Definition of Key Personnel of the Governing body of a Credit Institution in Cameroon
- Executive Director: a director of the institution subject to these regulations who also holds a position on the executive body of said institution, one of its affiliated companies, or within the group to which that institution belongs;
- Non-Executive Director: a director of the institution subject to these regulations who does not hold a position on the executive body of said institution;
- Independent Director: a director of the institution subject to these regulations who has no other relationship of any kind with that institution, with the group to which it belongs, or with its management that could compromise the exercise of their independent judgment;
- General Meeting: meeting and decision-making and consultation body of the holders or owners of a portion or all of the capital, the social endowment, or the equivalent element of the social assets;
- Board of Directors: body responsible for overseeing, on behalf of the capital providers, the situation and management of the institution;
- General Management or Executive Body: all the persons who ensure the day-to-day management of the institution subject to the provisions of Article 18 of the Annex to the Convention of January 17, 1992.
Guiding Principles for the Appointment of Board Members
The Board of Directors is a collegial body that collectively represents all shareholders and is obligated to act in all circumstances in the best interests of the institution.
In its pursuit of independence, professionalism, and effectiveness, the Board of Directors must include independent directors.
Unless they incur personal liability, each director must consider themselves the representative of all shareholders and act accordingly in the performance of their duties.
Every institution subject to these regulations must implement a formalized, rigorous, and transparent procedure for the selection and appointment of directors.
The appointment of directors is subject to prior notification of the Central African Banking Commission at least fifteen (15) days before the date of the first meeting attended by the individuals concerned.
Composition of the Board of Directors
The composition and organization of the work of the Board of Directors must be appropriate to the shareholding structure, the size and nature of each establishment's activity, and the specific circumstances it is experiencing.