Corporate Governance in Mozambique
Overview
Mozambique’s corporate governance framework is primarily based on company law, securities-market legislation, financial-sector regulation and requirements applicable to companies whose securities are admitted to trading. The framework was substantially updated with the adoption of the revised commercial legislation in 2022, which modernised the rules governing commercial companies and replaced the previous commercial code. The revised framework entered into force on 22 September 2022.
The commercial framework establishes the principal governance structure of companies, including the powers and responsibilities of shareholders, management and supervisory bodies. Depending on the type and structure of the company, governance may include a general meeting, a board of directors or other management arrangement, and a supervisory body in the form of a supervisory board or a single supervisor. The legislation also establishes rules concerning directors’ duties, conflicts of interest, decision-making, representation of the company, financial reporting and supervision of management.
Several key elements shape corporate governance in Mozambique:
- Shareholders exercise their principal rights through the general meeting, including decisions reserved to them by law or the company’s constitutional documents.
- Management is responsible for conducting the company’s affairs and representing the company within the powers established by law and its statutes.
- Supervisory arrangements provide oversight of management and include review of annual reports and financial statements, monitoring of compliance with legal and statutory duties, and reporting to shareholders.
- Directors and other office holders are subject to statutory duties and restrictions concerning conflicts of interest, competing activities and the proper exercise of their functions.
- Companies are required to maintain appropriate corporate and accounting records and to comply with statutory requirements concerning the preparation and publication of corporate information.
- Listed and publicly traded companies are subject to additional securities-market requirements concerning disclosure, reporting, prospectuses, admission to trading and continuing information obligations.
- Financial institutions are subject to additional governance, risk-management, internal-control and supervisory requirements established by the Banco de Moçambique.
The securities-market framework is supervised by the Banco de Moçambique, which has responsibility for regulating and supervising the securities market, monitoring market participants, overseeing disclosure obligations and supervising public offers and other market activities. The Bolsa de Valores de Moçambique operates the organised securities market and applies listing and market requirements to issuers whose securities are admitted to trading.
Companies seeking admission to the main market of the Bolsa de Valores de Moçambique must meet requirements concerning their financial position, publication of annual management reports and accounts, public distribution of shares and other admission criteria. Continuing obligations also require issuers to provide relevant information to the market, including information concerning changes to their constitutional documents and other material corporate events.
The financial sector operates under an additional layer of governance regulation. The Banco de Moçambique supervises credit institutions and financial companies and issues prudential and regulatory requirements covering areas such as management, internal controls, risk management and financial-sector conduct. This creates governance requirements that supplement the general rules applicable to commercial companies.
Overall, Mozambique therefore does not rely on a single economy-wide corporate governance code. Corporate governance is instead established through the commercial company regime, securities-market rules, listing and disclosure requirements, and sector-specific regulation for financial institutions. This combination provides the principal legal and regulatory framework for board accountability, shareholder rights, supervision, transparency and corporate reporting in Mozambique.
References
Imprensa Nacional de Moçambique – Decreto-Lei n.º 1/2022, de 25 de Maio, Código Comercial
Código Comercial – Decreto-Lei n.º 1/2022
Banco de Moçambique – Normativos
Banco de Moçambique – Normativos
Banco de Moçambique – Código do Mercado de Valores Mobiliários
Código do Mercado de Valores Mobiliários
Bolsa de Valores de Moçambique – Legislação e regulamentação do mercado
BVM – Legislação
Bolsa de Valores de Moçambique – Requisitos de admissão à cotação
BVM – Admissão à Cotação
Contact
Banco de Moçambique
Av. 25 de Setembro, n.º 1695, Maputo, Mozambique
Tel: +258 21 35 46 00 / +258 21 35 47 00
Email: gci_mail@bancomoc.mz
Website: Banco de Moçambique official website
Disclaimer: This information was collected in April 2026 using AI tools and may contain errors or be out of date. Please submit any updates to: admin@ecgi.org