CAMEROON Law and Practice Contributed by: Bayee A. Besong, Besong & Co
3.6 Legal Duties of Directors/Officers Directors The main legal functions of directors are outlined below. Providing direction and oversight of the company Directors serve on the board of directors, which is responsible for: • defining the company’s overall strategy; • overseeing and supervising executive management (including the managing director or chief executive officer); and • ensuring the smooth running of the company. The board therefore acts as both a decision-making and supervisory body. Ensuring compliance with laws and statutes Directors are required to: • comply with applicable commercial and tax laws; • ensure compliance with the company’s articles of association; and • ensure that the decisions of the board and the general assembly are carried out. In the event of a violation of the law or the articles of association, directors may incur civil or criminal liability. Exercising a duty of care and competence Directors are required to: • act with prudence, competence and diligence; • make decisions in the interests of the company; and • actively participate in board meetings. Protecting the company’s interests Directors must act in the best interests of the com - pany and shareholders, for example by: • promoting the success and growth of the com - pany; and • avoiding negligent or abusive management.
Avoiding conflicts of interest Directors are required to: • avoid any situation where his/her personal interest is opposed to that of society; and • report any personal interest in a transaction with the corporation. Participating in important decisions Collectively, directors make decisions such as: • approval of certain major contracts; • convening of the general meeting; • appointment or control of officers; and • validation of certain financial transactions. Officers The main legal functions of officers are as follows. Legally representing the company The managing director or chief executive officer rep - resents the company in its dealings with third parties, including customers, banks, business partners and the courts. In this capacity, the officer may: • sign contracts; • engage the company in transactions; and • represent the company in court. Ensuring the day-to-day management of the company Officers are responsible for the day-to-day manage - ment of the company, including: • organising and overseeing business activities; • managing human resources; • supervising financial operations; and • implementing decisions taken by the company’s governing bodies. Implementing the decisions of the corporate bodies Officers must implement the decisions taken by: • the general meeting of shareholders; and • the board of directors (in a public limited company).
118 CHAMBERS.COM
Powered by FlippingBook