CAMEROON Law and Practice Contributed by: Bayee A. Besong, Besong & Co
• adherence to the principles of sustainability, equity, integrity, accountability and transparency, as rec - ommended by the GECAM Code (2023). 1.4 Stock Exchange Requirements Developments Certain changes have been made recently to listing requirements in Cameroon and the CEMAC zone, including through the adoption of a new General Regulation of the BVMAC (Central African Stock Exchange), which came into force in April 2025. The listing requirements require the distribution to the public of a percentage of the floated share capital, in particular: • 20% for the A-premium compartment if the market capitalisation at the time of the IPO is less than XAF50 billion; • 15% if the market capitalisation at the time of the IPO is between XAF50 billion and XAF100 billion; and • 10% if the market capitalisation at the time of the IPO is more than XAF100 billion; • a distribution among a minimum number of share - holders (set at 200) to ensure liquidity; and • for public limited companies belonging to the B-medium compartment, the public distribution of 15% of the capital together with distribution among a minimum number of shareholders, set at 100, to guarantee liquidity. In addition, as explained above, listed companies must set up specialised audit committees. Listed companies must be incorporated exclusively in the form of public limited companies with a board of directors. They also have to present three financial statements certified by an approved auditor. 2. Corporate Management 2.1 Principal Bodies or Functions Governance and business management in Cameroon
• the general meeting of shareholders, bringing together the shareholders/partners; • the board of directors or general administrator; and • executive management – ie, the leadership team that ensures the day-to-day operational manage - ment of the company. 2.2 Types of Decisions There are two types of collective decisions: ordinary decisions and extraordinary decisions (see Article 132 of the Uniform Act). • The general meeting of shareholders takes sover - eign decisions, including the approval of financial statements and annual accounts, the distribution of profits and dividends, the modification of the arti - cles of association, major structural changes (such as mergers and acquisitions) and the appointment/ dismissal of directors. • The board of directors defines the company’s overall strategy and policies, appoints the general manager, ensures proper risk management and governance practices, and supervises manage - ment or the leadership team. • The leadership team makes tactical and operation - al decisions for the implementation of the strategy day-to-day. Management is responsible for execut - ing the decisions taken by the board of directors. The leadership team manages staff, operations and finances on a daily basis. The following decisions are subject to the prior author - isation of the board of directors: • any agreement between a public limited liability company and one of its directors, managing direc - tors or deputy general manager; • amending the articles of association (exclusively reserved to the extraordinary general meeting (EGM)); • transfer of the registered office to the territory of another state (exclusively reserved to the EGM); • dissolution or merger of the company (a sovereign decision of the EGM); • authorisation of regulated agreements (reserved to the board of directors to protect the interests of the company against conflicts of interest); and
is mainly regulated by the Uniform Act. The main managerial bodies include:
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