SENEGAL Law and Practice Contributed by: Khaled Abou El Houda and Malick Lo, Houda Law Firm
appointed as directors. Every director must, on the day of their appointment, hold the number of shares required by the articles of association or during their term of office. In the case of an infringement, the director must resign from their office within three months of their appointment or ‒ if the infringement occurs during their term of office – within three months of the date of the transfer of shares giving rise to the infringement. At the end of this period, the director shall be deemed to have resigned from their mandate and must return the remuneration received (in whatever form) without the validity of the deliberations in which they took part being called into question. The auditors exercise a supervisory role and must disclose any violations in their report to the annual general meeting. The first directors are appointed by the articles of association or, where appropriate, by the constituent general meeting. During the life of the company, the directors shall be appointed by the ordinary general meeting. However, in the event of a merger, the extraordi - nary general meeting may appoint new directors. Any appointment made in violation of the provi - sions of the articles of association is null and void. The term of office of the directors is freely determined by the articles of association, but may not exceed six years in the case of appoint - ment during the life of the company and two years in the case of appointment by the arti - cles of association or by the constituent general meeting. 4.2 Roles of Board Members The board of directors determines the com - pany’s strategic objectives and ensures their
implementation. The board of directors has a chairperson and may entrust one or more of its members with special mandates for one or more specific purposes. 4.3 Board Composition Requirements/ Recommendations The choice of directors is freely determined by the shareholders. There is no longer a quota rule to be respected between the number of share - holder and non-shareholder directors, as was the case with the pre-2014 AUSCGIE. However, the articles of association may require that each director own a number of shares of the company for which they make decisions. In practice, the composition of the board of directors often mir - rors the composition of the company’s share - holding. 4.4 Appointment and Removal of Directors/Officers The directors or officers are appointed by the arti - cles of association at the time of the company’s incorporation, or during the company’s life, by the general meeting. The terms of appointment, re-election, replacement and dismissal are freely determined by the articles of association. The directors may be re-elected unless the articles of association states otherwise. In an SA, the duration of office of the president and managing director is aligned with that of the directors. The termination of the functions of the directors must be published in the commercial register. 4.5 Rules/Requirements Concerning Independence of Directors Two mechanisms are provided for by the AUS - CGIE to prevent conflicts of interest between the company and its directors.
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