Decrees N°2021/091 and N°2021/092 of February 12, 2021 respectively on the transformation into a company with public capital of the Development and Exploitation of Livestock Production Company.
Decrees N°2021/091 and N°2021/092 of February 12, 2021 respectively on the transformation into a company with public capital and approval of the statutes of the Development and Exploitation of Livestock Production Company.
On 12 February 2021, the President of the Republic signed decrees N°2021/091 and N°2021/092 of 12 February 2021 respectively transforming the Development and Exploitation of Livestock Production Company into a public capital company (") and approving its Articles of Association (the "Decree approving SODEPA's Articles of Association"). While the former repeals the contrary provisions of Decree n°74/182 of March 8, 1974 on the creation and organization of the Development and Exploitation of Livestock Production Company, together with its subsequent amendments, and following the latter, SODEPA's Articles of Association have been brought into conformity with the provisions of Law n° 2017/011 of July 12, 2017 on the general status of public companies.
Ø The transfomation of SODEPA
In accordance with Articles 1 and 2 of the SODEPA transformation decree and article 2 of its Articles of Association, SODEPA is now a public owned company with the State as majority shareholder. It operates in the form of a public limited company with a Board of Directors whose capital may be open to any public or private entity.
Ø The scope of SODEPA’s corporate purpose
In accordance with article 3 of the approval decree, SODEPA's corporate purpose is subdivided into 3 parts :
§ the development of pastoral perimeters : In this framework, SODEPA is responsible for the management of the national collective heritage of the national agro-pastoral development perimeters and of all the collective works of the said perimeters, existing or to be created; technical assistance and supervision of farmers and stockbreeders of the national agro-pastoral development perimeters; technical assistance and supervision of the Decentralized Territorial Collectivities for the development of agro-pastoral perimeters; the renting, purchase, sale of all buildings, lands also related to the above-mentioned objects; the provision to producers, for a fee, of fodder resources, inputs and equipment for the production of animal feed.
§ The development of livestock, which includes : the acquisition, creation, administration, exploitation and development of all livestock breeding enterprises, the production of the agricultural products necessary for this breeding, the transformation and conservation of animal production, particularly in its slaughterhouses, cold stores and packaging workshops; the promotion of breeding techniques and products intended for marketing and its derivatives; the contribution to the genetic improvement of livestock; the participation in the creation of all industrial and commercial establishments or enterprises of any kind also related to its social object.
§ the processing and marketing of livestock products and by-products, which includes the trade in raw or processed labelled livestock products, including their by-products, in its own establishments or in relation to third parties according to previously defined specifications; the development and management of a meat safety stock in cold stores; assistance to meat retailers, in particular in the form of technical supervision of the latter and control of the agricultural or commercial credit granted to them as the case may be and the carrying out of all commercial or industrial operations that may be related to the aforementioned objectives through the creation of new companies, contributions, mergers, joint-ventures or otherwise.
On a subsidiary basis, is responsible for carrying out all operations or missions falling within its corporate purpose and all those it is entrusted to by the State.
Beyond the regime applicable to public limited companies to which SODEPA is subject, some specificities due to its nature as a company with public capital deserve to be noted.
Ø The supervision of SODEPA
Under Articles 4 and 5 of the transformation decree and Article 7 of the approval decree, SODEPA is jointly supervised by the Ministry in charge of livestock and the Ministry of Finance.
The Ministry of Livestock ensures SODEPA's technical supervision by making sure that the activities carried out are in line with the orientations of public policies on livestock and that the resolutions of the Board of Directors are in line with the orientations of sectoral policies. The President of the Republic receives an annual report from the Minister in charge of mines.
The Ministry of Finance ensures that management operations with financial implications comply with public finance regulations and the ex post facto regularity of the accounts. It also ensures the regularity of resolutions of the Board of Directors with financial impact, the sustainability of financial commitments and the general consistency of the company's performance plans with sector programmes.
SODEPA reports to the supervisory authorities on the life of the company by sending them all documents and information relating to the life of the company.
Ø Share capital
It emerges from a combined reading of articles 9, 10 and 11 of the statutes that as the majority shareholder of SODEPA, the State of Cameroon makes its contribution by transferring to it in ownership or enjoyment, the assets of the national domain, the public domain and the private domain of the State.
SODEPA's share capital amounts to 11,962,222,262 CFA francs divided into 1,196,222 shares with a par value of 10,000 CFA francs each. SODEPA's shares are in nominal form and are held in the name of the State by the Minister of Finance.
The State of Cameroon and the National Investment Company have respectively 97,67% and 2,33% of SODEPA's shares.
In accordance with Article 12 of the Articles of Association, SODEPA's Board of Directors has a period of at least 15 days before the date set for the payment of amounts constituting contributions in kind to call for funds.
As far as the sale of shares for non-payment and the transfer of shares is concerned, this must comply with the applicable privatization legislation.
Ø The company’s ability to compromise
In accordance with Articles 40, 41 and 42 of the Articles of Association, SODEPA has the capacity to contract loans by issuing bonds with or without a guarantee or pledge on the movable assets dependent on the corporate assets and with or without a mortgage on the corporate buildings. Subject to a decision of the Board of Directors and the authorisation of the Board of Directors, the Board of Directors has the capacity to contract borrowings in the form of the creation of bonds, negotiable certificates or savings bonds, whether or not pledged.
It also has the capacity to compromise and compromise in particular within the framework of international contracts and conventions.
Ø The composition of SODEPA’s management bodies
SODEPA’s General Assembly is composed, according to Article 44 of the Articles of Association, of a college of five members responsible for representing the State of Cameroon. They are representatives of the Ministry of Finance ; the Presidency of the Republic of the Prime Minister's Office ; the Ministry in charge of Livestock and Animal Industries and the Ministry in charge of Regional Planning. SODEPA's General Assembly is chaired by the Minister of Finance or his representative.
As regards SODEPA's Board of Directors, according to Article 58 of the Articles of Association, it is made up of eleven members, notably representatives of the above-mentioned administrations, in addition to representatives of the Ministry of Commerce, the Ministry in charge of Land Affairs, the Ministry in charge of decentralised local authorities, the National Investment Company, a representative appointed by the President of the Republic and a staff representative appointed by his peers. They are appointed by the President of the Republic on the proposal of the administrations concerned.
Article 60 of the Articles of Association establishes incompatibilities with regard to the exercise of the functions of members of SODEPA's Board of Directors. In fact, the said functions are incompatible with those of Members of Parliament, Magistrate in office with a court or member of the Constitutional Council.
Ø SODEPA’s financial ressources
SODEPA's resources are public funds within the meaning of Article 105 of the Articles of Association. As such, they are therefore managed according to the rules laid down by the financial regime of the State and other public entities.
Ø The dissolution and liquidation of SODEPA
In addition to the normal causes for the dissolution of a company, SODEPA may be dissolved by decision of the State of Cameroon in its capacity as sole shareholder of SODEPA, in accordance with Article 153 of the Articles of Association. Further, Article 152 provides that the dissolution of SODEPA must be pronounced by Decree of the President of the Republic, on the joint proposal of the Ministries of Finance and Fisheries and Livestock, on the collegial recommendation of the General Assembly.
With regard to the liquidation of SODEPA, in accordance with Article 159 of the Articles of Association, it complies with the provisions of Law n°2017/011 of 12 July 2017 on the status of public companies. The liquidator is appointed by the Minister of Finance in accordance with Article 167 of the Articles of Association, which also sets the monthly ceiling on his or her fees or compensation.
