SENEGAL Law and Practice Contributed by: Khaled Abou El Houda and Malick Lo, Houda Law Firm
incurred in the interest of the company, subject to the provisions concerning regulated agree - ments. A director may enter into an employment con - tract with the company if that contract corre - sponds to actual employment. Apart from sums received under an employment contract, the directors may not receive – in respect of their duties – any other remuneration (permanent or otherwise) than that provided for by the board of directors (Articles 430, 431 and 432 of the AUSCGIE). The CEO may be bound to the company by a contract of employment. The terms and amount of the remuneration of the chairperson and man - aging director are fixed by the board of directors. Where necessary, the benefits in kind granted to them are fixed in the same manner as their remu - neration. The CEO may not receive any other remuneration from the company (Article 466 of the AUSCGIE). In an SAS, the remuneration and benefits of the chairperson and of the potential other directors are determined by the articles of association and the shareholders. 4.11 Disclosure of Payments to Directors/Officers No public disclosure obligations in relation to the remuneration, fees or benefits payable to directors and officers for companies have been identified, except for publicly traded companies. Indeed, Article 831-2 of the AUSCGIE requires the disclosure of the report prepared by the chairperson of the board of directors containing – in addition to the composition of the board of directors and its operating conditions – the com - pensation allocated to the corporate officers.
Regarding other disclosures, pursuant to Arti - cle 432 of the AUSCGIE, the exceptional remu - neration of directors for missions and mandates entrusted to them – or the reimbursement of travel expenses and expenses incurred in the interest of the company – must be the subject of a special report by the auditor to the general meeting. 5. Shareholders 5.1 Relationship Between Companies and Shareholders A shareholder is a natural or legal person who makes a contribution (in kind, cash or industry) to the company. In return, the company delivers shares (Articles 7 and 51 of the AUSCGIE). The status of shareholder is regulated by Articles 7 to 9 of the AUSCGIE. Those persons who can - not be shareholders are: • any natural or legal person who is subject to a prohibition, incapacity or incompatibility provided for by a legal or regulatory provision; and • minors and incapable adults in companies where they would be liable for the company’s debts beyond their contributions. Company shares are called “actions” (in French) in joint stock companies and “parts sociales” in other companies (Articles 7 and 51 of the AUS - CGIE). The contribution made by the shareholders determines their rights and obligations within the company: • a right on the profits made by the company;
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