GHANA Law and Practice Contributed by: Victoria Bright and Maxwell Amihere, Addison Bright Sloane
would be functioning within the role assigned to them in that committee. 4.3 Board Composition Requirements/ Recommendations The Companies Act, 2019 (Act 992) requires that each board has a minimum of two direc - tors. The Act recognises various categories of directors, including substitute directors, alter - nate directors, executive directors and manag - ing directors. The board must have a company secretary who, though not a director (excepting cases where a director doubles up on the role), works with the board to navigate the corporate governance framework and ensure the company adheres to it. Finally, the board includes a chairperson. This is a director who is appointed by the other direc - tors to lead the board and preside over meet - ings. It is a worthwhile recommendation to maintain a mix of professionals in the board’s composi - tion. For instance, accountants/financial types, lawyers, at least one relevant industry specialist, and those with experience in the human resourc - es or IT sectors. For efficiency and attention to detail, board committees are useful. Another recommendation is for the board to have an uneven number to avoid a gridlock. Where an even number exists, the chairperson is usually given a casting vote. 4.4 Appointment and Removal of Directors/Officers Directors are appointed by members at a meet - ing (except where there is a single member situ - ation) and are removed at the AGM. Act 992 states that directors are appointed by sharehold - ers and also stipulates that “the constitution of a company may also provide for the appointment
of a director/directors by a class of sharehold- ers, debenture holders, creditors, employees or any other person” . Prior to their appointment, prospective directors must declare that: • within the preceding five years, they have not been charged with or convicted of an offence involving dishonesty or fraud; • they have not been a director or senior man - ager of a company that has become insol - vent; and • they have not been charged with or convicted of a criminal offence relating to the incorpora - tion and promotion of a company. A company can remove any or all directors from the board if they have been disqualified from acting in that capacity. Directors are removed by ordinary resolution at a general meeting by the shareholders. Regarding public companies, the law requires a mandatory retirement of one third of the board annually on a first-come, first- go basis. Act 992 stipulates that “resolution to remove the director shall not be moved at a general meeting unless notice of this resolution has been given to the company a minimum of 35 days before the meeting at which the resolution is to be moved” (Section 176, Act 992). The board may remove the company secretary, without prejudice to the secretary’s right to damages where a breach of contract is occasioned in so doing. 4.5 Rules/Requirements Concerning Independence of Directors Directors must disclose to the company any potential conflict of interest between themselves and the company. Such information, disclosed in writing or at a meeting of the board, will be recorded in the Interests Register. Failure to make this disclosure attracts a fine of 250 to
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