CAMEROON Law and Practice Contributed by: Bayee A. Besong, Besong & Co
The role of the chairperson of the board of directors is as follows: • chair board meetings and general assemblies; • ensure that the board of directors assumes control over the management of the company entrusted to the CEO; • carry out the verifications it deems appropriate and obtain from the CEO all the documents it considers useful for the accomplishment of its mission; and • communicate this information to each board mem - ber. The role of the CEO is as follows: • ensure the general management of the company; and • represent the company in its dealings with third parties. 3.3 Board Composition The boards of directors are composed of a minimum of three members and a maximum of 12 members, whether or not they are shareholders. 3.4 Appointment and Removal of Directors/ Officers Appointment of Directors The first directors are appointed by the articles of association or, as the case may be, by the constitu - tive general assembly meeting. During the life of the company, the directors are appointed by the ordinary general meeting of shareholders; however, in the event of a merger, an extraordinary general meeting may appoint new directors. Removal of Directors Except in the event of death or termination of office, the duties of the directors end at the end of the ordi - nary general meeting that approved the financial statements for the financial year, and held in the year in which their term of office expires. However, the directors may be removed at any time by the ordinary general meeting of shareholders. There are restrictions on who can be appointed as a director of a company, to include:
• a physical person who already holds the office of director simultaneously on more than five boards of directors of public limited companies having their registered office in the territory of the same mem - ber state; and • an employee of the company whose employment contract does not correspond to an actual job. 3.5 Independence of Directors The directors of public limited companies are inde - pendent; however, in order to avoid potential conflicts of interest, some of their agreements must be subject to the prior authorisation of the board of directors, in particular: • any agreement between a public limited company and one of its directors, general managers or deputy general managers; • any agreement between a company and a share - holder holding a stake greater than or equal to 10% of the company’s capital; • any agreement in which a director, a general man - ager, a deputy general manager or a shareholder holding a stake greater than or equal to 10% of the capital of the company is indirectly interested or in which he/she deals with the company through an intermediary; and • any agreement entered into between a company and an enterprise or a legal person, if one of the directors, the general manager, the deputy general manager or a shareholder holding a stake greater than or equal to 10% of the capital of the com - pany is the owner of the company or an indefinitely liable partner, manager, director, general manager, deputy general manager, or other corporate officer of the contracting legal person. Also, under pain of nullity of their agreement, it is for - bidden for directors, general managers and deputy general managers, as well as their spouses, ascend - ants or descendants and other intermediaries, to con - tract, in any form whatsoever, loans from the compa - ny, to obtain from it an overdraft in the current account or otherwise, as well as to have their commitments to third parties guaranteed or endorsed by it.
117 CHAMBERS.COM
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