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.
The Board of Directors must pay particular attention to preventing potential conflicts of interest, ensuring the transparency of information provided, and fairly considering all competing interests.
The Corporate Governance Committee is responsible for making proposals to the Board of Directors for managing conflicts of interest through the implementation, monitoring, and evaluation of a code of ethics and good business conduct.
A specific procedure must enable directors and general managers to avoid conflicts of interest by informing the Chairman of the Board of Directors of any situation involving potential conflicts with the credit institution.
Directors and general managers must be formally prohibited from trading in the credit institution's securities during specific sensitive periods, particularly those preceding the announcement of financial results.