Corporate Governance in Cameroon
Overview
Corporate governance in Cameroon is shaped by a combination of national legislation, the OHADA regional business-law framework, capital-market regulation within the CEMAC region, and specialized prudential requirements for financial institutions. The framework has developed through the formalization of company law, stronger financial reporting requirements, the development of the regional securities market, and increasing attention to board accountability, transparency, risk management, and responsible corporate conduct.
A significant feature of the Cameroonian framework is the application of OHADA business law. As an OHADA member state, Cameroon applies the regional legal framework governing commercial companies and economic interest groups. This establishes common rules concerning the formation and operation of companies, shareholders, corporate bodies, directors and managers, financial information, corporate decisions, and the responsibilities of persons exercising management functions.
Several key elements shape corporate governance in Cameroon:
- shareholder rights and participation in corporate decisions
- responsibilities and accountability of directors and managers
- supervision of corporate management
- financial reporting and disclosure
- internal control and audit
- management of conflicts of interest
- risk management and regulatory compliance
- transparency and responsible corporate conduct
The general meeting of shareholders is an important mechanism through which ownership rights are exercised. Shareholders participate in decisions reserved for them under the applicable company-law framework, including matters concerning the appointment and removal of corporate officers, approval of financial statements, distribution of profits, and significant changes affecting the company.
The administration and management of companies are subject to defined responsibilities under the OHADA framework. Depending on the legal form adopted, companies may have different arrangements for administration and supervision. Directors and managers are expected to act within their legal and statutory powers and in the interests of the company, while mechanisms concerning liability and conflicts of interest support greater accountability.
Cameroon also has a dedicated corporate governance initiative developed by the private-sector organization GECAM. The framework was adopted by the GICAM board in January 2023 and subsequently presented to the business community in March 2023. It was developed specifically for the Cameroonian business environment and provides governance recommendations intended to strengthen the effectiveness, sustainability, and competitiveness of enterprises.
The private-sector governance framework is designed to accommodate different categories of enterprises. Supporting implementation materials address public enterprises, regulated enterprises, companies making public offerings and listed companies, multinational enterprises, and small and medium-sized and family-owned businesses. This differentiated approach recognizes that governance arrangements need to reflect the size, ownership structure, activities, and regulatory environment of individual enterprises.
Board effectiveness is a central element of the governance framework. Particular emphasis is placed on the responsibilities and composition of the board, the relationship between the board and executive management, strategic oversight, monitoring of performance, ethical conduct, conflicts of interest, and the protection of shareholder interests.
Transparency and financial accountability are also important components of corporate governance in Cameroon. Companies are subject to accounting and financial-reporting requirements under the OHADA accounting framework, while entities operating in the capital market face additional disclosure requirements. Reliable financial information enables shareholders, investors, regulators, and other stakeholders to assess corporate performance and financial condition.
Cameroon's capital market operates within the regional CEMAC financial-market structure and is supervised by the Commission de Surveillance du Marché Financier. Issuers whose securities are offered to the public or admitted to trading within the regional market are subject to requirements concerning disclosure, investor protection, financial information, and market transparency. These requirements provide an additional layer of governance for companies accessing public capital.
The banking and financial sector operates under a specialized regional supervisory framework administered through COBAC, with the Bank of Central African States providing the regional institutional framework. Financial institutions are subject to enhanced requirements concerning board and senior-management responsibilities, internal control, audit, risk management, compliance, and the suitability of persons occupying key management positions.
Corporate governance requirements are therefore more extensive for regulated financial institutions and companies operating in the capital market than for ordinary privately held enterprises. The combination of OHADA company law, regional financial regulation, and the national private-sector governance initiative creates a multi-layered governance environment.
Public enterprises are subject to additional governance considerations arising from the state's ownership role. Their governance environment involves requirements concerning public ownership, management responsibilities, financial accountability, oversight, and the management of public assets. This creates a distinct governance dimension alongside the rules applicable to privately owned companies.
Overall, corporate governance in Cameroon is characterized by a combination of regional OHADA company law, national corporate-governance initiatives, CEMAC capital-market regulation, and specialized financial-sector supervision. The framework places increasing emphasis on accountable boards and management, shareholder protection, transparency, financial reporting, internal controls, audit, risk management, and ethical corporate conduct. The adoption of a dedicated private-sector governance framework in 2023 represents an important development in the continued formalization of corporate governance practices in Cameroon.
References
Organisation pour l'Harmonisation en Afrique du Droit des Affaires (OHADA) – Actes Uniformes
https://www.ohada.org/actes-uniformes/
GECAM – Code de Bonne Gouvernance des Entreprises, 2023
https://legecam.cm/wp-content/uploads/2024/06/code-de-bonne-gouvernance-dentreprisefr-new.pdf
GECAM – Gouvernance & RSE
https://legecam.cm/gouvernance-et-rse/
Commission de Surveillance du Marché Financier – Official Documents and Regulations
https://webcosumaf.org/our-documents
Bank of Central African States – COBAC Regulations
https://www.beac.int/supervision-bancaire/reglements-de-cobac/
Contact
Groupement des Entreprises du Cameroun (GECAM)
Address: Bonanjo, B.P. 829, Douala, Cameroon
Phone: +237 233 42 31 41 / +237 233 42 64 99
Email: gecam@legecam.cm
Website: https://legecam.cm/
Disclaimer: This information was collected in April 2026 using AI tools and may contain errors or be out of date. Please submit any updates to: admin@ecgi.org
