CABO VERDE Trends and Developments Contributed by: Nelson Raposo Bernardo, Joana Andrade Correia, Júlio Martins Júnior and Manuel Esteves Albuquerque, Raposo Bernardo & Associados
warrant highlighting. These include the execu - tion of contracts between the company and its administrators (self-dealing), instances of dual representation wherein an administrator rep - resents two contracting companies, and par - ticipation in deliberations that involve the direct economic interests of the administrators or indi - viduals related to them. In all such cases, the administrator is obligated to abstain from par - ticipating in the deliberation, failing which they may incur civil liability. By way of illustration, the utilisation of company resources for personal enrichment, engagement in business activities that compete with the company, and the mak - ing of decisions that favour related parties to the detriment of the company’s interests constitute typical scenarios of conflict of interest. The ramifications of conflicts of interest that are not adequately managed can be consider - able for companies, encompassing the erosion of investor confidence, damage to reputation, regulatory scrutiny, and potential legal penalties. The proactive identification and management of conflicts of interest, through the implementa - tion of clear policies, disclosure requirements, and recusal procedures, are indispensable for mitigating these risks and ensuring ethical and transparent governance. In this context, the CSCV assigns a significant role to the supervisory body (Fiscal Council) in the prevention and repression of conflicts of interest. Its actions are expected to be proac - tive, and it is even empowered to judicially seek the annulment of flawed corporate resolutions. The Fiscal Council bears the responsibility of overseeing the administration of the company, ensuring compliance with the law and the arti - cles of association, and verifying the accuracy of the financial statements. The existence of an independent Fiscal Council, comprising mem -
bers with elevated standards of professional diligence and loyalty, serves as an important safeguard of transparency and accountability. The success of the legal regime governing con - flicts of interest hinges, to a considerable extent, on the presence of an organisational culture that places a premium on ethics, integrity, and accountability. The CSCV establishes the nec - essary normative framework, but it falls to the companies themselves to implement compli - ance policies, codes of conduct, whistleblow - ing channels, and training programs for their administrators and employees. In essence, the Cape Verdean legislator has explicitly linked the existence of a robust conflict of interest regime to enhanced investor confidence within the local market. Furthermore, it is essential that the administra- tive bodies are adequately equipped to identify reputational risks, prevent instances of miscon - duct, and foster an internal culture of transpar - ency and responsibility. The encouragement of the establishment of ethics committees and the periodic conduct of internal audits can further reinforce this institutional commitment. The analysis of the treatment of conflicts of interest and the duty of loyalty within the CSCV reveals a congruity with numerous best practices and international recommendations pertaining to corporate governance. The OECD Principles of Corporate Governance, for example, under - score the importance of disclosure, restrictions on certain transactions, and the role of supervi - sory bodies in the management of conflicts of interest. Cape Verde’s approach, as reflected in the CSCV, aligns with many of these principles, particularly in its emphasis on disclosure, restric - tions on specific transactions, and the function of the supervisory body.
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