According to article 470 of the OHADA Law of 2014, the board of directors, on the proposal of the chief executive officer, may appoint one or more individuals as deputy chief executive officers to assist the chief executive officer.
Any appointment of the deputy chief executive officer carried out in violation of this article shall be null.
The board of directors shall freely set the term of office of the deputy chief executive officer. When the latter is a director, his term of office may not exceed his term as director.
The mandate of the deputy chief executive officer is renewable.
The board of directors shall set, in agreement with the chief executive officer, the scope of powers conferred to the deputy chief executive officer.
In his dealings with third parties, the deputy chief executive officer shall have the same powers as those of the chief executive officer. He shall bind the company by his actions, including those which do not within the company’s purpose under the terms and limits outlined in article 122 of the same law.
The provisions of the articles of association, decisions of the board of directors, or the general meetings limiting the powers of the deputy chief executive officer shall not be enforceable against bona fide third parties.
The deputy chief executive officer may be bound to the company by an employment agreement under the conditions outlined in article 426 of the law.
The terms and the amount of the remuneration of the deputy chief executive officer are determined by the board of directors.
If he is a director, the deputy chief executive officer shall not take part in the vote 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.
The board of directors may remove the deputy general manager at any time at the proposal of the chief executive officer. Any removal of the deputy general manager made in breach of this paragraph shall be null.
If the removal was decided without just cause, damages may be awarded.
The mandate of the deputy chief executive officer shall end at the expiration of his term in office.
However, in the event of the death or removal of the chief executive officer, the deputy chief executive officer shall remain in office, unless otherwise decided by the board of directors, until the appointment of a new chief executive officer.