GHANA Law and Practice Contributed by: Victoria Bright and Maxwell Amihere, Addison Bright Sloane
5.5 Disclosure by Shareholders in Publicly Traded Companies Shareholders are not obliged to make general public disclosures of their holdings. However, they are required by tax laws to make disclo - sures of their earnings from investments in companies to the Ghana Revenue Authority for taxation purposes. Shareholders typically pay 8% income tax on their dividends. Foreign directors are required to pay this too, unless their country has a dual-tax treaty with Ghana, in which case they may pay a reduced level of income tax. If the shares of a shareholder (or a group thereof) in a publicly traded company amounts to 35% or more of the total shares, they must disclose this to the remaining sharehold - ers. It should also be noted that the names of majority shareholders are usually included in the mandatory publication of the notes to the audit - ed financial statements of public companies. The general threshold is that a person who has direct or indirect interest of 10% or greater in a company must be registered as a beneficial owner. For companies operating in the high-risk sectors, the threshold for reporting beneficial ownership is 5%. Act 992 provides that every company is required to keep a register of members and beneficial owners and to furnish the Registrar General with the particulars of its members first at registra - tion and subsequently to do so on an annual basis in its annual returns filed with the Registrar General. In the annual returns, the company is also required to indicate which of the beneficial owners are politically exposed persons. The objective of providing particulars of benefi - cial owners, as well those who might be politi - cally exposed persons, is to promote good gov -
ceedings at these meetings are governed by the Companies Act, 2019 except for those sections in which provisions are made for governance by the company’s constitution. All meetings of the company can be conducted electronically. Similarly, the books and registers subject to inspection can be maintained in either electronic or manual format. The Registrar Gen - eral has provided guidelines for the conduct of virtual AGMs of companies of which notice must be submitted to the head office in Accra or any of the regional offices. Notices of such meetings must be sent to every member electronically in accordance with the provisions of each com - pany’s constitution. 5.4 Shareholder Claims A director’s failure to live up to their responsi - bilities establishes the basis for claims against them. Examples of bases for claims include the following: • breaching their fiduciary interest; • failing to act in the company’s best interest; • failing to adhere to the company’s constitu - tion; • acting outside the limits of their power; • making biased decisions; • failing to disclose potential conflicts of interests or placing themselves in potentially conflicting positions without the company’s consent; and • making false declarations to the Registrar General. Subject to the above, shareholders can institute legal proceedings against the directors. They can also bring a representative action against the directors or apply for the leave of court to bring a derivative action.
338 CHAMBERS.COM
Powered by FlippingBook