CABO VERDE Law and Practice Contributed by: Nelson Raposo Bernardo, Joana Andrade Correia, Júlio Martins Júnior and Manuel Esteves Albuquerque, Raposo Bernardo & Associados
Furthermore, several companies are creat - ing internal Corporate Governance regulations based on internationally consolidated principles. 2.2 ESG Considerations There are no mandatory requirements for com - panies in relation to reporting on ESG issues. However, there are certain recent developments on corporate governance that might impact ESG issues, such as the creation of the Institute for Corporate Governance, a private entity aiming to work and develop the matter in Cabo Verde. It must also be noted that the launch of some financial products, called social, green and blue bonds, aim to allow the financing of sustainable projects within the framework of ESG policies. Some entities operating in regulated sectors, such as telecommunications, energy, banking and finance, include information on ESG in their reports. 3. Management of the Company 3.1 Bodies or Functions Involved in Governance and Management Principal bodies of Public Limited Companies ( Sociedade Anónima, or SA) are as follows. • Management Board – generally, there is a minimum of three members. Management can be entrusted to one director if the turno - ver for two consecutive years is expected to be less than CVE10 million. In addition to the election of the effective members of the board of directors, substitute directors must be elected in numbers not exceeding one- third of the effective directors – this means three effective members and one substitute
member, or one effective member and one substitute. • Supervisory Board – composed of three members or one auditor – a member of the supervisory board or the auditor must be certified. • Shareholders’ Meeting – the board of the general assembly is composed of a President and a Secretary. • Auditor – applicable in case of large compa - nies and listed companies. Principal bodies of Limited Companies ( Socie- dade Por Quotas ) are as follows. • Management board – the company is gov - erned by management with one or more directors. • Shareholders’ meeting – the board of the general assembly is composed of a President and a Secretary. • Supervisory board. • An auditor is not mandatory, but companies that do not have a supervisory body must appoint a certified auditor to carry out the statutory audit if turnover is greater than CVE10 million and/or the number of employ - ees is more than ten. 3.2 Decisions Made by Particular Bodies The powers and types of decisions made by the corporate bodies differ depending on the corpo - rate form of the company. Sociedade Anónima The board of directors is competent to deter - mine the strategic orientations of the company’s business and ensure their implementation within the limits of the company’s interest. The board of directors is responsible for managing the activi - ties of company, and must be subordinated to the deliberations of the general meeting or inter -
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