GHANA Law and Practice Contributed by: Victoria Bright and Justice Oteng, Addison Bright Sloane
Members (Shareholders) in General Meeting A person can become a member of a company through subscription, agreement, transfer of shares or operation of law. The members can act in a matter in which the board of directors are disqualified or unable to act by reason of a deadlock on the board, ratify actions taken by the board of directors and make recommendations to the board as to actions to be taken by the board. The rights of the members may be personal or collective. Board of Directors The board of directors is the governing body respon - sible for ensuring the overall health and success of the company. Directors are entrusted with the responsibil - ity of managing the company’s affairs by the share - holders. They stand in fiduciary relationship with the company, observe utmost good faith in transactions with or on behalf of the company and act in accord - ance with what they believe to be in the best interest of the company. Unless specified otherwise in a com - pany’s constitution, the business is managed by the directors or their delegates. Officers or Agents Under Act 992, an officer is anyone involved in the company’s operations, including directors, the com - pany secretary, employees, receivers, managers authorised by the company and liquidators appointed in accordance with the company’s procedures. Securities and Exchange Commission (SEC) The SEC, established by the Securities Industry Act, regulates the securities market in Ghana and ensures that public companies comply with the securities regime. The body monitors corporate governance compliance in listed companies and oversees the issuance of securities to the public. Bank of Ghana The Bank of Ghana regulates and supervises the banking and finance sector. It sets guidelines on board composition, risk management and internal controls ensuring transparency and accountability. The Bank of Ghana ensures compliance with these guidelines through regular inspections and reports.
Ghana Stock Exchange (GSE) The Ghana Stock Exchange promotes corporate gov - ernance among listed companies and ensures fair - ness, transparency and accountability in the capital markets. The GSE sets standards for board composi - tion, financial reporting and disclosure for listed com - panies. It monitors compliance with the rules. Com - panies that fail to meet the standards may be delisted or face penalties. 2.2 Types of Decisions Shareholders A company operates through its members (share - holders) at general meetings, which may either be an annual general meeting (AGM) or an extraordinary general meeting (EGM). At these meetings, sharehold - ers play key decision-making roles including: • approving dividends proposed by the directors; • appointing and removing directors; • altering the company’s constitution; • determining the remuneration of auditors; and • appointing and removing auditors. In addition to these duties, major transactions require shareholders’ approval. Major transactions as characterised by Act 992 are: • acquiring or agreeing to acquire assets whose value exceeds 75% of the company’s total asset value before the acquisition; • disposing of or agreeing to dispose of assets whose value exceeds 75% of the company’s total asset value before the disposal; or • entering into transactions that result in the compa - ny gaining rights or taking on obligations, including contingent liabilities, amounting to 75% or more of its asset value prior to the transaction. Board of Directors The board of directors is responsible for the overall management and strategic direction of the company. Its key functions include: • setting the company’s major policies; • safeguarding and overseeing the company’s finan - cial integrity;
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