BURKINA FASO Law and Practice Contributed by: Bobson Coulibaly, Pierre Yanogo, Marie France Zagre and Diana Woba, SCP Yanogo Bobson
5.3 Shareholder Meetings For each type of company governed by the AUDSCGIE, there is an obligation to hold an annual general meeting six months after the close of each financial year which is 31 Decem - ber. In addition, by law certain decisions, such as a change of registered office or an increase in share capital, must be taken at an extraordinary general meeting. The rules governing the holding of general meet - ings are as follows. • Convening meetings – the AUDSCGIe, Law stipulates a minimum notice period of fifteen days for convening shareholders’ meetings, unless shareholders waive the notice period. The notice of meeting must include identifica - tion of the company, the day, place and time of the meeting, the agenda and the nature of the meeting (ordinary, extraordinary or special). • Right of disclosure – at an ordinary share - holders’ meeting, shareholders are entitled to disclosure of summary financial statements, statutory auditors’ reports, management reports by the manager or the board of direc - tors, and so on. • Compliance with quorum requirements, depending on the type of decisions to be taken – for a simple majority (fifty plus one), a qualified majority (two-thirds) unless a higher majority is provided for in the company’s arti - cles of association. • Indication in the minutes of the meeting of the date and place of the meeting, the full names of the shareholders present, the documents submitted for discussion, the text of the reso - lutions, a summary of the discussions, the text of the resolutions put to the vote and the results of the votes (Article 134 of the AUD - SCGIE).
kind, etc) and the company’s remuneration poli - cies. Directors’ remuneration is the subject of a report by the statutory auditor, which is pre - sented to the general meeting of shareholders. They are also required to disclose directors’ and officers’ remuneration in the annual finan - cial reports filed with the relevant regulatory authorities. 5. Shareholders 5.1 Relationship Between Companies and Shareholders Between the shareholders and the company, there is a relationship of collaboration, informa - tion and control for the good management of the company. This relationship requires loyalty and transparency, and is essentially governed by the provisions of the AUDSCGIE. 5.2 Role of Shareholders in Company Management The shareholders have a key role in decision- making and supervision of the company’s man - agement, and in approving certain aspects of the company’s life, such as financial statements, regulated agreements and profit distribution. The shareholders have rights and obligations. They have the right to vote on the company’s strategic decisions and are entitled to dividends. Although shareholders are not involved in the company’s daily management, they do have the power to influence the company’s strategic decisions by holding management to account and approving major decisions that are in the company’s best interests.
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