GHANA Law and Practice Contributed by: Victoria Bright and Justice Oteng, Addison Bright Sloane
The Security and Exchange Commission (SEC) The SEC ensures corporate governance in listed com - panies mainly through regulations, supervision and enforcement as follows: • approving companies before they are listed on the GSE and monitoring their compliance after listing; • ensuring listed companies publish accurate and timely financial reports and other important infor - mation to ensure transparency; • conducting regular reviews and inspections to check whether companies are following govern - ance rules; and • investigating misconducts and imposing sanctions such as fines, suspension of trading, or other pen - alties for non-compliance. Ghana Stock Exchange The GSE helps ensure good corporate governance mainly through the following: • assessing and approving companies before they are listed, based on governance, financial and disclosure standards; • continuously monitoring listed companies to ensure they comply with listing rules and govern - ance requirements; • requiring timely, accurate and full publication of financial and other material information; • suspending trading in securities where companies breach rules or fail to meet obligations; and • sanctioning companies or their directors for viola - The rules governing decisions made by the direc - tors are typically set out in a company’s constitution. These rules include requirements relating to meetings, voting procedures and the quorum necessary for a valid directors’ meeting. Generally, decisions of the board are made at meetings by majority vote. Howev - er, Act 992 permits directors to make decisions with - out holding a formal meeting. In such cases a written resolution signed by all directors is considered valid and effective, as though it had been passed at a duly convened meeting. tions of listing rules or misconduct. 2.3 Decision-Making Processes
• determining the company’s capital structure; • deciding on management compensation; and • recommending dividends for shareholders’ approv - al. These responsibilities may be carried out by the entire board or delegated to some directors, but on behalf of the company. According to Act 992, the board of directors, when acting within its authority, is not bound by instructions of the members in general meeting. Minutes of board meetings are to be recorded and signed by the chairperson of the board. The Registrar of Companies The registrar plays a significant role in ensuring good corporate governance in Ghana by: • deciding whether or not to register a company after reviewing its documents; • accepting or rejecting filings based on compliance; • imposing penalties or sanctions on companies that fail to comply with the law; and • compelling a company to hold its AGM where it has failed to do so as required by law. Bank of Ghana The Bank of Ghana primarily exercises supervi - sory and regulatory functions over banks and other financial institutions operating within the economy. It ensures compliance with corporate governance standards, transparency and accountability and per - forms this duty by: • setting rules that banks and financial institutions must follow – this includes corporate governance codes, capital requirements, and risk management standards; • granting or revoking licences for banks, savings and loans companies, and other financial institu - tions; • appointing and rejecting key appointments such as CEOs, board members and senior managers based on “fit and proper” criteria; and • issuing warnings, requiring changes in manage - ment or the board, placing a bank under adminis - tration, or supporting mergers and restructuring.
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