Solvency
Since a State of Emergency was declared in late March 2020, several measures have been implemented that looked at limiting the circulation of people and assets, both inside and from outside of the country. Initially, all activity considered non-essential was closed down, but there has been a progressive lifting of restrictive measures and a natural adaptation of economic agents to the (extraordinary) circumstances that COVID-19 has brought about: many companies have directed their efforts to remote services such as door-to-door delivery and online sales.
Currently, a State of Emergency is no longer in force, and a (less stringent) State of Public Calamity is now in place. New limitations to general economic activity and to certain specific economic sectors have been imposed, but are far less constraining than the measures implemented under State of Emergency. However, the fact that Angola is heavily dependent on oil-related exports exposes the Country to fluctuations to oil prices and to global economic recession. As a result, a roughly 4% GDP contraction was recorded in 2020. In addition, financial hurdles have been further fuelled by the pre-COVID and ongoing massive depreciation of the Kwanza (a total depreciation of 32% occurred from January 2020 to January 2021) and a shortage of hard currency in the financial market which hinders importations, payments to creditors, distributions of dividends and so on.
Recent estimates anticipate a shy growth prospect for the Angolan economy in 2021 and surely there is still much uncertainty ahead.
In 2020, both the government and the Angolan National Bank (BNA) enacted specific statutes to tackle the shortage of hard currency in the banking system, notably by adopting more flexible foreign exchange rules. At first glance, the impact of such foreign exchange-related measures seem to be positive. The Angolan Government also issued a number of measures that aimed to provide financial support to companies, such as credit facilitation, low interest rates (for certain economic sectors), eased licensing regimes and reduction of bureaucracy, in an attempt to reduce costs for companies operating in Angola. Some of these measures have survived the ending of the State of Emergency.
Under this context, one of the main challenge for directors in the foreseeable future is to secure short and medium-term access to financing, while also ensuring sustainability for their enterprises.
Health
Although the State of Emergency has been lifted, a State of Public Calamity is still in effect in Angola (at least until 30 September 2021), which means that a number of restrictions and COVID-19 prevention rules are still in place. Some restrictions are currently being partially lifted and economic activity (such as transportation, restaurants and sports) has steadily and progressively opened to the general public. Regardless, the Angolan population is still required to abide with general COVID-19 prevention rules, such as mandatory wearing of masks in public and in-doors.
From the perspective of Directors, one of the most relevant measures imposed by COVID-19 restrictions is the mandatory recourse to remote work, whenever possible. When remote work is not possible, an employee rotation regime must be put in place, so as to prevent employees from sharing the same workspace for extended periods of time.
Specific economic sectors are required to abide to further limitations, such as the restaurant, hotel, leisure and entertainment industries, which must ensure that only a specified percentage of employees is physically present at each establishment at any given time. Establishments must also provide adequate sanitization means to their clients prior to entry, and provide on-site biosecurity measures for their employees.
Industry-related activities are permitted (and mandatory in the case of the production/manufacture of essential goods), but the use of face masks and distancing between employees is mandatory.
Directors will need to implement and enforce these measures, as well as abide by them themselves, avoiding physical meetings and working from home whenever possible. It is also advisable that directors ensure that employees authorised to be present at companies’ facilities have documentary proof of authorisation (for example, the specific form provided by the government), to avoid fines in case of an inspection by the authorities.
While the COVID-19 outbreak is active and governmental restrictions apply to everyday economic activity, companies (and, consequently, directors) have to ensure the safety of their employees – which is a duty of companies towards their employees that has now also become a duty of companies towards society in general, meaning that liability may arise on both fronts.
Information
During the pandemic, it is vital that directors ensure a steady flow of up-to-date information at all times, so as to properly follow all recommendations from health authorities and ensure that the company adapts to an ever- changing scenario as soon as possible.
Logistics
The industrial and manufacturing sectors are and have been constantly required to adapt their production processes to the restrictions imposed, meaning that directors have to reorganise human resources on a relatively regular basis in order to ensure continued production. Additionally, even in companies that are not so (or at all) reliant on production processes, fulfilment of certain obligations that normally involve the joint effort of several employees will be particularly challenging, and directors need to articulate these processes in advance, so as to ensure the fulfilment of these obligations. However, it is likely that an easement to these restrictions continue to occur and that these measures will no longer be a real limitation to directors and companies.
Meetings
In relation to meetings of boards of directors, Angolan law does not allow that such meetings are formally held by telematics means. Pursuant to the Company Law, the majority of directors need to be “in attendance” in order for resolutions to be validly passed. “In attendance” means being physically present at a meeting in one location.
However, directors are allowed to adopt unanimous written resolutions. This means that a board of directors may informally hold meetings by telephone or other telematic means (these meetings would be “unofficial”), which would be followed by a unanimous written resolution with the decisions of such meeting. Such resolution would be circulated among all directors for signature.
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