Appointment and term of office of the chairman of the board of directors
According to article 477 of the OHADA Law of 2014, the board of directors shall appoint a chairman who must be a natural person among its members.
The term of office of the chairman of the board of directors cannot exceed that of his mandate as director.
The mandate of a chairman of the board of directors is renewable.
No one shall simultaneously accept more than three (3) appointments as chairman of the board of directors of public limited companies having their headquarters on the territory of a single State party.
Likewise, the office of the chairman of the board of directors cannot be cumulated with more than two (2) positions of general director or general manager of public limited companies having their headquarters on the territory of a single State party.
The provisions of paragraphs 3 and 4 of article 425 of the OHADA Law about a plurality of positions of the director apply to the chairman of the board of directors.
Duties and compensation of the chairman of the board of directors
The chairman of the board of directors shall chair the meetings of the board of directors and the general meetings.
He shall ensure that the board of directors oversees the management of the company entrusted to the general manager.
At any time of the year, the chairman of the board of directors shall carry out verifications he deems relevant and may request from the general manager, who is required to comply, all documents he deems necessary for the performance of his duties. The chairman of the board of directors shall forward such materials and information to each director.
The chairman of the board of directors may be bound to the company by an employment agreement under the conditions outlined in article 426 of the same law.
The terms and amount of the compensation of the chairman of the board of directors are fixed by the board of directors.
Where applicable, benefits in kind offered to him are fixed under the same terms as for his compensation.
Except for wages paid and in-kind benefits accorded under an employment agreement, the chairman of the board of directors may receive no compensation from the company other than as provided for in this article.
The chairman of the board of directors shall not take part in the vote on his compensation and his vote shall not be taken into account for the calculation of quorum and majority.
Any decision taken in violation of this article shall be null.
Absence and removal of the chairman of the board of directors
In the event of a temporary absence of its chairman, the board of directors may designate, for the term, it sets, another member to fulfill the duties of the chairman.
In the event of the death or cessation of functions by its chairman, the board shall appoint a new chairperson or designate a director to replace the chairman until the appointment of a new one.
The board of directors may remove its chairman at any time.