CABO VERDE Law and Practice Contributed by: Nelson Raposo Bernardo, Joana Andrade Correia, Júlio Martins Júnior and Manuel Esteves Albuquerque, Raposo Bernardo & Associados
• Control mechanisms provided for in a pos - sible system of employee participation in capital, to the extent that voting rights are not exercised directly by them. • Possible restrictions on voting rights, such as limitations on the exercise of voting depend - ing on the ownership of a number or per - centage of shares, deadlines imposed for the exercise of voting rights or systems for highlighting rights with patrimonial content. • Shareholder agreements that are known to the company and may lead to restrictions on the transfer of securities or voting rights. • Rules applicable to the appointment and replacement of members of the management body and amendments to the company’s statutes. • Powers of the management body, particularly with regard to decisions to increase capital. • Significant agreements to which the com - pany is a party and which come into force, are amended or terminate in the event of a change in control of the company following a public takeover bid, as well as the respective effects, unless, by their nature, their disclo - sure would be seriously detrimental to the company, unless the company is specifically obliged to disclose such information due to other legal imperatives. • Agreements between the company and the members of the management body or employees that provide for compensation in the event of the employee’s resignation, unfair dismissal or termination of the employment relationship following a public takeover bid. • Internal control and management risk sys - tems implemented in the company. The following mandatory corporate governance mechanisms are also envisaged in these com - panies.
• The existence of the Certified Auditor as an autonomous body, not being part of the Supervisory Board. • The Supervisory Board must include at least one member who has a higher educa - tion degree appropriate to the exercise of their functions and knowledge in auditing or accounting and that is independent. • The Supervisory Board must be composed of a majority of independent members. The members of the board of general meeting: • are subject to the incompatibility regime; • must be independent; • can only be removed by the general assembly with just cause; and • can only receive fixed remuneration. As for the members of the management body, a regime prohibiting the waiver of deposits to hold administrators liable is established. The Conduct Code (Circular 3/2012), issued by the Cape Verdean stock exchange, lays down further rules on the corporate governance of listed companies. 2. Corporate Governance Context 2.1 Hot Topics in Corporate Governance As has occurred in several jurisdictions, the fac - tors underpinning ESG are increasingly being introduced into the reality of companies in Cabo Verde. The legislative changes resulting from the approval of the new Commercial Companies Code also reinforced the corporate rights of minority shareholders, as well as access to com - pany information.
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