Cameroon, 17 October 2024 -/African Media Agency (AMA)/- As the majority shareholder of SOPROICAM, Advanced Finance & Investment Group (AFIG Funds) has been made aware of recent false claims circulated on Tuesday, 15 October 2024, regarding changes in the company’s leadership. AFIG Funds firmly rejects and denounces these claims.
No legal changes have been made. We confirm that Mr. Papa Madiaw Ndiaye remains Chairman of the Board, and Mr. Jean Bernard Djiakam continues in his role as CEO.
We refute the actions of former CEO Mr Diffo, whose efforts have undermined the organisation’s reputation and stability without merit. AFIG Funds has taken all necessary legal measures to safeguard SOPROICAM’s operational viability, business integrity, and the trust of our stakeholders. We remain committed to acting in good faith and will provide further updates as the situation evolves.
On October 04, 2024, an invitation to a board meeting was communicated by board members Mr. Kolo and Mr. Djoudjou, for the meeting to be held on October 13, 2024, at the company Head office located at Yato. Invited to the Board meeting were the following board members:
NDIAYE Papa Madiaw
DIFFO Raymond
BACKER Patrice Raymond
OKORO Kelechi Kingsley
DJOUDJOU Thomas
KOLO ATANGANA Yves
Whereas the meeting was properly convened by a third of the board members, several irregularities are evident, thus rendering any resolutions taken null and void: to wit:
1. Article 453 of the OHADA Treaty which regulates commercial companies and economic interest groups states that “The proceedings of the board of directors shall only be valid if all its members were duly invited of the meeting”.
It is our understanding that some members of the board objected (by official means) to the holding of the said meeting; thus, the meeting cannot be said to have been validly and legally held considering the objection and absence of other board members.
2. Article 454 of the OHADA Treaty states that “ The proceedings of the board of directors shall be valid only where at least half of its members are present. Any clause to the contrary shall be void”
The minutes of the board meeting which should detail the deliberations and resolutions taken have not been established, and as such, it is uncertain that a meeting actually took place as no evidence of same has been presented; the evidence being the minutes of the purported board meeting.
3. The same Article 454 states that “Decisions of the board of directors shall be taken by a majority of the members present or represented….”
However, this meeting was objected to and was not attended by three other board members BACKER Patrice Raymond, OKORO Kelechi Kingsley, and NDIAYE Papa Madiaw; as such, these persons never had a say in the resolutions taken nor had the opportunity to exercise their voting rights.
4. Article 457 of the OHADA Treaty states that “Sessions of the board of directors shall be presided over by the chairperson of the board of directors”.
As per corporate records, NDIAYE Papa Madiaw is listed as the chairperson of the board of directors, and as such, is the authority legally required to preside over any board meetings, and equally endorse any resolutions taken during the board meeting.
5. Article 460 of the OHADA Treaty states that “ Copies of or extracts from the minutes of the board of directors shall be validly certified by the chairperson of the board, the general manager or, failing this, by an attorney-in-fact duly appointed to do so.
It is noted that the minutes of the board meeting were never certified by NDIAYE Papa Madiaw who is the chairperson of the board of directors nor Jean Bernard Djiakam who is General
Manager of SOPROICAM, as per company records. It is clearly illegal to cause the holding of a board meeting with the objection and absence of the chairperson of the board and other board members, to take resolutions appointing oneself as the chairperson of the board and endorsing the said board resolution.
In our estimation, the resolutions taken during the board meeting of October 13, 2024, are subject to contestation/opposition per the above irregularities perceived in the process. Prompt action should be taken to pre-empt the implementation/execution of the said resolutions.
Kind regards,
John Halle
For the Law Firm
Distributed by African Media Agency (AMA) on behalf of AFIG Funds
Media Contact:
Africa Communications Group
arnold@africacommunicationsgroup.com
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