Corporate Governance 2025

BURKINA FASO Law and Practice Contributed by: Bobson Coulibaly, Pierre Yanogo, Marie France Zagre and Diana Woba, SCP Yanogo Bobson

4.10 Approvals and Restrictions Concerning Payments to Directors/ Officers Directors’ Remuneration In accordance with the provisions of Article 431 of AUDSCGIE, directors receive only remunera - tion for their duties and are not entitled to any other remuneration. Only the ordinary general meeting may decide to grant director’s fees and the board of directors has the sole responsibility for allocating them which may be shared equally and unequally between its members. In addition to their fees, directors may receive exceptional remuneration for assignments entrusted to them. The decision to grant excep - tional remuneration is taken by the board of directors. However, they give rise to a special report by the auditor to the shareholder’s annual general meeting. The Consequences for Failing to Comply With These Approval Requirements In the event of failure to comply with the require - ments for the remuneration of directors, direc - tors will not be entitled to any remuneration. 4.11 Disclosure of Payments to Directors/Officers Public (or Other) Disclosures The AUDSCGIe, does not specifically address the disclosure of remuneration, fees or benefits granted to directors and officers, but it does establish a general framework for transparency and corporate governance. In this context, pub - lic limited companies ( société anonyme ) are gen - erally required to publish an annual report pro - viding detailed information on the management of the company, including the remuneration of directors and officers. This report may include the specific amounts of remuneration, the types of remuneration (salaries, bonuses, benefits in

his or her duties. This action is brought by the shareholder or the injured party. There is also the shareholder’s action, which seeks to compensate the company for the dam - age it has suffered. This action is brought either by the management, a group of shareholders or an individual shareholder acting on behalf of the company. The Consequences of a Breach If they fail to meet their obligations, directors may be held civilly and criminally liable. 4.9 Other Bases for Claims/Enforcement Against Directors/Officers Other bases for claims or enforcement against directors or officers may be based on offences such as: • misuse of corporate assets; • distribution of fictitious dividends; and • the publication of false annual summary financial statements. The Impossibility of Limiting Directors’ Liability Article 168 of AUDSCGIe, provides for the nul - lity of any clause in the company’s articles of association limiting the right of action against directors. Also, Article 169 provides for the nul - lity of any decision by a corporate body to cover the potential liability of a director or officer. It therefore follows from these provisions that the liability of a director or officer cannot be limited. However, the statute of limitation is three years from the date of the harmful event or its dis- closure if it was concealed. Also, the limitation period is ten years for crimes.

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