GHANA Trends and Developments Contributed by: Victoria Bright and Maxwell Amihere, Addison Bright Sloane
The Office of the Registrar has been created in accordance with the Companies Act, 2019 (Act 992). Following this, in July 2022, the President of Ghana officially launched the Office of the Registrar of Companies (ORC). Enhanced Corporate Governance Requirements for Directors The role of directors has come under immense scrutiny following the collapse of a number of banks and non-bank financial institutions in the country. This compelled the regulator, Bank of Ghana, to issue the current corporate govern - ance directives for banks and non-bank finan - cial institutions, which brought in much-needed institutional changes. Further to this, the Bank of Ghana issued a Gha - na Corporate Governance Disclosure Directive (May 2022), which applies to Regulated Financial Institutions (RFIs). The objectives of this Direc - tive are as follows: • to enhance transparency and market disci - pline; • to enhance the accountability of the RFI to its stakeholders; • to assess the effectiveness of RFIs’ corporate governance practices and their risk profiles; • to promote public confidence and trust in RFIs; and • to amend all disclosures required in the RFIs’ Annual Reports. Similarly, the Securities and Exchange Commis - sion has issued directives governing the conduct of affairs of publicly listed companies. Act 992 and other corporate governance rules have raised the qualifying criteria, duties and liabilities of persons appointed as directors of companies. The objective is to weed out per -
sons whose involvement could be inimical to the growth of enterprises, or at a minimum keep their actions in check. For instance, in addition to the qualification requirements for directors under the Companies Act, 2019, the Bank of Ghana has set out additional criteria for directors and key management personnel of banks and other financial institutions. Under the Bank’s directive, a person appointed as a director must be a fit and proper person. “Fit and proper” means the person is suitable to hold the particular position as regards: • the probity, competence and soundness of judgment of that person for purposes of fulfill - ing the responsibilities of that person; • the diligence with which that person fulfils or is likely to fulfil those responsibilities; • whether the interest of depositors or potential depositors of the entity is threatened, or likely to be in any way threatened, by the person holding that position; and • the integrity of the person being established and the qualifications and experience of the person being appropriate for the position in the light of the business plan and activities of the entity that they serve, or are likely to serve, taking into account the size, nature and complexity of the institution. In addition to previously existing responsibilities, stringent liabilities underpin the performance of directors’ duties to ensure proper management and accountability of directors towards com - panies. The extent of the power exercised by directors is also circumscribed by Act 992 and made subject to the constitution of the compa - ny. For example, without a prior resolution of the company, directors may not issue new or unis - sued shares or contribute to any charitable fund other than a pension fund. Similarly, a contract or transaction classified as “major transaction”
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