The Enhancement of Corporate Governance through the Deliberative and Control Organs of Public Limited Companies in Cameroon

Abstract

Corporate governance in commercial companies is illustrated in the deliberative organs of Public Limited Companies. The organs in charge of management and control, are the shareholders at general meetings, the board of directors and the audit committee. They work to ensure increased effectiveness and strengthening of the accountability of the board, during such meetings. It is undeniable that these meetings are forums to enable the enforcement of transparency, accountability, efficiency, checks and balances that lead to good governance in corporate management so as to achieve growth. Although the OHADA Uniform Act on Commercial Companies and Economic Interest Groups has put in place good corporate governance measures like, the rule of law, transparency etc, commercial companies continue to wind up unjustifiably due to bad corporate governance. This research adopts a doctrinal method to examine the relevance of the deliberative organs of Public Limited Companies, in the enhancement of good corporate governance. It is discovered that the majority rule puts minority shareholders at a disadvantaged position, especially when redress is to be sought through derivative action; limited access to draft resolutions in the agenda of general meetings etc. Further, the statutory powers of auditors to access sensitive data, the use of experts of their choice, corruption by auditors and impossibility of counter checks by the deliberative organs, is put to test. This study recommends among others an amendment of the legal situation of minority shareholders, effective control of auditors, and a review of the discretional powers of the board of directors to authorize the functioning of committees in charge of certain questions, as per article 437 of the OHADA Uniform Act on Commercial Companies and Economic Interest Groups to enhance effective corporate governance.