Corporate Governance in Angola
Angola’s corporate governance framework is shaped by the Commercial Companies Law (Lei das Sociedades Comerciais), CMC regulations for listed entities, and BNA directives for financial institutions. As the BODIVA equity market expands with 5 listed companies, governance standards are receiving increased regulatory attention.
Board Structure
Angolan listed companies follow a two-tier governance model:
| Body | Role |
|---|---|
| Board of Directors (Conselho de Administracao) | Strategic direction, appointment of executive management |
| Executive Committee (Comissao Executiva) | Day-to-day management and operational decisions |
| Fiscal Board (Conselho Fiscal) | Oversight of financial reporting and internal controls |
| General Assembly (Assembleia Geral) | Shareholder meetings and key corporate decisions |
The CMC requires listed companies to maintain a minimum number of independent board members and to establish audit, risk, and remuneration committees.
Key Governance Requirements for Listed Companies
- Board independence: At least one-third of board members should be non-executive and independent
- Audit committee: Must include members with financial expertise and be chaired by an independent director
- Risk management: Listed entities must establish a dedicated risk management function reporting to the board
- Related-party transactions: Must be disclosed to the CMC and approved by independent board members
- Executive remuneration: Remuneration policies must be disclosed in the annual report and approved by the general assembly
Disclosure Obligations
The CMC regulations mandate extensive governance disclosures:
- Annual corporate governance report published alongside financial statements
- Board member qualifications, committee memberships, and attendance records
- Shareholder structure, including identification of significant shareholders (above 2%, 5%, 10%, 20%, and 50% thresholds)
- Conflicts of interest register and management policies
- Code of ethics and compliance program descriptions
Financial Institution Governance
The BNA imposes additional governance requirements on banks, including:
- Fit and proper assessments for all directors and senior managers
- Mandatory compliance, internal audit, and risk management functions
- Restrictions on related-party lending
- Annual governance self-assessment submitted to BNA supervision
These requirements apply directly to BODIVA-listed banks including BAI, BFA, and BCGA.
Shareholder Rights
Angola’s Commercial Companies Law establishes fundamental shareholder rights including the right to participate in general assemblies, vote on key decisions (including board appointments, dividend distributions, and capital increases), access corporate information, and bring derivative actions against directors for breach of duty.
Minority shareholders holding at least 10% of share capital may request an extraordinary general assembly. For the latest governance developments, see recent regulatory changes.