Financial Crime World

GHANA’S FINANCIAL INSTITUTION GOVERNANCE STRUCTURES UNDER SCRUTINY

The governance of listed companies in Ghana is a complex web of legislation, regulations, and guidelines that ensure accountability and transparency in the financial sector.

Key Legislation and Regulations

Companies Act, 1963 (Act 179)

  • Provides the general organisational framework for all companies, including public and private ones.
  • Sets out the structure and powers of companies, including board governance and shareholder rights.

Securities Industry Act, 2016 (Act 929) and Securities and Exchange Commission Regulations, 2003 (LI 1728)

  • Govern public invitations for and trading in listed securities.
  • Establish disclosure obligations and financial reporting standards for listed companies.

Governance Regime of Listed Companies

  • The Ghana Stock Exchange’s Listing Rules prescribe mandatory disclosure obligations for issuers of listed securities.
  • The Code on Takeovers and Mergers issued by the Securities and Exchange Commission sets out rules on board governance and practices in respect of shareholders’ rights.
  • The SEC’s Code of Best Practices on Corporate Governance provides guidance on good corporate governance practices.

Sector-Specific Legislation

  • Banks and Specialised Deposit Taking Institutions Act, 2016 (Act 930)
    • Contains important provisions affecting listed banks and special deposit-taking institutions.
    • Dictates board composition and governance in the banking sector.
  • Insurance Act, 2006 (Act 724)
    • Sets out rules for insurance companies operating in Ghana.
    • Establishes standards for corporate governance in the insurance industry.

Regulatory Bodies

Securities and Exchange Commission (SEC)

  • Oversees the listed company regime in Ghana.
  • Responsible for enforcing compliance with regulations through administrative penalties.

Ghana Stock Exchange (GSE)

  • Enforces compliance through sanctions such as suspension or delisting of listed companies for non-compliance with its rules on disclosure and quality management of listed companies.

Sector-Specific Regulations

  • The Bank of Ghana has issued a comprehensive corporate governance code (BoG Directive) for banks, savings and loans companies, finance houses, and financial holding companies licensed or registered under the Banks and Specialised Deposit Taking Institutions Act.
  • Compliance with this directive is mandatory in some cases, providing deadlines for its implementation.
  • The National Insurance Commission has also developed governance and risk management guidelines for both life and non-life insurers.

Contact Information

  • Securities and Exchange Commission Ghana
    • Address: No. 30, 3rd Circular Road,Cantonments, Accra
    • Tel: +233-302-768970-2
    • Email: info@sec.gov.gh