SENEGAL Law and Practice Contributed by: Khaled Abou El Houda and Malick Lo, Houda Law Firm
5.4 Shareholder Claims The bases of claim that exist for shareholders against the company or directors are as follows: • against the company – the shareholders do not have a liability claim against the company; and • against the directors – see 5.2 Role of Share- holders in Company Management (social action, individual action, alert procedure). 5.5 Disclosure by Shareholders in Publicly Traded Companies As far as is known, there are no disclosure or other obligations on shareholders in publicly traded companies. There are disclosure obliga - tions regarding beneficial owners of companies generally (see 2.1 Hot Topics in Corporate Gov- ernance ). 6. Corporate Reporting and Other Disclosures 6.1 Financial Reporting Pursuant to Article 137 of the AUSCGIE, at the close of each fiscal year, the manager or the board of directors or the managing director (as the case may be) must prepare and close the financial statements in accordance with the pro - visions of the Uniform Act on the Organisation and Harmonisation of Companies’ Accounting. As required by the revised Article 140 of the AUSCGIE, for an SA, an SAS and – where appli - cable – a SARL, the annual summary financial statements and the management report are sent to the auditors at least 45 days before the date of the ordinary general meeting. These documents are presented to the general meeting of the com - pany approving the financial statements, which
must be held within six months of the end of the financial year. 6.2 Disclosure of Corporate Governance Arrangements Pursuant to Article 138 of the AUSCGIE, the manager, the board of directors or the manag - ing director (as the case may be) draws up a management report in which they describe the situation of the company during the past finan - cial year, its foreseeable evolution, the important events that occurred between the closing date of the financial year and the date on which it is drawn up, and – in particular – the prospects for the continuation of the activity, the evolution of the cash-flow situation and the financing plan. This report is therefore financial, but the AUS - CGIE allows for the creation of committees – composed of directors, within the board and under the direction of a director – to deal with particular aspects of the life of the company (Article 437 of the AUSCGIE). Thus, according to Article 437 Section 2 “[The board of directors] may decide to create committees composed of directors to study the questions that it or its chair[person] submits to them for advice. It shall determine the composition and powers of the committees, which shall carry out their activities under its responsibility.” The AUSCGIE also provides for the mandatory presence of audit committees in companies issuing stock to the public, in order to ensure better corporate governance. The audit commit - tee must report regularly to the board of direc - tors on the performance of its duties and must inform the board of directors without delay of any difficulties encountered (Article 829-1 of the AUSCGIE).
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