The Role of Lawyers in Strengthening Corporate Governance in Cameroon

Strong corporate governance is no longer a box-checking exercise  it’s a business imperative. In Cameroon, lawyers sit at the center of the governance ecosystem: drafting the rules that shape boardroom behaviour, designing compliance systems, running internal investigations, and litigating when things go wrong. Cameroon’s legal and institutional framework provides a foundation  OHADA uniform acts and recent national codes  but persistent implementation gaps and state-owned enterprise (SOE) weaknesses mean lawyers must do more than interpret the law: they must translate it into functioning systems.

The legal framework and the implementation gap

Cameroon’s governance landscape rests on multiple pillars. The OHADA Uniform Acts create a harmonized company law across member states and set minimum corporate-law standards. Nationally, the 2018 Cameroon Code of Transparency and Good Governance addresses public-finance governance and recent private-sector efforts  most notably the 2023 Code for Good Corporate Governance drafted by GICAM with technical and financial partners  aim to raise domestic governance norms.

But the rules do not automatically produce results. The IMF’s review of SOEs warned that weak governance, government-dominated boards and poor disclosure have undermined SOE performance and created fiscal risks — a diagnosis that applies across several large Cameroonian public firms. The IMF recommended better monitoring, stronger disclosure of contingent liabilities, and governance reforms.

Case study 1 — Glencore, SNH and SONARA: when governance failures become public

A headline example of governance and corruption risk is the Glencore bribery affair, which implicated Cameroonian state energy entities. In 2022 Glencore’s UK subsidiary admitted to making illicit payments related to oil operations in Cameroon; subsequent actions exposed suspected involvement of staff at the Société Nationale des Hydrocarbures (SNH) and alleged payments tied to SONARA (the national refinery). Reuters reported SNH’s director-general, Adolphe Moudiki, confirming that some SNH managers would face a UK court and stating that “SNH welcomes the progress of proceedings against the perpetrators and accomplices of the acts of corruption that have tarnished its image.” Anti-corruption lawyer Akere Muna commented forcefully that Cameroonian authorities must act: “The culprits are within Cameroon… they expect us to believe the solution will come from London.”

This case demonstrates how weak internal controls, opaque procurement or commercial arrangements, and insufficient internal investigative capacity leave organizations exposed  and make legal counsel essential both to remediation and to restoring market confidence.

Case study 2 — Cameroon Development Corporation (CDC): governance, social impact and operational decline

The Cameroon Development Corporation (CDC) — the country’s largest agro-industrial SOE — illustrates how governance failures ripple through communities. Recent CDC financial and board reports show operational losses, delayed financial reporting and governance challenges that directly affect tens of thousands of employees and local economies. The IMF also flagged CDC among large SOEs whose strategic weaknesses and governance structure create fiscal and social risk. Lawyers advising SOEs like CDC must therefore balance corporate restructuring, labour obligations, compliance with OHADA company-law requirements, and reputational repair.

A positive development — GICAM’s Code of Good Corporate Governance

Cameroon’s private sector has not been idle. In March 2023 GICAM, with Proparco and the AFD, adopted a Code of Good Corporate Governance for Cameroon and the Central African sub-region intended to bridge international standards and local realities. Christophe Guilhou (former French ambassador) highlighted the need for a “self-regulation tool” adapted to local firms; Celestin Tawamba, GICAM president, said the code “will promote a favorable business environment” and serve firms from family SMEs to multinationals. These initiatives create opportunity for lawyers to package compliance and governance advisory services targeted at local businesses.

Where lawyers add decisive value

1. Design and implement compliance programs — lawyers translate OHADA rules, sector regulation, anti-corruption obligations and national codes into operational policies, reporting lines and controls. They design whistleblower channels, conflict-of-interest registers, and internal audit scopes tailored to local risk.

2. Act as board counsel and company secretary — serving boards with practical governance support (minutes, charters, director duties) gives lawyers a seat at the table to prevent poor governance decisions.

3. Lead internal investigations & remediation — when scandals hit, lawyers preserve evidence, design investigations that meet procedural fairness and legal admissibility, and negotiate with regulators and international partners. The SNH/Glencore saga shows how internal investigations interact with foreign prosecutions.

4. Draft corporate instruments — robust articles, shareholder agreements, codes of ethics, and remuneration policies reduce ambiguity in family firms and SOEs, where blurred ownership and control are common governance failure modes.

5. Capacity building and board education — training directors and executives on fiduciary duties, risk oversight and reporting norms is a practical, high-impact service lawyers can deliver to raise the baseline of governance.

6. Policy advocacy and standards work — lawyers can shape sector codes, participate in employer-association initiatives (like GICAM’s code) and advise regulators to close enforcement gaps. Journal du Cameroun

Practical recommendations for lawyers and law firms

• Productize governance services: offer fixed-price packages for SMEs (board charter + conflict register + whistleblower protocol).
• Form multidisciplinary teams: combine corporate, forensic, tax and audit expertise for rapid investigation and remediation.
• Partner with associations: work with GICAM and chambers to spread the new code and offer “governance health checks.”
• Push for SOE governance reform: advise on board composition, independent audit practices and transparent reporting to reduce fiscal risk and restore investor confidence.

Measuring lawyer-led governance impact

Use clear KPIs: % of companies with up-to-date board charters, time to close internal investigations (target ≤90 days), on-time regulatory filings, and year-on-year decline in undisclosed related-party transactions.

Conclusion

Cameroon’s legal instruments  OHADA, the 2018 transparency code and the GICAM code  create a workable governance framework. The persistent challenge is implementation. Lawyers are uniquely placed to convert law into practice: to design internal controls, hold boards to account, run investigations, and draft the governance architecture that prevents the next scandal. The Glencore/SNH episode and the CDC experience demonstrate the cost of inaction; GICAM’s code demonstrates the opportunity for lawyers to lead proactive reform and marketable services that strengthen Cameroonian business and protect stakeholders.