GHANA Law and Practice Contributed by: Victoria Bright and Maxwell Amihere, Addison Bright Sloane
• the activity is agreed upon by the participat - ing acquiring party. Finally, under Section 128 of Act 992, directors are also required to circulate to the members of the company the company’s financial state - ments, a report by the directors and a report by the auditors. The financial report must include the emoluments of the directors and pensions of present and past directors. The directors’ report must contain certain details such as the state of affairs of the company and corporate social responsibility. 3. Management of the Company 3.1 Bodies or Functions Involved in Governance and Management The law provides that a company shall act through its shareholders in a general meeting or its board or through officers or agents appointed by either the board or the shareholders as per Section 144 of the Companies Act, 2019 (Act 992). Members (Shareholders) A person can become a member of a company by subscription, agreement, transfer of shares and by operation of law. Members of a com - pany need not necessarily be natural persons. A member’s right may be personal or collective. Board of Directors Being the body to whom the members (share - holders) of the company have entrusted the affairs of the company, the board constitutes the overarching team charged with ensuring the overall health and success of the company. Directors are appointed to direct and administer the business of the company. Unless a compa - ny’s constitution stipulates otherwise, the busi -
ness of a company is managed by its directors or their delegates. Officers Act 992 defines an officer in relation to a body corporate to include any director, secretary or employee of that body corporate, receivers and managers whose appointment is authorised by the company and duly appointed liquidators. 3.2 Decisions Made by Particular Bodies Shareholders A company acts through its members at a gen - eral meeting. The meeting may be an AGM or an extraordinary general meeting. Members in a general meeting are responsible for: • the declaration of dividends recommended by directors; • the appointment and removal of directors; • effecting alterations to a company’s constitu - tion; • fixing remuneration of auditors; and • the appointment and removal of auditors. In addition, “major transactions” require share- holder approval. Major transactions, as charac - terised by Act 992, are: • the acquisition of, or an agreement to acquire, whether contingent or otherwise, assets, the value of which is more than 75% of the value of the assets of the company before the acquisition; • the disposition of, or an agreement to dispose of, whether contingent or otherwise, assets of the company the value of which is more than 75% of the value of the assets of the com - pany before the disposition; or • a transaction that has or is likely to have the effect of the company acquiring rights or interests or incurring obligations or liabilities,
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