CABO VERDE Law and Practice Contributed by: Nelson Raposo Bernardo, Joana Andrade Correia, Júlio Martins Júnior and Manuel Esteves Albuquerque, Raposo Bernardo & Associados
Refer to 5.2 Role of Shareholders in Company Management for a description of the sharehold - ers’ decision-making powers. 3.3 Decision-Making Processes The decisions of the Board of Directors are adopted either following a board meeting (held in-person or via a teleconference), or by having all directors sign a decision. The Board of Directors (BOD) meets whenever it is called to by the President or by two other administrators. The BOD must meet at least once each month, unless otherwise provided for in the articles of association. The directors must be asked to convene in writing, with adequate advance notice, except when the contract of the company or a board regulation provides for the meeting on pre-fixed dates or another form of call. The BOD cannot deliberate without being pre - sent or represented by the majority of its mem - bers. Decisions are taken by majority vote of directors present or represented. Shareholders’ meetings are called by the presi - dent or, in the special cases provided for by law, by the supervisory board or by the court, at least 21 days in advance. The shareholders who, according to the law and the by-laws, are entitled to at least one vote, have the right to be present at the general meet - ing and discuss and vote at such meeting. As a rule, the general assembly can make deci - sions, in the first call, regardless of the number of shareholders present or represented. During second call, the assembly may decide regard - less of the number of shareholders present or
ventions of the supervisory board only in cases where the law or company articles so determine. In particular, the board of directors: • chooses its president, except when the com - pany’s articles of association attribute this responsibility to the shareholders; • requests to convene general meetings; • prepare and submit the annual reports and accounts to be submitted for shareholder approval; • acquisition, disposal and encumbrance of real estate; • provision of personal or real guarantees and deposits by the company; • opening or closing of establishments or important parts thereof; • important extensions or reductions in the company’s activity; • establishment or termination of lasting and important co-operation with other companies; • change of headquarters and capital increas - es, under the terms set out in the articles of association; • merger, spin-off and company transformation projects; and • any other matter on which any administrator requires deliberation by the board. The CEO and the deputy CEOs, if any, are in charge of the day-to-day management of the company, within the limits of the corporate object of the company and the board of direc - tors’ powers. Sociedade por Quotas In the Sociedade por Quotas , the managing directors have the broadest powers to manage the company and represent it to third parties, within the limits of the corporate purpose and shareholders’ powers.
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