CAMEROON Law and Practice Contributed by: Bayee A. Besong, Besong & Co
• signing of high-level employment contracts (reserved to the general manager, and sometimes validated by the board of directors (depending on the quantum)). 2.3 Decision-Making Processes The Board of Directors Articles 453 et seq. of the Uniform Act establish the decision-making process. The board of directors is to take decisions in a collegial manner at meetings convened by its president. The deliberations require a quorum (majority of the members), majority votes of the members present/represented, and are recorded in minutes, with the possibility of videoconferencing, if the articles of association provide for videoconfer - encing. • Convening and Information: The chairperson of the board of directors convenes the members of the board and must provide them with the information and documents necessary for the deliberation. • Quorum and Participation: The board may only deliberate validly if at least half of its members are present or represented. • Voting: Decisions are taken by a majority of the members present or represented, unless the arti - cles of association provide for a stronger majority. • Minutes: The deliberations are recorded in minutes signed by the president of the meeting and at least one director. The rules governing the holding of such meetings are set out in Articles 516 to 554 of the Uniform Act: • Convening of Shareholders’ Meeting: The general manager (or the board of directors) must commu - nicate the notices indicating the place, date, time and agenda, within the statutory or legal deadlines (generally 15 days before the meeting by certified letter or any means evidencing a written record). • Information and Availability of Documents: Share - Ordinary General Meeting (AGM) and the Extraordinary General Meeting (EGM) holders must have access to the management reports, annual accounts, and auditor’s reports, if applicable, before the meeting. • Attendance Sheet: There must be a mandatory attendance sheet at the entrance of the meeting
venue, mentioning the names and shareholding of the participants (or representatives), allowing the quorum to be verified. • Holding of the Meeting: There must be a designa - tion of the bureau (president, scrutineers, secre - tary), verification of the quorum, presentation of reports, debates, and a vote on resolutions (ordi - nary or special). • Minutes of the General Meeting: Minutes record - ing the deliberations and results of the votes must be prepared and signed, and are to be kept in a register at the head office. Statutory auditors also play a key role in the inde - pendent oversight of companies by auditing financial statements, ensuring compliance with accounting, detecting fraud or mismanagement, and reporting to shareholders. • A public limited company with a board of directors is managed either by a general manager, or by a chairperson of the board and a general manager. • The board of directors is composed of a minimum of three members and a maximum of 12 members. They can be shareholders or not. • The number of directors may be temporarily exceeded in the event of a merger with one or more companies, up to the total number of direc - tors who have been in office for more than six months in the merged companies, but may not exceed 24. 3.2 Board Members The board of directors together determines the orien - tations of the company’s activities and ensures their implementation. The board jointly deals with all mat - ters relating to the smooth running of the company and regulates matters concerning it through its delib - erations. However, the chairperson of the board of directors and the CEO have specific roles. 3. Directors and Officers 3.1 Board Structure
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