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.
Without prejudice to the specific provisions contained in the COBAC regulation on internal control in credit institutions, each institution must establish specialized committees tasked, as needed, with assisting the Board of Directors on specific matters.
The delegation of certain powers by the Board of Directors to the specialized committees and to the General Management may in no way limit or relieve the duties or responsibilities of the Board and its directors.
Every credit institution must establish a Remuneration Committee, an Audit Committee, and a Corporate Governance Committee. It must also have a committee that oversees the process of appointing directors and their re-election at the end of their term, following performance evaluations.
Each specialized committee must be subject to a formal written delegation procedure with clear terms of reference and specific reporting obligations.