CABO VERDE Law and Practice Contributed by: Nelson Raposo Bernardo, Joana Andrade Correia, Júlio Martins Júnior and Manuel Esteves Albuquerque, Raposo Bernardo & Associados
represented and the capital represented by them. So that the general assembly can deliberate in the first call on matters for which the law requires a qualified majority, shareholders holding at least 1/3 of the share capital with voting rights must be present or represented. The general assembly decides by a majority of votes issued, whatever the percentage of share capital represented therein, unless otherwise provided by law or the contract, and abstentions are not counted. The decision on changing the articles of associa - tion, merger, division, transformation, dissolution of the company or other matters for which the law requires a qualified majority without speci - fying it, must be approved by 2/3 of the votes cast, whether the assembly meets in the first or second call. In Public Limited Companies ( Sociedade Anóni- ma ), the Board of Directors is made up of at least three members (there must always be an odd number). However, the law allows administra - tion to be entrusted to a single director whose turnover, for two consecutive years, is less than CVE10 million (GBP76,432.69). If a legal person is appointed director, they must appoint a natural person to hold the position in their own name. The Board of Directors can further delegate the management and representation powers to one 4. Directors and Officers 4.1 Board Structure
or more individuals, directors or third parties, or to an executive committee. In the case of Sociedade por Quotas , manage - ment is carried out by one or more natural per -
sons (partners or non-partners). 4.2 Roles of Board Members
The Companies Code establishes that the board of directors is a collegiate body. As a principle, the directors collectively exercise the functions assigned to the board and they do not have any individual powers, except for the chairperson of the board. The chairperson is in charge of organising and directing the work of the Board of Directors and reporting to the general meeting. The Board of Directors may grant specific assignments to individual directors, in order to improve the corporate governance of the com - pany and facilitate the board’s mission. 4.3 Board Composition Requirements/ Recommendations The following composition requirements are in place. • The Board of Directors of a Sociedade Anónima is made up of at least three mem - bers (there must always be an odd number). • The Board of Directors of a Sociedade por Quotas is carried out by one or more natural persons (partners or non-partners). • Directors may be individuals or legal persons. If a legal person is appointed director, they must appoint a natural person to hold the position in their own name. • Along with the election of effective members of the Board of Directors, directors may be elected as substitutes in a number that does not exceed one third of the effective adminis - trators.
84
CHAMBERS.COM
Powered by FlippingBook