HOW TO REGISTER A PUBLIC LIMITED LIABILITY COMPANY IN CAMEROON WITH A BOARD OF DIRECTORS 2023
Do you have a business creation project and have you heard of a public limited company with a board of directors? Are you wondering what it is exactly? How does it work? Who are the members of the board of directors? We answer all your questions about the public limited company with a board of directors.
DEFINITION
A public limited company with a board of directors is a PLC whose management is ensured by a general manager and a board of directors. The latter is a collegiate body that decides on the strategic orientations to be taken and ensures that they are properly implemented.
However, if the public limited company with a board of directors remains the traditional form of the public limited company, the founding shareholders can decide not to appoint one. In this case, they must opt for the executive board. Indeed, the appointment of a supervisory body is mandatory in this type of company.
What is the role of the board of directors in PLC?
The board of directors of a company is a control body that defends the interests of the shareholders. As such, the board of directors and general management work together to grow the business. However, it is the Board of Directors that drives the strategic choices and ensures that the CEO follows the decisions taken. He, therefore, participates actively in the life of the company.
In this capacity, the Chief Executive Officer reports to the Board of Directors, which has broad prerogatives since it can in particular:
• make irrevocable decisions in certain cases;
• convene a general meeting of shareholders to proceed to a vote;
• Appoint or dismiss the CEO.
Moreover, the Board of Directors can meet as often as it wishes.
A true safeguard, the role of the Board of Directors is to give its opinion on everything relating to the corporate purpose of the public limited company and its operation.
Who can be a director of a public limited company?
A director of a public limited company can be a natural person or a legal person. It is not necessary to be a shareholder of the SA to hold this position, nor to have a corporate office.
However, there are certain restrictions for being a director of a PLC.
First of all, the statutes of the public limited company must provide for an age limit beyond which it is no longer possible to sit on the board of directors. In addition, unless otherwise provided in the articles of association, the number of directors aged over 70 must not represent more than one-third of the members of the board.
In addition, persons subject to a management ban cannot claim to occupy a position on the board of directors of a plc Similarly, certain professions are deemed incompatible with this function due to a risk of conflict of interest. This is particularly the case for notaries, chartered accountants, and auditors.
Furthermore, in principle, a director of a public limited company cannot be an employee of the company. However, there are some rare exceptions, in particular, if the employment contract was signed before the appointment to the board of directors.
Finally, a director cannot accumulate more than 5 seats in management or control bodies in French companies.
Who can be chairman of a public limited company?
The chairman of the board of directors of a public limited company must be a natural person chosen from among the members of the company’s board of directors. In principle, he must not be older than 65, unless otherwise stated in the SA’s articles of association.
The Chairman of the Board of Directors and the Managing Director may be the same person.
What is the role of the chairman in PLC?
The role of the chairman in a plc with a board of directors is to organize and lead the meetings of the members of the board.
He must ensure that the directors have all the elements necessary to accomplish their mission and he ensures the proper functioning of the collegiate body.
What are the powers of the chairman in plc.?
The Chairman of the Board of Directors of the public limited company has the same powers as the other members.
Moreover, because of his position, his strategic vision strongly influences the orientations given by the board of directors to the executive power within the company. In the event of disagreement between the members of the Board of Directors, its vote may be decisive.
How is the chairman of a public limited company remunerated?
The chairman of plc performs his functions free of charge or against payment. This decision is up to the shareholders who state it in the articles of association. However, it is recommended to show the amount of the possible remuneration of the chairman in a separate document. This avoids having to launch a procedure for modifying the articles of association in the event of a change in the situation.
In addition, as compensation, the Chairman of the Board of Directors of the plc may receive stock options.
How to dismiss the president of a public limited company?
Board members can revoke the chairman at any time. The statutes cannot provide otherwise. The principle of dismissal ad nutum is therefore applicable to the president.
However, to be able to dismiss the chairman of plc, the same conditions for his appointment must be met, namely:
• the presence or representation of at least half of the members of the board;
• A decision is taken by a majority vote.
Moreover, if the chairman of the public limited company no longer fulfils the conditions to be a director, he loses his position as chairman at the same time.
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Article by CHUO ANGABUA JUNIOR
‘’The content of this article is intended to provide a general guide to the subject matter. We insist specialist advice be sought depending on your specific circumstance’’
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