CAMEROON Law and Practice Contributed by: Bayee A. Besong, Besong & Co
year. Where an item is not comparable with the previous year’s figure, the prior-year figures must be adjusted accordingly, and any lack of compara - bility or adjustment must be disclosed in the notes to the accounts. Furthermore, the annual financial statements and the management report drawn up by the administrative or management bodies, as the case may be, must be submitted to the shareholders or members for approval within six months from the closing date of the financial year. Any enterprise which controls, exclusively or jointly, one or more other enterprises, or which exercises sig - nificant influence over them, must draw up and pub - lish each year the consolidated financial statements of the group constituted by all these companies together with a report on the management of this group. When an undertaking prepares consolidated financial statements, the auditors are to certify that these state - ments are regular and fair and give a true and fair view of the assets, liabilities and profit or loss of the undertakings included in the consolidation. They must also verify, where appropriate, the consistency of the information contained in the management report with the consolidated financial statements. It follows from the above that companies must draw up certified financial statements (balance sheet, income statement, cash flow statement, notes to the accounts) on an annual basis, a management report, and submit them to the shareholders for approval within six months of the close of the financial year. More flexible requirements apply to smaller compa - nies, as outlined below. Annual and Periodic Requirements • Annual Financial Statements: There is an obligation to produce a balance sheet, income statement, cash flow statement, and notes to the balance sheet at the end of each financial year, according to the normal or lean system. • Management’s Discussion and Analysis (MD&A): This is a document prepared by the management of the company outlining the company’s financial
situation, its evolution, and the significant events that have occurred after the close of the year. • Audits by the Statutory Auditors: Joint stock com - panies and certain other structures must have their financial statements audited by an auditor. Other Reporting Requirements • Minimum Treasury System (SMT): For very small enterprises (with a turnover of less than XAF30 million for the trade sector, XAF20 million for crafts, XAF10 million for services), simplified accounting is authorised. • Consolidated Financial Statements: Groups of companies must produce consolidated accounts, often in accordance with IFRS for companies offer - ing public securities. • Transparency Requirements: It is mandatory to maintain cash or accrual accounts in accordance with the principles of sincerity and true and fair representation. 5.2 Corporate Governance Arrangement Disclosure With respect to regulated agreements, it is manda - tory to submit certain matters to the shareholders for approval at a general meeting, in particular with regard to agreements between the company and its manag - ers or important shareholders. More specifically: • any agreement between a public limited company and one of its directors, managing directors or deputy general managers; • any agreement between a corporation and a share - holder holding an interest greater than or equal to 10% of the capital of the corporation; • any agreement in which a director, chief executive officer, assistant chief executive officer or share - holder holding an interest greater than or equal to 10% of the capital of the corporation is indirectly interested in or in which he or she deals with the corporation 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,
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