SENEGAL Law and Practice Contributed by: Khaled Abou El Houda and Malick Lo, Houda Law Firm
of the directors it appoints to the audit commit - tee. The main tasks of the audit committee are to: • review the accounts and ensure the relevance and consistency of the accounting methods used to prepare the company’s consolidated and parent-company financial statements; • monitor the process of preparing financial information; • monitor the effectiveness of internal control and risk management systems; • issue an opinion on the auditors proposed for appointment by the general meeting; and • report regularly to the board of directors on the performance of its duties and inform the board of directors without delay of any dif - ficulties encountered. 2. Corporate Governance Context 2.1 Hot Topics in Corporate Governance The Ministerial Order of 2 September 2022 spec - ifying the modalities of identification, declara - tion, conservation and control of information on beneficial owners imposes on legal persons and legal arrangements (ie, trusts and fiduciaries): • an obligation to identify beneficial owners and to keep a register of beneficial owners; and • an obligation to declare to the tax authorities information on beneficial owners. It is mandatory to file declarations with the tax authorities: • on the creation of the taxable person; • on the anniversary of its incorporation (for those not subject to income tax); and
• within 15 days of an event making it neces - sary to modify the information on the benefi - cial owners (eg, death, transfer of shares). A platform has been deployed to enable taxpay - ers to comply with their obligations. Any failure to comply with the above-mentioned provisions is effectively sanctioned by a fine of XOF1 million due as many times as there are documents or information that is either: There are no regulations on ESG issues in OHA - DA law. These provisions will, for example, be provided for by the board of directors or pro - vided for by the internal regulations on a case- by-case basis for companies that can draw on international regulations in this area. In specific sectors such as extractive industries, the most recent legislations impose transpar - ency obligations with regard to revenues paid to the state. • requested and not produced; or • omitted, incomplete or inaccurate. 2.2 ESG Considerations 3. Management of the Company 3.1 Bodies or Functions Involved in Governance and Management In general, in commercial companies: • the management body, the officers, and the board have – within the time limits set forth in the AUSCGIE for each type of company – full powers to bind the company towards third parties without having to produce a special power of attorney and any limitations on their legal powers by the articles of association
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