CABO VERDE Trends and Developments Contributed by: Nelson Raposo Bernardo, Joana Andrade Correia, Júlio Martins Júnior and Manuel Esteves Albuquerque, Raposo Bernardo & Associados
Conflicts of Interest and Duty of Loyalty in Corporate Governance: The Current Regime in Cape Verde’s Commercial Companies Code One of the principal novelties introduced by the new Cape Verde Commercial Companies Code pertains to the subjects of conflict of interest and the duty of loyalty within the framework of a business organisation. Contemporary corporate governance increasingly necessitates mecha - nisms that assure not only the formal legality of corporate resolutions but also their substantive legitimacy. Furthermore, a significant challenge for commercial companies lies in the prevention and management of conflicts of interest arising between the holders of corporate offices and the company itself. Within emerging economies such as Cape Verde, these subjects have been acquiring increasing prominence to the extent that they facilitate the generation of trust, the professionalisation of management, the attraction of investors, and the securing of sustainable development for the local business structure. In this context, the Cape Verde Commercial Companies Code (CSCV) adopts a comprehensive set of regula - tions aimed at guaranteeing the duty of loyalty of administrators and the safeguarding of the integrity of the corporate decision-making pro - cess. The present article endeavours to analyse the legal regime governing conflicts of interest and the duty of loyalty owed by administrators, as viewed through the lens of the CSCV, explor - ing their ethical, legal, and fiduciary dimensions, and contextualising Cape Verde’s approach in relation to prevailing international best practices. The implementation of an efficacious corporate governance framework yields a multitude of benefits for enterprises operating within Cape Verde, thereby contributing significantly to the
nation’s sustainable economic growth. A robust governance structure enhances the confidence of investors, facilitating access to both domes - tic and foreign capital. Companies adhering to sound governance practices tend to exhibit superior financial performance and a greater capacity to attract foreign investment, elements that are crucial for the diversification of the Cape Verdean economy, fostering sectors such as technology and innovation. Moreover, corporate governance promotes responsible and efficient management practices, which are essential for sustainable development. Transparency and accountability, the cornerstones of corporate governance, are vital for the integrity of business operations, mitigating the risks of corruption and mismanagement, and bolstering the confidence of investors and the broader business environ- ment within Cape Verde. As can be readily observed, the significance of corporate governance transcends mere statu - tory compliance, functioning as a strategic resource for the sustainable development of both Cape Verde and its constituent compa - nies. The integration of Environmental, Social, and Governance (ESG) factors into corporate governance structures constitutes a strategic imperative for ensuring long-term sustainability and competitiveness within the global market - place. Companies in Cape Verde are increas - ingly acknowledging that the transition towards an economic development model predicated on sustainability engenders inevitable shifts in the manner in which company value will be assessed. Furthermore, the adoption of com - mendable corporate governance practices has demonstrably served as a catalyst for investor confidence, improved access to capital, and enhanced operational efficiency, thereby con - tributing to sustainable development and the strengthening of the nation’s capital market.
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