GHANA Law and Practice Contributed by: Victoria Bright and Justice Oteng, Addison Bright Sloane
Decisions of a company’s members are made at general meetings, where all members are entitled to vote. Resolutions passed at these meetings are bind - ing on both the members and the company itself. General meetings may be convened by the directors, members, or officers acting through the Registrar or the courts. Additionally, a member may, upon giving notice to the company, appoint a proxy to attend and vote on their behalf at a general meeting.
purpose of the company in a manner that is faithful, diligent, careful and skilful. 3.3 Board Composition The Companies Act, 2019 (Act 992) requires that each board has a minimum of two directors. The Act recog - nises various categories of directors, including sub - stitute directors, alternate directors, executive direc - tors and managing directors. The board must have a company secretary who, though not a director, works with the board to navigate the corporate governance framework and ensure the company adheres to it. The board of directors appoints one of their num - ber as a chairperson who presides over meetings of the board. Maintaining a mix of professionals in the board’s composition is recommended: for instance, accountants/financial types, lawyers, at least one rel - evant industry specialist, and those with experience in the human resources or IT sectors. For efficiency and attention to detail, board committees are useful. It is also recommended that the board has an uneven number of members to avoid gridlock. Where an even number exists, the chairperson is usually given a cast - ing vote. 3.4 Appointment and Removal of Directors/ Officers Directors of a public company may cease to be direc - tors due to the rotation procedure set out in the Com - panies Act. At the first AGM of a public company every director must retire, and one third of directors retire at the AGM in the subsequent year. In other companies, directors are appointed by members at a meeting and are removed at the AGM. Directors are appointed by shareholders, and the constitution of a company may also provide for the appointment of a director/directors by a class of shareholders, debenture holders, creditors, employ - ees or any other person. Prior to their appointment, prospective directors must provide their consent and also make a statutory dec - laration that:
3. Directors and Officers 3.1 Board Structure
The Companies Act 2019 regulates the structure of the board of directors of corporate bodies in Ghana. In Ghana, a board of directors may be either executive or non-executive. Every company in Ghana must have at least two directors and one of these directors must be ordinarily resident in Ghana. A company constitu - tion may limit the number directors of a company; however, the minimum number of directors must not be less than two. Directors and company officers face penalties if the company transacts business for four weeks while the number of directors is below two. Directors are appointed by the members for a fixed term and, in the case of a vacancy, the other directors may con - tinue to act except when the number of directors falls below two. It is not mandatory for directors to hold company shares unless the constitution of the company speci - fies otherwise. Directors may appoint substitute and alternate directors, who must abide by the require - ments set out in Act 992 and the company’s consti - tution. 3.2 Board Members The Companies Act does not assign specific roles to board members. However, in practice, directors are in charge of day-to-day management of the company and they could serve on subcommittees of the board and undertake specific tasks. A director of a company is required to act in good faith towards the company in every transaction. Also, a director is required to act in the best interest of the company and promote the
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