CAMEROON Law and Practice Contributed by: Bayee A. Besong, Besong & Co
• Disclosure of Financial Information: Companies are required to produce financial statements. Article 702 paragraph 2 of the Uniform Act provides that public limited companies are required to appoint at least two auditors and two alternate auditors. In addition, Article 162 paragraph 2 of the COSUMAF General Regulations of 23 May 2023 provides equally that any issuer making a public offering is required to appoint two statutory auditors and two alternate auditors. Publicly listed companies under - take to produce financial statements in accordance with international financial reporting standards in order to guarantee the quality and comparability of the data produced, in addition to its individual financial statements in accordance with SYSCO - HADA standards. • Establishment of the Board of Directors: A Board of Directors is created and to be held account - able, often with specialised committees such as audit and compensation committees. Companies making a public offering for the placement of their securities must have a board of directors. The Board of Directors must be composed of at least three members and not more than fifteen mem - bers, when the shares are admitted to the stock exchange. The board of directors is itself equipped with an audit committee. • Protection of Shareholders: The law requires the removal of any restrictive clause in the articles of association hindering the free movement and trad - ing of shares. The law also requires transparent communication of information about management, executive compensation, and related party opera - tions. Every publicly traded company undertakes to purge its articles of association of any restrictive clause, likely to hinder the free movement of the securities issued. • Internal Controls: Under local law, there is a required implementation of internal controls and audit procedures for risk management. The super - visory role of the statutory auditor is accentuated by the COSUMAF General Regulations, which pro - vide that: “the statutory auditors contribute to the proper functioning of the market by ensuring the reliability of the financial and accounting informa - tion contained in the prospectus and the account - ing and financial documents issued by issuers”.
• Code of Good Governance: Local law requires adherence to the principles of sustainability, equity, integrity, accountability and transparency, as rec - ommended by the GECAM Code (2023). In addi - tion, companies must also meet free float thresh - olds (publicly distributed shares) based on their market capitalisation. 1.2 Corporate Governance Legislation and Regulation In Cameroon, corporate governance requirements come from a variety of sources. They are not based on a single text. The main sources are: • the Uniform Act; • Law No 2017/011 of 12 July 2017 on the General Status of Public Enterprises; • Law No 2017/010 of 12 July 2017 on the General Status of Public Establishments; • sector-specific regulations – specific standards imposed by supervisory or regulatory authorities (banks, insurance, mining, trade, SMEs, agricul - ture, gambling and games of chance, etc); • GECAM Code of Good Corporate Governance; and • various company articles of association. 1.3 Companies With Publicly Traded Shares Publicly traded companies must comply with strict governance rules. As stated above, they are subject to requirements set out in Regulation No 01/22/CEMAC/ UMAC/CM/COSUMAF of 21 July 2022, the General Regulations of COSUMAF of 23 May 2023, General Regulations of the Central African Stock Exchange (BVMAC) and the Uniform Act. In summary, these requirements include: • transparency and publication requirements; • requirement to produce financial statements; • establishment of a responsible board of directors, often with specialised committees (audit, compen - sation); • removal of any restrictive clause in the articles of association hindering the free movement of shares; • implementation of internal control and audit proce - dures for risk management; and
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