Introduction

Corporate governance in Cameroon is governed by a combination of OHADA law and Cameroonian company law. Directors of companies operating in Cameroon must navigate this complex legal framework, which imposes a range of obligations on directors and other officers of the company.

This guide provides a practical overview of the key governance requirements for directors of Cameroonian companies, covering board composition and procedures, related-party transactions, financial reporting and disclosure, and director liability.

Board composition and procedures

Under OHADA law, the board of directors of a société anonyme (SA) must have a minimum of three and a maximum of twelve members. Directors are appointed by the shareholders at a general meeting and serve for a term of up to six years, renewable.

The board must meet at least once per year to approve the annual accounts and at such other times as required by the company's articles of association or the board itself. Board meetings may be held in person or, subject to the company's articles, by videoconference or other electronic means.

Related-party transactions

OHADA law imposes strict rules on related-party transactions, requiring prior approval by the board of directors and, in some cases, by the shareholders. Directors who have a personal interest in a transaction must disclose that interest to the board and abstain from voting on the transaction.

Financial reporting and disclosure

Companies in Cameroon are required to prepare annual financial statements in accordance with the OHADA Uniform Act on Accounting Law (Acte Uniforme relatif au droit comptable et à l'information financière, or AUDCIF). The financial statements must be approved by the board of directors and presented to the shareholders at the annual general meeting.

Director liability

Directors of Cameroonian companies may be held personally liable for breaches of their legal obligations, including breaches of OHADA law, Cameroonian company law and the company's articles of association. Directors may also be held criminally liable for certain offences, including fraudulent misrepresentation and misappropriation of company assets.