Cameroon, October 17, 2024 -/African Media Agency (AMA)/- As the majority shareholder of SOPROICAM, the Advanced Finance & Investment Group (AFIG Funds) was informed of the dissemination, on Tuesday October 15, 2024, of false allegations regarding changes at the top of the company. AFIG Funds strongly rejects and denounces these assertions.
No legal changes have been made or recorded. We confirm that Mr. Papa Madiaw Ndiaye remains Chairman of the Board of Directors and that Mr. Jean Bernard Djiakam retains his role as CEO.
We categorically deny the reckless, misleading and illegal actions of the former CEO, Mr. Diffo, whose efforts undermined the reputation and stability of the organization. AFIG Funds has taken all necessary legal measures to safeguard the operational viability of SOPROICAM, the integrity of the company and the trust of our stakeholders. We remain committed to acting in good faith and will provide additional information as the situation develops.
On October 4, 2024, an invitation to a meeting of the board of directors was communicated by the board members, Mr. Kolo and Mr. Djoudjou, for a meeting scheduled for October 13, 2024, at the company’s head office located in Yato . Board members invited to the meeting were:
- NDIAYE Papa Madiaw
- DIFFO Raymond
- BACKER Patrice Raymond
- KELECHI KINGSLEY
- DJOUDJOU Thomas
- THE LORD FOUND Yves
Although the meeting was correctly called by a third of the council members, several irregularities are apparent, thus rendering the resolutions taken null and void, namely:
1. Article 453 of the OHADA Treaty, which governs commercial companies and economic interest groups, stipulates that: “The deliberations of the board of directors are only valid if all its members have been regularly convened to the meeting” .
It is our understanding that some council members objected (through official means) to the holding of said meeting; therefore, the meeting cannot be considered legally and validly held in view of this objection and the absence of other members of the council.
2. Article 454 of the OHADA Treaty stipulates that: “The deliberations of the board of directors are only valid if at least half of its members are present. Any clause to the contrary is deemed unwritten.”
The minutes of the council meeting, which should detail the deliberations and resolutions taken, have not been taken, and as a result, it is uncertain whether a meeting actually took place, since there is no evidence of such a meeting. was presented, the evidence being the minutes of the purported board meeting.
3. The same article 454 stipulates that: “The decisions of the board of directors are taken by a majority of the members present or represented…”
However, this meeting was contested and was not attended by three other council members, namely BACKER Patrice Raymond, OKORO Kelechi Kingsley, and NDIAYE Papa Madiaw; as a result, these people were never able to express their opinion on the resolutions taken or exercise their right to vote.
4. Article 457 of the OHADA Treaty stipulates that: “The meetings of the board of directors are chaired by the president of the board of directors”.
According to the Company’s Commercial Registry, NDIAYE Papa Madiaw is listed as Chairman of the Board of Directors, and as such, is the legally required authority to chair all meetings of the Board and approve resolutions taken at of the council meeting.
5. Article 460 of the OHADA Treaty stipulates that: “The copies or extracts of the minutes of the board of directors are validly certified by the chairman of the board of directors, the general director or, failing that, by a duly authorized representative. designated for this purpose.
It is noted that the minutes of the meeting of the board of directors were never certified neither by NDIAYE Papa Madiaw, who is the president of the board of directors, nor by DJIAKAM Jean Bernard, who is general director of SOPROICAM , in accordance with the company’s Commercial Register. It is clearly illegal to call a meeting of the board of directors despite the objection and absence of the chairman of the board and other members of the board, to pass resolutions appointing himself as chairman of the board and approving said resolutions of the board. advice.
In our view, the resolutions taken at the board meeting on October 13, 2024 are subject to challenge/opposition due to the above-mentioned irregularities in the process. Prompt actions must be taken to prevent the implementation/execution of said resolutions.
Sincerely,
John Hall
For the law firm
Declaration of participation
As the majority shareholder of SOPROICAM, the Advanced Finance & Investment Group (AFIG Funds) was informed of the dissemination, on Tuesday October 15, 2024, of false allegations concerning changes at the top of the company. AFIG Funds strongly rejects and denounces these assertions.
No legal changes have been made or recorded. We confirm that Mr. Papa Madiaw Ndiaye remains Chairman of the Board of Directors and that Mr. Jean Bernard Djiakam retains his role as CEO.
We categorically deny the reckless, misleading and illegal actions of the former CEO, Mr. Diffo, whose efforts undermined the reputation and stability of the organization. AFIG Funds has taken all necessary legal measures to safeguard the operational viability of SOPROICAM, the integrity of the company and the trust of our stakeholders. We remain committed to acting in good faith and will provide additional information as the situation develops.
Distributed by African Media Agency (AMA) for AFIG Funds.
Media contact:
Africa Communications Group
[email protected]
Source : African Media Agency (AMA)
2024-10-17 14:22:00
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