GHANA Trends and Developments Contributed by: Victoria Bright and Maxwell Amihere, Addison Bright Sloane
Enhanced Qualification of Company Secretaries
under Act 992 requires a special resolution of shareholders before its execution by the com - pany’s directors. Directors are liable for breach of their duties. Such liability includes compen - sating the company for any loss occasioned to it. Moreover, Act 992 precludes any attempt to exclude such liability either through express provisions in the company’s constitution or by agreement between a director and the company. A National Corporate Governance Code was launched by the Institute of Directors, Ghana in partnership with Bank of Ghana and other key stakeholders. The intent is for this code to serve as a unified national corporate governance refer - ence for all stakeholders both in the public and private sectors in the country. Enhanced Corporate Governance in Public Organisations The State Interests and Governance Author - ity (SIGA) and the Public Services Commis - sion (PSC), in collaboration with the Ministry of Finance and the Public Enterprises Secretariat, issued the Code of Corporate Governance for Specified Entities and Public Service Organiza - tions in Ghana, dated June 2023, with the pur - pose of providing guidance to transform the cor - porate governance practice systems in specified entities and public service organisations. The code acts as a framework that provides guidelines by which boards and management of public organisations can execute their roles and responsibility to have good oversight of the organisation and manage their performances to yield the best performances for the benefit of their organisations and the state overall. The code hopes to achieve this mandate by encour - aging proactive measures and ethical and prag - matic decision-making by all players and stake - holders.
As part of the corporate governance enhance - ment provisions under Act 992, companies are required to appoint only duly qualified persons to serve as company secretaries. The minimum threshold includes: • holding a tertiary level education with a cor - porate secretary bias; • previous service under a qualified company secretary for at least three years; or • being a member in good standing of the Insti - tute of Chartered Secretaries (Ghana) or the Institute of Chartered Accountants (Ghana), or enrolled to practise as a solicitor or barrister in Ghana. The predominant practice is for most compa - nies, particularly SMEs and large corporations, to opt for a qualified lawyer to fill this role in spite of the above breadth of qualifying criteria. The Concept of Beneficial Ownership This is a new concept, without any historic antecedence. It has evolved out of the govern - ment’s drive to stem systemic corruption and money laundering. This is designed to improve transparency in company profiling with a view to ascertaining persons actually controlling a company. It has been a common practice in Ghana for companies to hide the actual owners and instead present ostensible shareholders for a range of reasons. Under penalty of law, this new development makes it mandatory for regis - tered companies to make available to the Regis - trar of Companies the bio data of actual owners and “beneficial owners” under Act 992, and to indicate persons considered “politically exposed persons” . A beneficial owner is an individual:
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