GHANA Law and Practice Contributed by: Victoria Bright and Maxwell Amihere, Addison Bright Sloane
• the Banks and Specialised Deposit-taking Institutions Act, 2016 (Act 930) and the Insur - ance Act, 2021 (Act 1061), and their respec - tive regulations; • the Professional Bodies Registration Act, 1973 (NRCD 143); • the Statutory Corporations Act, 1964 (Act 232); • the Ghana Investment Promotion Centre Act, 2013 (Act 865); and • the Stock Exchange (Ghana Stock Exchange) Listing Regulations, 1990 (LI 1509). Additionally, there are a plethora of best prac - tices often adhered to by companies that have been embedded into Ghana’s corporate gov - ernance system over the years. For instance, internal auditors play a vital role in the corporate governance process even though companies are not required by law to hire them. Most of these best practices crystallised into statute when the new Companies Act, 2019 was passed. Internal audits serve as internal checks of a company, including its management and accountability procedures. Similarly, the Companies Act, 2019 specifies a range of persons that qualify to act as a com - pany secretary. However, most companies pre - fer qualified lawyers in good standing with the Ghana Bar Association to act as such. These practices help to ensure adherence to existing legislation and regulations. 1.3 Corporate Governance Requirements for Companies With Publicly Traded Shares Public companies are required to publish their audited financial statements, depicting the fis - cal performance of the company and listing its majority shareholders at the end of each finan - cial year. Only a public company may invite the
public to acquire shares. A public company may only do so after filing its prospectus with the Registrar. This requirement is strict, and, consequently, any invitation made to the public in violation thereof constitutes an offence and offending persons could be criminally liable. In addition, the SEC has issued some guidelines to aid the process of issuing securities to the public, including that: • the proceeds of any public offer/rights issue are to be used in strict accordance with the purpose(s) indicated in the offer document; • the SEC will continue to undertake post-IPO/ post-rights issue inspections to ascertain whether proceeds of the IPO/rights issue have been/are being utilised as indicated in the offer document; and • issuers are required to disclose all fees to be paid out to persons or bodies in pursuance of the IPO/rights issue. Further to this, characteristically, directors of public companies are voted or elected into office at a general meeting of the company. At the first annual general meeting (AGM) of a public com - pany, by law, all directors (save an executive director) must retire. Following this, at all sub - sequent general meetings of the company, one third of the directors must retire on a first-come, first-go basis. Public companies are also prohibited from extending loans, granting guarantees or provid - ing security for loans to directors of the company or a director of an associated company.
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