Purpose of the Management Company in Cameroon
The exclusive purpose of the management company shall be to manage the SICAV and mutual funds governed by the Law No. 2016/010 of 12 July 2016.
Only investment service providers authorized by the Financial Market Commission may act as mutual fund management companies.
The conditions for exercising the activities of a UCITS management company are laid down by regulation of the Financial Market Commission.
The head office and administration of a management company must be located in Cameroon.
The management company shall represent the mutual fund with third parties and may go to law to defend or assert the rights or interests of shareholders.
The management company may not carry out transactions on behalf of the mutual fund other than those necessary for the management of the fund. A management company shall not be authorized to sell securities not included in the mutual fund, or contract loans on behalf of the latter.
The managers of a management company may hold other management positions concurrently in similar entities for no more than 5 (five) terms, unless waived by the Financial Market Commission.
The assets of a UCITS shall be kept by a single depositary distinct from the SICAV or the management company of the mutual fund.
The Depository
In accordance with Law No. 2016/010 of 12 July 2016. a Depository is a corporate body responsible for safekeeping of assets and checking the regularity of decisions taken on behalf of an undertaking for collective investment in transferable securities in Cameroon.
The depositary shall be designated in the articles of association of the SICAV or the management regulations of the mutual fund.
The depositary shall be selected by the management company from a list of investment service providers approved by the Financial Market Commission for safekeeping of assets.
The fact that the depositary entrusts all or part of the assets in his custody to a third party shall not affect or preclude his responsibility.
The head office of the depositary must be located in Cameroon.
The depositary shall ensure the regularity of the decisions of the SICAV or the mutual fund management company.
Under the conditions laid down by regulation of the Financial Market Commission, the depositary shall in particular:
- Ensure that the sale, issuance, buyback, reimbursement and cancellation of units or shares undertaken by a UCITS or on its behalf, are consistent with applicable laws and regulations and with the background note of the UCITS;
- Ensure that the calculation of the value of units or shares is consistent with applicable laws and regulations and with the information notice of the UCITS;
- Carry out the instructions of the SICAV or the management company, unless such instructions are contrary to the laws or regulations and background note of the UCITS;
- Ensure that in transactions involving assets of the UCITS, the counterpart is remitted to him within the normal time-frame;
- ensure that the income of the UCITS is allocated pursuant to the laws or regulations and the information notice issued by the UCITS.
The depositary shall keep a chronological statement of the transactions undertaken on behalf of a UCITS and prepare, at least once every three months, the inventory of assets managed by the UCITS.
Such documents may be consulted by the auditor and by shareholders or unit holders, as well as any sworn officer specifically authorized for this purpose by the Financial Market Commission.
The depositary of a UCITS shall be responsible, vis-à-vis the management or SICAVs and shareholders or unit holders, for any prejudice they may suffer due to non-performance or improper performance of his obligations.
The responsibility of a depositary of a mutual fund vis-à-vis shareholders may be invoked directly or indirectly through the management company, according to the legal nature of the relationship existing between the depositary, the management company, and the shareholder.
Without prejudice to the provisions of the OHADA Uniform Act relating to Commercial Companies and Economic Interest Groups, the conditions for liquidating and terms of assets sharing are laid down by the articles of association or regulations of the UCITS.
Management companies or depositaries shall act as liquidator. Failing this, the competent court of the place where the management company's head office is found shall appoint a liquidator at the request of any interested person.
However, notwithstanding the provisions of the OHADA Uniform Act relating to the Law on Commercial Companies and Economic Interest Groups, where management companies or depositaries show proof of serious difficulties in performing their duty as liquidator, such duty shall be performed by a third party appointed by the President of the competent court at the request of the President of the Financial Market Commission.
The management company or depositary shall be jointly or severally liable, as appropriate, to third parties or unit holders, for either breaches of laws or regulations applicable to Mutual Investment Funds, violation of the fund management regulation or their errors.
Obligations of the Auditor
The accounts and financial statements of a UCITS shall be audited by an auditor.
The UCITS statutory auditor shall be subject to the professional obligations provided for by the laws and regulations in force.
The UCITS statutory auditor shall be designated for 3 (three) financial years by the SICAV Board of Directors or jointly designated by the trust company and the depositary of the Mutual Investment Fund, as the case may be.
The UCITS statutory auditor must be chosen from among accountants approved by the Financial Market Commission to work with issuers of public call for capital.
At the incorporation of the UCITS, the first statutory auditor shall be designated by the founders of the SICAV or mutual fund in the articles of incorporation or the management regulation, as appropriate.
The appointment of a UCITS statutory auditor shall be subject to the prior declaration of the Financial Market Commission.
The statutory auditor shall be bound to immediately report to the Financial Market Commission any fact or decision regarding UCITS which he is aware of in the discharge of his duty, and that may:
- Constitute a breach of the laws and regulations applicable to this undertaking and likely to have a significant impact on its financial position, results and assets;
- Affect the conditions or continuity of its operation;
- Lead to the issuance of reserves or refusal of account certification.
The statutory auditor shall not be bound to professional secrecy vis-à- vis the Financial Market Commission.
The statutory auditor may not be held responsible for information or disclosures provided in the performance of the obligations imposed.
The Financial Market Commission may forward to the statutory auditors of the UCITS, information required to discharge their duties.
Information transmitted under such circumstances shall be covered by professional secrecy.
The statutory auditor may, at any time, conduct audits and controls within the UCITS which he deems appropriate, and may request immediate presentation of all documents which he deems useful in the discharge of his duties.
The statutory auditor shall be held responsible for providing false or misleading information to the Financial Market Commission or violation of professional secrecy.
The statutory auditor shall be bound to submit to the Financial Market Commission, within 6 (six) months of the end of each financial year, a report on the control conducted in the UCITS.
The statutory auditor shall report to the SICAV Board of Directors or the trust company of the Mutual Investment Fund, as well as the Financial Market Commission any irregularities and inaccuracies noted in the discharge of his duties.
In case of failure to appoint the statutory auditor, or unavoidable absence of or misconduct by the appointed auditor, the President of the Court of First Instance of the place where the head office of the SICAV or management company of the mutual investment fund is located shall, ruling in summary proceedings, appoint or replace him by order at the request of any shareholder or unit holder or the Financial Market Commission, board members or managers duly summoned.
The term of office thus conferred shall end upon appointment of the statutory auditor.