CABO VERDE Law and Practice Contributed by: Nelson Raposo Bernardo, Joana Andrade Correia, Júlio Martins Júnior and Manuel Esteves Albuquerque, Raposo Bernardo & Associados
ers are registered in a share register (book) that must be kept at the company’s head office. How - ever, this register is not public, and there is no legal obligation to update the list of shareholders at the Commercial Registry. The only informa - tion that is publicly available through the registry concerns the company’s initial shareholders. 5.2 Role of Shareholders in Company Management One of the basic rules of corporate law under the Companies Code is that the business shall be managed by or under the direction of a board of directors. Thus, shareholders are generally not involved in the direct management of the com - pany. However, they may have some influence on management, as the law gives shareholders the right and the power to elect the board of direc - tors, as well as the right to vote on and approve extraordinary transactions, such as any amend - ment to the certificate of incorporation or the by- laws, a merger, consolidation or conversion, the sale of all or a substantial amount of the assets of the corporation or the dissolution. Shareholders participate in the decision-mak - ing process through the exercise of their voting The ordinary shareholder meeting of the com - pany is held regularly once a year, within the first three months following the end of each financial year, to: • deliberate on the management report and accounts for the year; • deliberate on the proposed application of results; rights in the general meetings. 5.3 Shareholder Meetings
• carry out a general assessment of the admin - istration and supervision of the company and, if applicable and although these matters are not on the agenda, proceed with the dismiss - al of members of the corporate bodies, when the general assembly has the power to do so, or express their distrust of them, when the authority to dismiss them lies with the super - visory board; and • carry out elections within its competence. An extraordinary shareholder meeting may be convened on the initiative of the chairperson of the Board of General Meetings, by the Supervi - sory Board or by the court, whenever deemed necessary, in order to resolve the matters that are reserved for the exclusive competence of the shareholder meeting or any other matter that the BOD may consider of such importance that it requires the approval of the general meeting or at the request of shareholders holding at least 5% of the company’s share capital (2% in the case of a listed company), in exercise of the minority rights provided under the Companies Law. The shareholder meeting is convened 21 full days prior to the date of the meeting through the publication of the invitation, which includes the items of the agenda, details of the place and time of the general meeting and rights that the shareholders may exercise within the 21-day period and during the meeting. 5.4 Shareholder Claims According to the law, regardless of the claim for compensation for individual damages caused, one or more shareholders who own at least 5% of the share capital may file a liability action against members of the management body, with a view to reparation, in favour of the company,
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