GHANA Law and Practice Contributed by: Victoria Bright and Maxwell Amihere, Addison Bright Sloane
2. Corporate Governance Context 2.1 Hot Topics in Corporate Governance Corporate governance rules and regulations are mainly contained in the Companies Act, 2019 (Act 992), which vests in the Registrar of Com - panies the power to ensure compliance with its provisions. First and foremost, every entity must be registered with the Registrar of Companies to be a legitimate corporate entity. The proposed name of the Company must not be misleading or undesirable and must include either of the following suffixes: limited company (ltd), public limited company (plc), limited by guarantee (lbg), public unlimited company (pub), private unlim - ited company (purc). All companies must have at least one sharehold - er and not more than 50 shareholders for private companies. The biodata of beneficial owners of all registered companies must be provided to the Registrar of Companies (see the Ghana Trends and Developments chapter on the subject of beneficial ownership in this guide). Every com - pany is required to have at least two directors who must qualify to be directors and consent in writing to act as such before their appointment (see 4.1 Board Structure for more on directors). To enhance corporate governance in the country, directors are required to act in the best interest of a company as a whole, function to preserve the company’s assets, and generally act to fur - ther the business and promote the purposes for which the company was formed. The law enjoins them to do this in a faithful, diligent, careful man - ner such as is expected from an ordinary skilful director in given circumstances. From Act 992, directors are further enjoined to have regard to:
• the likely long-term consequence of any deci - sion they make; • the impact of the operations of the company on the community and the environment; and • the desirability of the company maintaining a reputation for high standards of business conduct. A director who commits a breach of any of these duties is liable to some form of sanction, includ - ing: • compensating the company for any loss resulting from the breach; • accounting for profits realised from the wrongful transaction; and • the rescission of the offending contract. In addition to directors, the rules require every registered company to have other officers, such as an auditor and a secretary, and also to pro - vide mechanisms for ensuring that officers and directors are accountable to shareholders, for example through the holding of AGMs (see 4. Directors and Officers ). Most recently, the Supreme Court clarified that the erstwhile requirement of Act 992 for intend - ing directors to declare, as part of a number of statutory declarations, whether they have been charged with a criminal offence, violates the constitution. In its decision in the case of Der - rick Adu-Gyamfi v The AG (November 2023), the Court adjudicated thus: “From the foregoing, we are of the view that the words ‘charged with or’ which appear in sections 13 (2)(h)(i), 13 (2)(h)(ii) and, 172 (2)(a)(i) & (ii) of Act 992 are inconsist- ent with the letter and spirit of Article 19 (1) & (2) of the 1992 Constitution and are accordingly void. The said words are unconstitutional and are hereby struck down.”
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