GHANA Law and Practice Contributed by: Victoria Bright and Maxwell Amihere, Addison Bright Sloane
In the general management of the enterprise, shareholders have the power to approve “major transactions” (see 3.2 Decisions Made by Par- ticular Bodies ). Companies can only enter these transactions if approved by special resolution of the shareholders. Should any shareholder vote wholly against the transaction, that shareholder is entitled to have their shares bought, if they elect to sell. Shareholders can also approve compensation and retirement packages for audi - tors and directors. 5.3 Shareholder Meetings AGMs are mandatory. Companies must hold an AGM each year, and designate it as such, so as to distinguish it from any other meetings held that year. AGMs must be held each year and not more than 15 months apart. However, if the company’s auditors and members (those enti - tled to attend and vote) agree in writing that the AGM shall be dispensed with in a given year, the company is allowed to waive the meeting for that year; if the meeting is not held due to the above reason, the Registrar of Companies may give directions as they deem fit. Where meetings are called, 21 days’ prior notice must be given. The business of a meeting must be stated in the notice. Unless a company’s constitution says otherwise, shareholders are entitled to attend and vote at general meetings. New Companies A newly incorporated company has up to 18 months within which to hold the first AGM. Such AGM must be held at least 21 days after the company’s financial statements and the reports of the directors and auditors on the financial statements of the company have been sent to members and debenture holders of the compa - ny. These financial statements and reports shall be presented at the meeting.
When a company passes a resolution postpon - ing the date of the AGM, a copy of said resolu - tion must be forwarded to the Registrar. If an AGM is not held in accordance with the afore - mentioned conditions, the company is liable to pay an administrative penalty of 150 penalty units to the Registrar. Further, unless a com - pany’s constitution states otherwise, members are entitled to vote by proxy. If it is unfeasible to conduct or call a meeting in the manner pre - scribed by the company’s constitution, either a director, member or the Registrar may apply to the court to conduct the meeting in a manner the court considers fit. Shareholders Shareholders are also entitled to attend extraor - dinary general meetings. Extraordinary meetings are convened at the board’s discretion, as well as when there are not enough directors within the jurisdiction capable of acting to form a quo - rum. Unless a company’s constitution states otherwise, these meetings will be held in Ghana. Regardless of what may be stated in a com - pany’s constitution, on the requisition of two or more members or a single member holding 10% of shares, a company can convene an extraordi - nary general meeting. Minutes and Electronic Meetings Section 166 of Act 992 provides that the min - utes of general meetings shall be recorded in a book reserved specifically for that purpose. Minutes should be signed by the chairperson of the meeting (where a company defaults in this directive, the company and each officer therein is liable to pay the Registrar a penalty of 250 units). A company shall circulate meeting resolutions and supporting circulars to members. The pro -
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