OHADA law – more specifically, to the AUSCGIE. The articles of association and the shareholders’ agreement are also sources of corporate governance.
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