CAMEROON Law and Practice Contributed by: Bayee A. Besong, Besong & Co
3.9 Other Claims/Enforcement Against Directors/Officers Under local law, directors or officers who violate requirements of corporate governance may be crimi - nally prosecuted for deceiving shareholders. Any director, manager or auditor of a company who, with the aim of misleading one or more partners, shareholders or creditors, makes a false statement or provides a false account could be prosecuted. Directors and officers are liable to the company, shareholders or third parties for faults committed in the performance of their duties; however, their liability may be limited by the articles of association to cer - tain unintentional acts or minor negligence, but not for gross negligence. 3.10 Payments to Directors/Officers Management needs board approval to: • receive office allowances; • receive exceptional remuneration for the missions and mandates entrusted to them; and • to receive reimbursement for travel, costs and expenses incurred in the interest of the company. Failure to comply with these approval requirements results in the nullity of their acts. Like many other jurisdictions, the relationship between a Cameroonian company and its shareholders is legal, contractual and financial. Similarly, the relation is gov - erned by the Uniform Act. The company is a separate legal personality from its shareholders. The company issues shares, which rep - resent the consideration for the contributions made by the shareholders. The shares confer on their holders: • a right to distributed profits; 4. Shareholders 4.1 Companies and Shareholders
Ensuring compliance with laws and regulations Officers must ensure that the company complies with: • commercial laws; • tax rules; • social rules (labour law); and • the articles of association of the company. Failure to comply with these obligations may result in civil or criminal liability. Ensuring financial and accounting management Officers must: • keep regular accounts; • prepare financial statements; and • present the accounts to the general meeting. Protecting the company’s interests Officers must act in the best interests of the company rather than in their own personal interests. They are required to avoid conflicts of interest and to manage the company with loyalty, diligence and integrity. 3.7 Responsibility/Accountability of Directors The first directors owe their function to the sharehold - ers who choose them at the company’s constitutive general meeting. In Cameroon, board members are appointed by the constitutive or ordinary general meeting of sharehold - ers. This means that their mandate comes directly from the owners of the company (the shareholders). The general meeting can also renew their mandate, set the duration of their functions, or dismiss them if necessary. As directors are deemed independent, they are not required to consider the interests of any - one else when carrying out their duties. 3.8 Breach of Directors’ Duties A competent court may enforce the obligations of the directors on the referral of any interested party. The action taken by the board member may therefore be declared null and void.
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