Appointment and term of office of the general manager
According to article 485 of the OHADA Law of 2014, the board of directors shall appoint from among its members a general manager who must be a natural person.
On the proposal of the general manager, the board of directors may appoint one or more individuals to assist the general manager as a deputy general manager under the conditions set forth in articles 471 to 476 of same law.
The board of directors shall freely set the term of office of the general manager.
The mandate of the general manager is renewable.
Duties and remuneration of the general manager
The general manager is responsible for the general management of the company. He represents it in its dealings with third parties.
For the performance of his duties, he is invested with the broadest powers, which he shall exercise within the limits of the company purpose, and subject to powers expressly vested to general meetings or specially reserved to the board of directors by the laws or provisions of the article of association.
In his dealings with third parties, the company is bound, even by actions of the general manager which do not fall within the company purpose, under the terms and limits set forth in article 122 of the OHADA law.
The provisions of the articles of association, the decisions of the meetings or of the board of directors limiting those powers shall not be enforceable against bona fide third parties.
The general manager may be bound to the company by an employment agreement under the conditions set forth in article 426 of the law.
The terms and amount of the remuneration of the general manager are determined by the board of directors.
Where applicable, in kind benefits granted to him are determined under the same terms as his remuneration.
If he is a director, the general manager shall not take part in the vote on his remuneration and his vote shall not be taken into account for the calculation of quorum and majority.
Except for wages paid and in kind benefits granted pursuant to an employment agreement, the general manager may receive no remuneration from the company other than as provided for in this article.
Any decision taken in violation of this article shall be null.
Absence and removal of the general manager
In the event of a temporary or permanent absence of the general manager, the board of directors shall immediately designate a replacement until by appointing a new general manager.
The general manager may be removed at any time by the board of directors.
If the removal is decided without just cause, damages may be awarded.
Except for death or removal, the functions of general manager shall normally expire at the end of his term of office