Inspection Générale des Finances (IGF)

Zisson FACINOU
Inspecteur Général des Finances
18 May 2021

Guide for directors of public and semi-public enterprises: Contributing to improving the functioning of Boards of Directors

The general managers and members of the boards of directors of public and semi-public companies were entitled yesterday, Monday, August 24 in Cotonou, to a presentation and explanation session on the “Administrator’s Guide”. The session was chaired by the Auditor General of Benin, Michel Dognon, who had at his side, the President of the Order of Chartered Accountants and Chartered Accountants of Benin, Cosme Goundété, the Inspector General of Finance, Zacharie Laourou and Ramanou Badarou, chartered accountant.

A breviary to make boards of directors of public and semi-public companies more effective! This is the masterpiece that was presented to the general managers and members of the boards of directors of public and semi-public enterprises yesterday in Cotonou. This is the “Administrator’s Guide” for said companies. A document edited to better guide companies and help improve the functioning of Boards of Directors.
Designed by the former special advisor to the presidency, in charge of the governance of public enterprises and internal control, recently appointed Auditor General of Benin, Michel Dognon, the guide aims to put the directors of public and semi-public enterprises in front of their responsibilities.
It is a 112-page document divided into four main parts. The first deals with generalities and presents the legislative and regulatory framework of public and semi-public enterprises. The second traces the functioning of the Board of Directors. The last two parts highlight the missions and responsibilities, as well as the rights and penalties to which the administrator is exposed in the event of a breach.
The guide also provides information on the obstacles that annihilate efforts within public administrations and includes the keys to success that can better equip them and make them more efficient through the role played by their boards of directors.
Also, the document includes the laws that govern public administration, in particular the OHADA Uniform Act relating to the law of commercial companies and economic interest grouping, law n ° 88-005 of 26 April 1988 relating to the creation, organization and operation of public and semi-public enterprises, the internal regulations of public enterprises, with an emphasis on the operation of the administrator, civil and criminal responsibilities and the risks incurred by the administrator whose responsibility is retained.
For the Auditor General of Benin, the Beninese public structures deserve more attention in the sense of their contribution to the achievement of the results of their structures. The development of this document is due to the fact that there are some obstacles related to the good governance of the Boards of Directors in Benin. Michel Dognon lists five main ones. It is, he enumerates, the incomprehension of the work of the Board of Directors, the confusion of the roles of the administrators who tend to replace the general management. As obstacles, the document also highlights the lack of an “effective operating system, the lack of monitoring of the internal performance of the Board, and the lack of long-term vision of the Board’s organization”. It is with regard to these obstacles that the guide has defined characteristics for their performance.
The president of the Order of Chartered Accountants and Chartered Accountants of Benin, Cosme Goundété, sees it as an “endowment in governance equipment”. For him, as well as the other presenters, the document has the value of a “Bible”. It will therefore not only be a question of reading it, but of putting it into practice in order to correct errors in the Beninese public administrations.
The publication of this Guide follows the training organized a year ago on “The roles and functioning of a Board of Directors and simple reading of a company’s financial statements”. It can be downloaded from the site www.bagbenin.org.