GHANA Law and Practice Contributed by: Victoria Bright and Maxwell Amihere, Addison Bright Sloane
6. Corporate Reporting and Other Disclosures 6.1 Financial Reporting Section 128 of Act 992 provides that directors are required to send three reports each year to members and debenture holders of the com - pany. These reports are: • the directors’ report; • financial statements; and • the auditor’s report. The requirement is for the directors to send these reports at least once in every calendar year to all members and debenture holders of the company. The Directors’ Report This is prepared by the directors and covers principally the company’s corporate governance arrangements, the performance of the company during the year under review, and the outlook for the coming year. The corporate governance structures include organisation charts, commit - tees of the board, profiles of board members, capacity-building initiatives for the directors and significant board decisions during the year. The business performance section covers the gen - eral economic environment, economic issues which impacted the company’s performance, the performance of the company during the year and an outlook for the coming year. The report shall discuss any changes in the busi - ness of the company (or of its associated com - panies), and also list the details of any subsidiary companies of the holding company. Inversely, if the company in question is a subsidiary, the report shall state details of the holding company. The report also discusses the corporate social
ernance and accountability in companies and to support efforts to minimise and ultimately eradi - cate the risk of money laundering and conse - quential ills such as the financing of terrorism, financing the proliferation of weapons of mass destruction and other transnational organised crimes. The strategy also seeks to stem the flow of tainted monies into Ghanaian companies. Section 13 of Act 992 provides that an applica - tion for incorporation of a company must include particulars of all persons who are beneficial owners. Where the persons who are recorded as shareholders of the company are not the beneficial owners of the shares, the company is required under Section 35 to also record the particulars of the beneficial owners of the shares in the Register of Members and to furnish the Registrar of Companies with these particulars within 28 days after being entered in the Regis - ter of Members. Particulars of beneficial owners are also to be provided in the company’s annual returns filed pursuant to Section 126 of Act 992. The Ghana Stock Exchange (GSE) requires shareholders in listed companies to release information to the public relating to their stock holdings at least 48 hours after the transaction occurs. The GSE’s Listing Rule 55 stipulates: • a person irrespective of nationality who purchases or sells shares in a listed company shall inform the market when their hold- ing attains, exceeds or falls below each 5% threshold, starting from 10% through 15% and 20% up to 50% plus one share; and • the disclosure shall be made in a press release to the market not later than 48 hours after the transaction.
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