GHANA Law and Practice Contributed by: Victoria Bright and Maxwell Amihere, Addison Bright Sloane
Acts Pertaining to Governance Act 992 prescribes that companies should file annual returns once every year with the Registrar of Companies. Companies must maintain audit - ed accounts, financial statements and reports (see 6.1 Financial Reporting ). With a view to preserving and maintaining the stated capital of the company, the Act further characterises cer - tain transactions as major transactions (see 3.2 Decisions Made by Particular Bodies ). A spe - cial resolution by the members of the company is required to authorise such transactions. Further, the central bank, in accordance with Section 56 of the Banks and Specialised Depos - it-taking Institutions Act, 2016 (Act 930), pub - lished additional corporate governance direc - tives in March 2018, establishing that: • the term of office of a managing director or chief executive officer (MD/CEO) of a regu - lated financial institution shall not be more than four years and may only be renewed for an additional two terms; • financial institutions are required to give an indication to the Bank of Ghana (BOG) of their achievements in terms of corporate govern - ance goals within 120 days of the end of a financial year; and • former officials of the BOG are prohibited from serving as directors of banks until the expiration of two years from their departure from the central bank. The BOG also promulgated rules relating to per - sons who are not “fit and proper” , and corporate governance involvement is proscribed for such persons. 2.2 ESG Considerations There is no obligation on companies to routinely report on environmental or social issues. The
Environmental Protection Agency Act, 1994 (Act 409) does, however, require a company to sub - mit an environmental impact assessment report to the Agency, reporting on activities that might negatively impact the environment. In addition, the Ghana Carbon Registry has recently been set up to receive, process, record and store data to be utilised for a range of pur - poses, including collecting and tracking transac - tions from mitigation activities at various levels. The eligibility criteria for a project at the Ghana Carbon Registry establishes that: • the project should be in the Nationally Deter - mined Contributions (NDCs) programmes of action; • the project should be part of the conditional NDCs programmes of action; • the project should be in the whitelist (the whitelist contains eligible automatically addi - tional technologies that are available for inter - nationally transferred mitigation outcomes (ITMOs)) transactions at any given time; and • the project should meet the criteria of the buyer. The NDCs are programmes of actions which focus on minimising emissions, conserving the forest and dealing with climate change issues. Regarding harmful emissions, the requirements are that any mitigation activity employed by a company that falls outside the scope of Ghana’s NDCs programme may still be eligible to partici - pate in the programme if: • the related activity is covered by the latest National Greenhouse Gas Inventory prepared under the applicable Intergovernmental Panel on Climate Change (IPCC) Guidelines; and
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