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 and its Chairman must maintain their independence from the General Management.
Each director must possess the minimum competence required to understand the operations of the institution and demonstrate sufficient integrity in carrying out their duties.
Each director must be mindful of the interests of all shareholders, be sufficiently involved in defining the strategy and in deliberations to effectively participate in the decisions of the Board of Directors.
Each credit institution must take all necessary measures to ensure a balanced composition of its Board of Directors and that of the specialized committees established, by adopting provisions to assure shareholders that their duties are performed with the necessary independence and objectivity.
The Board of Directors examines, on a case-by-case basis and upon the recommendation of the Nominating Committee, the situation of each of its members with regard to the defined independence criteria and informs the shareholders in the annual report and the General Meeting during the election of Directors of its findings.
No person holding high political or equivalent elected office, which could compromise the exercise of freedom of judgment or confer legal or de facto immunity from jurisdiction, may serve as a member of the Board of Directors of a credit institution.
In credit institutions with public participation, persons holding administrative positions may be appointed as directors representing the State.
To prevent the risk of conflicts of interest, the independent director must not:
- Be an employee or corporate officer of the reporting entity, an employee, director, Chief Executive Officer, or Deputy Chief Executive Officer of its parent company or of a company it is consolidating, and must not have held one of these positions during the previous five years;
- Be a corporate officer of a company in which the reporting entity directly or indirectly holds a directorship, or in which an employee designated as such or a current or former corporate officer of the entity holds a directorship;
- Be a client, supplier, investment banker, or financing banker of the reporting entity, or must not be directly or indirectly related to any of these persons;
- Have a family relationship with a corporate officer of the credit institution;
- Have been an auditor of the reporting entity during the previous five years.