CABO VERDE Law and Practice Contributed by: Nelson Raposo Bernardo, Joana Andrade Correia, Júlio Martins Júnior and Manuel Esteves Albuquerque, Raposo Bernardo & Associados
4.9 Other Bases for Claims/Enforcement Against Directors/Officers In Cabo Verde, directors and officers can be held liable for criminal and civil charges. Regarding criminal liability, in certain circumstances, direc - tors may also be subject to criminal penalties for other violations of the Corporate Law – for example: • for knowingly making a false or misleading statement to the public; • for knowingly preparing or approving incor - rect or misleading financial statements; or • for obstructing the conduct of an audit by statutory auditors or auditors appointed for the conduct of an extraordinary audit. Criminal and/or administrative penalties are pro - vided for by other special laws, particularly in relation to tax, labour, health, safety and envi - ronmental violations. Directors and officers can also be civilly liable if they commit a breach of laws and/or regulations applicable to the company (breach of the articles of association or internal regulations). Liability cannot be limited and the law requires managers to take out insurance. However, it may be waived by the general meeting, except in companies issuing securities admitted to trading on the stock exchange and in large companies. 4.10 Approvals and Restrictions Concerning Payments to Directors/ Officers The general meeting of shareholders or a com - mittee appointed by it is responsible for setting the remuneration of each director, taking into account the functions performed and the eco - nomic situation of the company.
The remuneration may be certain or partially consist of a percentage of the year’s profits, but the maximum percentage allocated to directors must be authorised by a clause in the company’s articles of association. 4.11 Disclosure of Payments to Directors/Officers All companies in Cabo Verde are required to dis - close the total remuneration of the management board in the annual financial statements. Directors’ fees must also be disclosed to the tax authorities as a form of income. 5. Shareholders 5.1 Relationship Between Companies and Shareholders The entire structure of the company is defined by the shareholders when the company is formed. The purpose of the company is determined by its shareholders in the articles of association. The company and its shareholders are legally bound by the by-laws, which constitute the company’s internal regulations. As a result, shareholders collectively own the company. The shareholders have the right to appoint cor - porate bodies, to attend and vote at AGMs, to receive dividends, and other rights. They may also, in certain circumstances, be called upon to finance the company. For private limited companies, the identity of shareholders and their respective capital quotas must be registered at the Commercial Registry. This registration is publicly accessible, and any - one may request a certificate from the registry showing the current shareholders. The situation differs for public limited companies. Sharehold -
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