The chairman of the board of directors shall present a report to be attached to the report mentioned in articles 525 2) and 547-1 above, the composition of the board, the conditions for preparing and organizing the work of the board, as well as internal audit and risk management procedures implemented by the company, by providing details, in particular on the procedures pertaining to the preparation and processing of reporting the company accounting and financial information and, where appropriate, of consolidated accounts. Without prejudice to the provisions of articles 487 and 488 above, this report shall also disclose potential limitations to the powers of the general manager by the board of directors.
Where a company voluntarily refers to a corporate governance code drafted by business organizations, the report provided for in this article shall also identify the provisions that have been rejected and the reasons therefor. In addition, the report shall also disclose the location where this code can be consulted. Where a company does not refer to such a corporate governance code, this report shall state the rules adopted in addition to legal requirements and shall explain the reasons why the company has decided not to apply any provision of such corporate governance code.
The report provided for in this article shall also specify the special rules relating to the participation of shareholders in the general meeting or refer to the provisions of the articles of association setting out these terms.
The report provided for in this article shall be approved by the board of directors and made public.
Unofficial translation
Transcription: Spot-checked
In force from 05-05-2014
Source page 226
The document's transcription was spot-checked against the supplied source; this does not confirm a line-by-line review of every provision.
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Section 831-2 of the Acte uniforme révisé relatif au droit des sociétés commerciales et du groupement d'intérêt économique/akn/ohada/act/loi/2014-01-30/auscgie-2014
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