SENEGAL Law and Practice Contributed by: Khaled Abou El Houda and Malick Lo, Houda Law Firm
3.3 Decision-Making Processes Decisions are taken by general meetings, which may be ordinary or extraordinary, and which decide according to the majority and quorum rules set out in the AUSCGIE or – in the case of the SAS – in the articles of association. These rules differ according to the corporate form (see 5.3 Shareholder Meetings for the majority and the type of decision). The general meetings are convened by the corporate representatives, fol - lowing a formal procedure prescribed by the AUSCGIE. The shareholders are convened at least 15 days before the meeting by hand-delivered letter against a receipt, or by registered letter with a request for acknowledgement of receipt, or by fax or email. The notice of meeting indicates the date, place and agenda of the meeting. The meeting cannot deliberate on a question that is not registered on its agenda. These decisions of the shareholders must be recorded in the minutes, which indicate the date and the place of the meeting, the names and first names of the shareholders present, the agenda, the documents and reports submitted for dis - cussion, a summary of the debates, the text of the resolutions put to the vote, and the results of the votes.
special meetings (see 5.2 Role of Shareholders in Company Management ). SAS Decision-Making The SAS is a company set up by one or more shareholders and whose articles of association freely provides for the organisation and opera - tion of the company. The company is repre - sented with regard to third parties by a presi - dent appointed under the conditions provided for by the articles of association. The president is vested with the broadest powers to act in all circumstances on behalf of the company, within the limits of the corporate purpose. The articles of association may provide for the conditions under which one or more persons other than the president, bearing the title of chief execu - tive officer or deputy chief executive officer, may exercise the powers conferred on the latter by the articles of association. The articles of association determines the deci - sions that must be taken collectively by the shareholders and stipulate the forms and con - ditions in which the decisions must be taken. However, the powers vested in the extraordinary and ordinary general meetings of joint stock companies are – under the conditions stipulated by the articles of association – exercised collec - tively by the shareholders in matters of: • increase, amortisation or reduction of capital; • merger; • demerger; • partial contribution of assets; • dissolution; • transformation into a company of another form; • appointment of auditors; • annual accounts; and • profits.
4. Directors and Officers 4.1 Board Structure
An SA may be managed by a board of directors consisting of at least three and not more than 12 members, who may or may not be shareholders. The articles of association may require that each director own a number of shares in the company for which they make determinations. This provi - sion shall not apply in the case of employees
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