GHANA Law and Practice Contributed by: Victoria Bright and Maxwell Amihere, Addison Bright Sloane
including contingent liabilities, the value of which is 75% of the value of the assets of the company before the transaction. Board of Directors The following decisions are taken by the board: • deciding the company’s major policies; • ensuring and monitoring the financial integrity of the company; • determining the company’s capital structure; • setting compensation for management; and • proposing dividends payable per share. These duties are to be performed by all or some of the directors on behalf of the entire board and for the company. Act 992 stipulates that the board acting within its powers is not bound by the instructions of the members in a general meeting. Minutes of its meetings are to be taken and kept and must be signed by the chairperson of the board. 3.3 Decision-Making Processes The rules regulating decisions made by direc - tors are usually found in a company’s consti - tution and these include the requirements for meeting and voting, and the stipulated quorum for a directors’ meeting. Decisions of the board are made at meetings by majority vote. Act 992 allows decisions to be made by directors without the necessity of attending a board meeting. In such instances, a written resolution signed by all directors shall be valid and effectual as if same was made at a duly convened meeting. Decisions (crystallised into a resolution) are taken by members of a company at general meetings and all members are eligible to attend general meetings and vote at such meetings. Resolu - tions passed at general meetings are binding on all members as well as the company itself. Gen -
eral meetings may be convened by directors, members or the Registrar. A member is entitled, upon notice to the company, to appoint a proxy to attend and vote on their behalf at a meeting.
4. Directors and Officers 4.1 Board Structure
In contrast to some jurisdictions that have a supervisory board as well as a management board, boards in Ghana are based on a single- tier structure. A board may consist of both exec - utive and non-executive directors who manage the business of the company and are appointed for a fixed term. The minimum number of direc - tors in any company, whether public or private, is two with no maximum specified. In the case of a vacancy (that is, a director is absent and cannot fulfil their duties), the remain - ing directors can continue to act, except where their number is reduced to one (or below the minimum number required by the company’s constitution). It is not mandatory for directors to hold company shares unless the constitution of the company specifies otherwise. Directors may appoint sub - stitute and alternate directors, who must abide by the requirements set out in Act 992 and the company’s constitution, and at least one director must be ordinarily resident in Ghana at all times. 4.2 Roles of Board Members Board members are not given specific roles; however, in practice, directors could take on specific tasks. For example, they could serve on subcommittees of the board: as these are designated committees (handling specific issues such as audit, risk and governance), directors
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