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ARRANGEMENT OF REGULATIONS
Regulation
Application and incorporation
1)
Application of Banking Act and
Companies Code
2)
Status
3)
Head office and branches
.
Objects, functions and duties of
the Bank
4)
The objects of the Bank
5)
Core functions
6)
Ancillary functions
7)
Non-member customers
8)
Duties
Membership
9)
Qualification for membership
10)
Requirements for membership
11)
Admission
12)
Rights of members
13)
Obligation of members
14)
Complaints
15)Termination
of membership 16. Administrative
sanction
Capital, dividends and reserve
funds
17)
Authorised capital
18)
Issuance of shares
19. Reserve funds and dividends
Organs of the Bank
20)
Principal organs
21)
Meetings
22)
Powers and f functions of General
Meeting of Shareholders
23)
Notice
24)
Voting rights
25)
Resolutions
26)
Minutes
ARB APEX BANK LIMITED REGULATIONS,
2006
Management and administrative
provisions
Managing Director
27 Deputy Managing Director
28 Delegation
29 Board of Directors
30 Composition of the Board
31 Appointment of Directors
32 Qualification for appointment
as director
33 Tenure of office of directors
34 Functions of the Board
35 Disclosure of interest
36 Meetings of the Board
37. Allowances
38. Inspection and Audit
Department
39.
Appointment of Head of Inspection
and Audit
40 Department Secretary of the
Bank
.41 Other staff
.42. Organisational structure
43. Inspection and supervision
of rural and community banks
44.
Power of inspection and
supervision
45. Rescue of failing bank
46. Relationships
Inter-relationship of the Bank and
the Bank of Ghana
47 The Bank and rural or community
banks
48. The Bank and other banks
49. The Bank and the Association
of Rural Banks Bank of Ghana and
rural banks
50. Bank of Ghana and the
Association of Rural Banks
51 Relationship with other banks
and micro-finance institutions
52 Role of Association of Rural
Banks
53. Intra rural or community banks
.
54 Relationship of the Bank with
the Govemment
55 Financial matters
56 Board to approve budget for
each financial year
57 Accounts and audit
58.Appointment of auditor
59. Duties and powers of an
auditor
ARB APEX BANK LIMITED REGULATIONS,
2006
Miscellaneous provisions
60)
Liquidation of the Bank
61)
Application of seal of the Bank
62)
Contracts
63)
Service of documents
64)
Offences
65)
Protection of directors and
officers
66)
Disclosure of information
67)
Dispute resolution
68)
Rules and bye-1aws
69)
Interpretation
SCHEDULES
ARB APEX BANK LIMITED REGULATIONS,
2006
IN exercise of the powers
conferred on the Minister of
Finance and Economic Planning by
Section 51 of the Banking Act,
2004 (Act 673) these Regulations
are made this 19th day of October,
2006.
Application and incorporation
Application of Banking Act and
Companies Code
1. (1) These Regulations shall be
subject to the Bank of Ghana Act,
2002, (Act 612), the Banking Act,
2004, (Act 673) and the Companies
Code, 1963 (Act 179).
(2) These Regulations apply to
rural and community banks .
.
.
(3) The Bank of Ghana may amend
these Regulations in consultation
with the Minister.
(4) The ARB Apex Bank Limited is
responsible for the effective
implementation of these
Regulations.
Status
2. (1) The Bank is incorporated
under the Companies Code, 1963
(Act 179) as a public company
limited by shares.
(2) The Bank is licensed by the
Bank of Ghana to carry on banking
business and other related
activities approved by the Bank of
Ghana.
Head office and branches
3)
(1) The head office of the Bank is
in Accra.
(2) The Bank may open branches of
the Bank throughout the country
subject to the approval of the
Bank of Ghana.
Objects, functions find duties of
the Bank
Objects of the Bank
4. The objects of the Bank are to
(a)
promote the interest of the
members of the Bank through
(i)
the provision of banking services;
and
(ii) the provision of related non
banking services; and
(b)
engage in banking business.
Core functions
5. To achieve its objects, the
Bank shall perform the following
functions under the supervisory
authority of the Bank of Ghana:
(a)
keep accounts for the members and
maintain primary cash reserves in
accordance with the Bank of
Ghana's monetary regulations;
(b)
monitor, inspect and supervise the
operations of the members through
off-site review of their
prudential returns, on-site
examinations and ensure compliance
with banking laws and regulations
to complement the supervisory role
of the Bank of Ghana;
(c)
lend to rural and community banks
that face temporary liquidity
problems;
(d)
maintain a clearing account with
the Bank of Ghana and provide its
representative capacity at each
clearing house in the country;
(e)
handle the cheque clearing
activities of members;
(f)
provide specie management and
specie movement services, to
include the drawing of cash nom
the Bank of Ghana in Accra or any
of its currency centres;
(g)
supply cash to and receive excess
cash nom members;
(h)
render funds management services
to rural and community banks; .
(i) guarantee payment
instruments issued by a member to
any third party
outside the local clearing system
by allowing drafts to be drawn on
the Bank;
(j)
provide internal audit and
inspection services to the
members;
(k)
identify the resource needs of
members and mobilize domestic and
external funds for on-lending to
any member rural or community
bank;
(1) develop credit assessment
procedures and encourage members
to enforce them;
(m)
monitor loans and advances made by
members;
(n)
design a mechanism through which
members in financial or management
difficulties shall be supported by
the Bank; and
(0)
perform any other function that is
incidental to the attainment of
the objects of the Bank.
Ancillary functions
.
6. The Bank may perform non-bank
support functions including but
not limited to the following:
(a)
provide training for directors and
employees of the Bank and other
members of the Bank in a manner
that the Bank may consider
necessary for the efficient
performance of its functions;
(b)
establish a Rural Bank College to
provide technical and professional
training to the staff, directors
and members of the Bank; and
(c)
provide a deposit insurance scheme
to protect the deposits of
customers in the event of the
failure of a member of the Bank.
N
on-member customers
7. (1) The Bank may extend its
activities to non-members who are
customers of a rural or community
bank and whose activities will
directly benefit members of a
rural or community bank where the
rural bank is located.
(2) The Bank may promote financial
intermediation services in the
informal and semi-formal
micro-finance sectors.
(3) The Bank shall prescribe
guidelines to define how the Bank
may deal with non-members.
Duties
8. The Bank shall
(a)
properly and profitably manage the
funds entrusted to it by member;
(b) issue general rules
regarding the implementation of
policies and the enforcement of
procedures by the members;
(c)
advise the members of its business
to provide a wide range of
financial services to the members
and customers;
(d)
supervise the management and
administration of the members;
(e)
disseminate knowledge and
information on the services
provided to
its members;
(f)
conduct research and develop
products and services,
(g)
Undertake the public relations and
advertising of the Bank,
(h)
relate to the following sectors;
(i) the
public sector,
(ii) trade and industry, and
(iii) the banking and financial
industry, and
(i)
pursue programmes that will
promote an integrated and
sustainable rural or community
banking system that promotes the
interest of its members and
customers.
Membership
Qualification of membership
9. Membership of the Bank is
mandatory for rural and community
banks established by law and any
other body or person that the
Board in consultation with the
Bank of Ghana may determine.
Requirements for membership
10. (1) The requirements for
membership of the Bank are as
follows:
(a)
the Regulations of a rural or
community bank shall provide that
the rural or community bank
(i)
is authorised to purchase shares
in the Bank;
(ii) is obliged to comply with the
rules, procedures and policies
made by the Bank;
(iii) requires the approval of the
Bank to amend its regulations;
(iv) undertakes to participate in
arrangements made to safeguard the
fulfillment of the obligations of
the Bank and those of its members;
(b)
the Board of Directors of a rural
or community bank shall pass a
resolution to authorise the
purchase of the required number of
shares and shall ensure compliance
with the other conditions of
membership; and
(c)
each new rural and community bank
shall subscribe fully to the
shares at the existing par value
after the establishment of the
Bank.
(2) A rural or community bank
shall apply to the Bank for
registration as specified in the
First Schedule.
Admission
11.
(I) Each admitted member shall
file a statement of acceptance of
the membership within thirty days
in the form provided in the Second
Schedule and the particulars shall
be entered in the membership
register of the Bank.
(2) Further provisions concerning
application for membership and
other related matters may be made
by bye-laws.
Rights
of members
12.
A
member may
(a)
attend general meetings, submit
proposals, take part in the
discussions and exercise their
voting rights,
(b)
propose the appointment or removal
of the directors subject to these
Regulations, the requirements of
the Banking Act and the Companies
Code,
(c)
receive
(i)
the minutes of the preceding
general meeting, and
(ii) the financial accounts of the
preceding financial year in .
accordance with the provisions of
the Banking Act on payment of the
fee involved,
(d)
inspect,
(i)
the membership register,
(Ii) the minutes of any general
meeting held in a previous year,
and
(m) the annual accounts of any
year at the offices of the Bank,
free of charge,
(e)
access copies of or extracts from
documents referred to under
paragraph (d), on payment
of the fee involved,
(f)
access the services provided by
the Bank specified in these
Regulations, and
(g)
access a share in the profits of
the Bank.
Obligation of members 13.
A
member shall
(a)
comply with the provisions of the
Bank's regulations, rules,
byelaws and the resolutions that
may be made pursuant to the
regulations; (b) take an
equal minimum share in the Bank;
(c)
not borrow funds from another
bank, place deposits with another
bank including members of the
Bank, or borrow and place deposits
with any other lender without
approval from the Bank;
(d)
keep the funds which it is by law
required to deposit with the Bank
of Ghana in a current account with
the Bank;
(e)
undertake to give access to the
Bank to examine its account and
other records, documents and
procedures in order to ensure that
acceptable practices and standards
are maintained;
(f)
transmit copies of its annual
budget together with its adopted
annual accounts to the Bank in the
form and within the period
determined by the Board of
Directors of the Bank;
(g)
co-operate generally with other
members of the Bank, and refrain
from canvassing directed at any
person who resides or any business
that is established in the
operational area of any other
member of the Bank within the
framework of an integrated rural
banking system;
(h)
provide the Bank with all the
statements and information which
the Bank considers necessary in
the performance of its functions
and discharge of its duties on
request;
(i)
initially invite the Bank to make
an appraisal before seeking the
approval of the Bank to open new
offices, agencies, branches or
mobilisation centres;
(j)
observe the solvency, liquidity
and other prudential requirements
and any other relevant additions
made by the Bank of Ghana; and
(k)
undertake to participate in
arrangements laid down by the Bank
for safeguarding the continuity
and solvency of the business
carried on by the members.
Complaints
14.
(1) A member in dispute with the
Bank or with another member shall
fill a complaint form as specified
in the Third Schedule.
(2) The procedure to .file a
complaint shall be as specified in
the Fourth Schedule.
(3) A member aggrieved by the
decision taken by the Bank may
appeal to the Bank of Ghana.
Termination
of membership
15.
Membership of the Bank shall
terminate (a) on
liquidation, or
(b)
on revocation of the banking
licence of the member by the Bank
of Ghana
Administrative sanction
16.
The Bank may impose an
administrative sanction on a
member for noncompliance of these
regulations as stipulated in the
rules or bye-laws.
Capital, dividends and reserve
funds
Authorised capital
17.
(1) The authorised capital of the
Bank shall be ten million shares
of no par
value.
(2) The Board may from time to
time, with the consent of the
shareholders, increase the share
capital of the Bank.
Issuance of shares
18.
(1) Each rural or community bank
shall subscribe to and hold an
equal minimum number of shares.
(2) The Board may offer additional
shares to a financially strong
rural or community bank.
(3) The Board shall decide on the
number of initial share offering
to a rural or community bank and
shall issue those shares to the
bank concerned.
(4) A resolution to give effect
to the Bank's decision and
authorisation shall be adopted at
a General Meeting on the
recommendation of the Board.
(5) A rural or community bank
which is capable of maintaining
the prescribed capital adequacy
ratio may subscribe fully to the
shares of the Bank.
(6) Each member shall participate
in any issue referred to in
sub-regulation
(1) in the same proportion as
existed in the preceding year.
(7) Where a member's membership
terminates, the member's shares
shall be taken back by the Bank
against payment of the amount.
(8) The Bank shall keep an
accurate record of all the shares
issued or taken back in accordance
with the regulations of the bank
and the provisions of the
Companies Code.
(9) The record shall include the
date of issue and repurchase shall
serve as conclusive evidence of
the member's shareholdings.
(10) A member shall receive a
statement of the shares entered in
the name of the member in the
share register at least once every
year.
(11) The liability of a holder of
shares in the Bank shall be
limited to the amount unpaid on
the shares held by the holder or
member.
Reserve funds and dividends
19. The Bank shall keep reserve
funds and pay dividends in
accordance with the provisions of
the Banking Act.
Organs of the Bank
Principal organs
20. For the purposes of the
effective performance of the
functions of the Bank,
it shall have
(a)
a
General Meeting of shareholders,
(b)
Extraordinary General Meeting,
(c)
a
Board of Directors,
(d)
an Inspection and Internal Audit
Department, and
(e)
an Inspectorate and Supervisory
Department.
Meetings
21. The convening and conduct of
meetings shall be done in
accordance with the regulations of
the Bank, the Companies Code and
any other rules or bye-laws made
by Bank of Ghana.
Powers and functions of General
Meeting of shareholders
22. The powers and functions of
the general meeting shall include
the following: (a) the
adoption and amendment of the
regulations of the Bank;
(b)
the dissolution of the Bank,
subject to the requirements of the
Banking Act;
(c)
the suspension and dismissal of
members of the Board;
(d)
the adoption of the annual
accounts and the declaration of
dividends to be distributed on
shares;
(e)
the approval and endorsement of
the management conduct and
supervision;
(f)
the approval of the member banks'
regulations; and
(g)
the adoption of rules of
procedures, stipulating among
other things which persons other
than the voting delegates q1ay
address the Meeting.
Notice
23. Notice of a Meeting shall be
given in accordance with sections
152 to 156 of the Companies Code.
Voting rights
24)
(1) Members shall have equal
voting rights.
(2) In the absence of the
chairperson of a bank, a member of
the Board shall act as a voting
delegate at the General Meeting.
Resolutions
25. (1) Members at a general
meeting may pass resolutions by
simple majority of members present
and voting.
(2) Seventy five percent of the
members present and voting shall
be required to pass a special
resolution.
(3) A blank vote shall not be
considered to have been cast.
(4) The chairperson shall
determine the manner of voting,
where the manner for voting is not
laid down in the rules of
procedure.
Minutes
26. (1) Minutes of the proceedings
at meetings, shall be prepared by
the Secretary of the Bank.
(2) The minutes shall be signed by
both the chairperson of the Board
and the Secretary of the Bank and
sent to members as soon as
practicable.
Management and administrative
provisions
Managing Director
27.
(1) The Bank shall have a Managing
Director who is a person of
recognised financial experience
appointed by the Board subject to
requirements of the Banking Act.
(2) The Managing Director shall be
a member of the Board.
(3) The Managing Director shall
hold office for four years on the
terms and conditions that the
Board may determine and shall be
eligible for re-appointment for a
further period of not more ~an
four years.
(4) The Managing Director is the
Chief Executive of the Bank
responsible for the direction of
the day to day business of the
Bank.
Deputy Managing Director
28)
(1) There shall be appointed two
Deputy Managing Directors.
(2) In the absence or
incapacitation of the Managing
Director, the most Senior Deputy
Managing Director shall perform
the duties of the Managing
Director.
Delegation
29.
(1) The Managing Director may, in
order to promote efficiency,
delegate a function in writing to
an officer of the Bank.
(2) The delegation of a function
of the Managing Director does not
relieve the Managing Director of
the ultimate responsibility of the
delegated function.
Board
of Directors
30.
(1) The general direction and
control of the affairs and
business of the Bank shall be
vested in the governing body of
the Bank, a Board of Directors.
(2) In the discharge of its
duties, the Board shall act on
sound commercial and financial
considerations to support the
business of rural and community
banks.
Composition of the Board
31.
The Board of Directors of the Bank
consists of
(a)
nine representatives of rural and
community banks elected to
represent
the nine chapters of the
Association of Rural Banks, (b)
one representative of the
Ministry of Finance,
(c)
one representative of the Bank of
Ghana,
(d)
one representative of the National
Council of the Association of Rum
1 Banks, and
(e)
the Managing Director of the Bank.
Appointment of directors
32. The Bank shall, with the
approval of the Bank of Ghana,
appoint other Directors for the
Bank.
Qualification for appointment as
director
33. A person shall not qualify for
appointment as Director of the
Bank or
continue in office as a Director
of the Bank if that person
(a)
has been declared insolvent or
bankrupt under any enactment,
(b) is of unsound mind or
incapable of carrying out official
duties,
(c)
is convicted of a crime or any
offence involving fraud,
dishonesty or moral turpitude,
(d)
is disqualified or suspended from
practicing a profession in Ghana
or in any other country by an
order of a competent authority,
(e)
is disqualified on any grounds
under the Banking Acts of Ghana,
and (f) is not resident in
the country.
Tenure of office of directors
34. (1) A Director shall hold
office for a period of not more
than three years and is eligible
for re-appointment but that
Director shall not be appointed
for more than two terms.
(2) A Director may at any time
resign from office in writing
addressed to the chairperson of
the Bank.
(3) A person shall cease to be a
director when the person ceases to
belong to the organisation that
person represents, or ceases to be
a director of a rural or community
bank or Managing Director of the
Bank ..
(4) A Director who ceases to
belong to an organisation may
serve the full term on the
authorisation of the organisation
the Director represents.
(5) The Board shall appoint a
person to act in the place of a
Director in the absence of a
Director from the country or if
the Director is incapacitated by
illness from performing the
functions of the Director.
(6) A person appointed to act in
the place of a Director shall hold
office (a) for the
unexpired portion of the
Director's term of office, or
.
(b)
until the Board is satisfied that
the incapacity of the person
concerned has ceased.
Functions of the Board
.
35. (1 ~ The Board. shall ensure
that any application for ~cial ~ommodation
// IS dealt With and considered
stnctlyon fmancml and economIC
ment to ensure that / ,
L.I. 1825
14
ARB APEX BANK LIMITED REGULATIONS,
2006
the bank
(a)
performs its functions and
conducts its affairs in accordance
with sound business, financial and
administrative standards and
practices; and
(b)
takes measures that are necessary
to ensure that any financial
assistance rendered by the Bank to
any member is utilised for the
intended purpose.
(2) The Board shall formulate
borrowing and lending policies for
the Bank. (3) The Board may
propose to any rural or community
bank or the Bank of Ghana,
measures for the efficient
and-profitable management or
operation of a rural bank and the
proposals may include mergers,
acquisitions, amalgamations and
reconstructions.
(4) For purposes of this
regulation, financial
accommodation means financial
assistance in times of liquidity
crisis or financial distress.
Disclosure of interest
36. (1) The Bank shall not invest
or engage in a financial
transaction with all enterprise in
which a director of the bank is a
partner, director or shareholder,
or is directly or indirectly
interested in.
(2) A Director who has an interest
in a matter for the consideration
of the Board shall disclose in
writing the nature of the interest
and is disqualified from
participating in deliberations on
the matter.
Meetings of the Board
37. (1) The chairperson of the
Board shall summon meetings of the
Board for the dispatch of business
once every three months at the
times and in the places determined
by the chairperson.
(2) The chairperson shall at the
request in writing of not less
than one third of the membership
of the Board convene an
extraordinary meeting of the Board
at the place and time determined
by the chairperson.
(3) The quorum at a meeting of the
Board shall be seven members of
the Board, including any
substitute and alternate
Directors.
(4) The chairperson shall preside
at meetings of the Board and in
the absence of the chairperson a
member of the Board elected by the
members present from among their
number shall preside. ,
(5) Matters before the Board shall
be decided by a majority of the
members present and voting and in
the event of an equality of votes
the person presiding shall have a
casting vote.
(6) The Board may co-opt a person
to attend a Board meeting as an
adviser but that person shall not
have the right to vote on a matter
for decision at the meeting.
(7) The proceedings of the Board
shall not be invalidated by reason
of a vacancy among the members or
a defect in the appointment or
qualification of a member.
Allowances
38. Members of the Board shall be
paid fees and other allowances
that may be determined from time
to time by ordinary resolution at
a General Meeting.
Inspection and Internal Audit
Department
39. The Board shall set up an
Inspection and Internal Audit
Department for the Barne
Appointment of Head of inspection
and Internal Audit Department
40. (1) The Board shall appoint a
person as Head of the Inspection
and Internal Audit Department.
(2) The Head of the Inspection and
Internal Audit Department is
answerable to the Board in the
performance of functions under
these regulations.
(3) The Head of the Inspection and
Internal Audit Department shall
prepare quarterly reports on the
inspection and internal audit work
carried out during the period of
three months immediately before
the preparation of the report and
submit a copy of the report to the
Board and the Managing Director.
(4) The Head of the Inspection and
Internal Audit Department shall
state in each report the
observations for the conduct of
the financial affairs of the Bank
during the period to which the
report relates.
Secretary of the Bank
41)
(1) The Bank shall have a
Secretary who shall act as
Secretary to the Board.
(2) Subject to the directions of
the Board, the Secretary shall
arrange the business of the Bank
and keep the books and proper
records of meetings and
correspondence of the Board.
(3) The Secretary shall also
perform any other function that
the Board may in writing direct or
the Managing Director may in
writing delegate to the Secretary.
(4) The Secretary shall be
assisted in the discharge of the
duties by employees of the Bank
that the Board may, on the
recommendations of the Managing
Director determine. -
Other staff
42. (1) The Bank shall engage
other employees as may be
necessary for the efficient
discharge of the objects and
functions of the Bank.
(2) The staff shall hold office on
the terms and conditions the Board
may determine.
(3) The Bank may also engage the
services of consultants and
advisers on the recommendations of
the Managing Director.
(4) The Board is responsible for
the appointment, discipline and
removal of employees of the Bank
in accordance With the policies of
the Bank.
Organisational structure
43. The organisational structure
of the Bank comprises the
following departments:
(a)
Banking Operations;
(b)
Inspection and Internal Audit;
(c)
Human Resources &Administration;
(d)
Training;
(e)
Finance and Treasury;
(f)
Legal, Regulatory and Compliance;
(g) Credits;
(h)
fu formation Communication
Technology;
(i)
Marketing, Research and New
Product Development;
0)
Inspectorate and Supervisory;
and
(k)
any other department that the
Board may consider convenient for
the efficient performance of the
functions of the Bank.
Inspection and supervision of
rural and community banks
Power of inspection and
supervision
44. (1) The Bank shall inspect and
supervise the management and
operations of rural and community
banks for the purpose of
complementing the supervisory work
of the Bank of Ghana.
(2) In the performance of these
functions, the Bank has the power
to
(a)
monitor the reserve and liquidity
requirements of each rural and
community bank,
(b)
examine and analyse copies of
prudential return,
(c)
monitor the observance of capital
adequacy ratio and minimum capital
requirements, risk exposure
limits, investments, reserve
funds, dividend payments and any
other prudential requirements,
(d)
monitor the activities of agencies
of the rural and community banks
and appraise applications for the
opening of agencies, subject to
the final approval by the Bank of
Ghana,
(e)
approve loans granted to directors
of rural and community banks and
take any appropriate action, in
addition to those required to be
taken by the rural and community
banks, to ensure repayment,
(f)
issue directives to rural and
community banks generally or to a
particular rural or community bank
where the Bank is of the opinion
that it is necessary
(i)
to secure proper management,
(ii) to prevent the affairs of a
bank being conducted in a manner
detrimental to the interests of
depositors or prejudicial to the
interests of the Bank, or
(ill) in the interests of banking
policy, and
(g)
prescribe the necessary incentives
for member banks either on case
by-case basis or generally in
respect of compliance with banking
policies, rules ~d regulations.
(3) A rural or community bank
which does not comply with the
Bank's directives shall be liable
to pay any penalty prescribed by
the rules of the Bank approved by
the Bank of Ghana ..
(4) A director or officer of a
rural or community bank who does
not comply with the directives of
the Bank is jointly liable with
the bank for contravention of the
bye-laws.
(5) The Bank may propose to the
Bank of Ghana otherpena1ties and
sanctions that may be imposed on a
rural and community bank for the
breaches of banking regulations
and on approval by the Bank of
Ghana, the affected bank shall
enforce the rules relating to the
fines and penalties alongside
those made by the Bank of Ghana
and report the outcome to the Bank
of Ghana.
(6) Prior to the enforcement of
any new fines or other sanctions,
the Bank shall explain to the
member banks the requirement for
the fines or sanctions and the .
nature and effect of the rules.
Rescue of failing
Bank
45.
(1) Where in the opinion of the
Bank, a rural or community bank
fails to comply with the
prudential requirements and the
failure suggests that the bank in
question is likely to run into a
distress status, the Bank shall
immediately inform the Bank of
Ghana, and initiate appropriate
action.
(2) The actions that may be taken
by the Bank may include corporate
financial restructuring of the
affected bank subject to the
approval of the Bank of Ghana.
Relationships
Inter-relationship of the Bank and
the Bank of Ghana
46.
(1) The Bank of Ghana shall
license rural and community banks
and supervise their management and
operations ..
(2) Subject to the powers and
functions of the Bank of Ghana
under the Constitution or any
other enactment, the Bank of Ghana
may delegate specified supervisory
functions to the Bank to,
(a)
maintain the primary cash receive
of the rural and community banks,
(b) monitor, inspect,
examine and supervise rural and
community banks in accordance with
relevant rules, regulations and
policies,
(c)
lend to rural and community banks
facing temporary liquidity
problems, and
(d)
provide specie movements and
management services.
(3) In furtherance of the
efficient performance of the
supervisory duties and other
functions, the Bank shall
(a)
open a clearing account with the
Bank of Ghana,
(b)
submit periodic prudential returns
to the Bank of Ghana,
(c)
comply with relevant enactments
and rules made by the Bank of
Ghana,
(d)
undertake the supervisory
functions delegated to it by these
Regulations,
(e)
collaborate with the Banking
Supervision Department and the
Treasury Department of the Bank of
Ghana in monitoring and
supervising the rural and
community banks, and
(f)
perform any other functions
incidental to the performance of
its specified supervisory
functions or assigned to it by the
Bank of Ghana.
The Bank and rural or community
banks
47.
(1) The Bank shall provide for
rural and community banks the
following services:
(a)
open current and other interest
bearing accounts;
(b)
provide cheque clearing services;
(c)
provide specie movement and specie
management services;
(d) monitor, inspect,
examine, audit and supervise the
management and operations;
(e)
keep and maintain the primary and
secondary reserves;
(j)
manage funds deposited with
the Bank;
(g)
lend monies to meet temporary
liquidity problems; (h)
provide guarantee support;
(i)
mange funds & and international
banks and financial institutions
for on-lending to the rural and
community banks;
(j)
offer training to directors and
staff of these banks;
(k)
organise deposit insurance
facilities to protect the deposits
of rural bank customers; and
(I)
provide any other banking service
that may promote the viability and
sustainability of the rural and
community banks.
(2) The rural and community banks
shall:
(a)
be shareholders of the Bank;
(b)
participate in the appointment and
removal of the directors of the
Bank.
(e)
be customers of the Bank;
(d)
in addition to returns required by
the Bank of Ghana, submit
prudential returns to the Bank;
(e)
comply with all banking laws and
regulations,
'(j)
provide access to the Bank when
discharging its duties under these
Regulations or any other
enactment; and
(i)
co-operate with the Bank to
achieve its objectives.
The Bank and other banks
48. The Bank shall maintain a
normal banking relationship with
other banks in the banking
industry.
The Bank and the Association of
Rural Banks
49)
(1 ) The Bank may be a banker for
the Association of Rural Banks.
(2) The Bank may seek the opinion
of the Association of Rural Banks
in designing propjets for the
member banks.
(3) The Association of Rural Banks
may provide advice to a rural and
community bank or any member bank
in respect of the rural banking
system and the Bank may consider
the advice and provide a feedback
to the Association.
(4) The Association shall furnish
the Bank with reports on its
activities for any necessary
action.
(5) The Association shall
supervise meetings of its regional
chapters convened purposely for
the election of Directors to the
Board.
(6) The Association shall deal
with any relevant matter referred
to it by the Bank for advice.
(7) The Association shall
collaborate with the Bank to
achieve the goal of an efficient,
effective and integrated rural
banking system ...
(8) The Bank shall support the
activities of the Association of
Rum I Banks with annual grants in
accordance with its donations
policy as determined by the Board.
Bank of Ghana and rural banks
50.
(1) The Bank of Ghana shall
continue to exercise primary
supervisory powers over rural and
community banks and in particular,
reserves the right to
(a)
license new rural banks,
(b)
revoke banking licences,
(c)
issue prudential regulations and
other regulatory instructions to
every . rural and community bank,
(d)
receive from rural and community
banks prudential returns, and to
analyse them,
(e)
monitor, examine, inspect and
supervise the management and
operations of the banks, and
(f)
ensure compliance with banking
policies, laws and regulations.
(2) The Bank shall
(a)
examine the feasibility report
presented by the promoters of a
rural or community bank to
determine its viability for the
grant of a banking licence by the
Bank of Ghana, and
(b)
inform the Bank of Ghana about
malpractices of any rural or
community bank which is likely to
result in the suspension or
revocation . of the licence of the
rural or community bank.
(3) A rural or community bank
shall in its relationship with
Bank of Ghana (a) submit
periodically to the Bank of Ghana
statutory prudential returns,
(b) comply with the
recommendations of the central
supervisory agencies of the Bank
of Ghana, namely the Banking
Supervision Department,· and the
Treasury Department, and
(c)
comply with the relevant banking
enactments, policies, regulations
and directives issued by the Bank
of Ghana .
Bank of Ghana and the Association
of Rural Banks
51. (1) The Bank of Ghana shall
continue to recognize the
existence of and collaborate with
the Association of Rural Banks as
a voluntary, non-profit
organization established to
promote and protect the interest
of rural and community banks.
(2) The Bank of Ghana may continue
to support programmes of the
Association in the promotion of
activities related to rural and
community banking.
(3) The Association shall, submit
to the Bank of Ghana reports of
its activities and annual
programmes for consideration,
guidance and support where
necessary.
Relationship with other banks and
micro-finance institutions
52. (1) The Bank may keep accounts
with a bank in the country or in
any other country and may receive
from that bank overdrafts, loans
or any other financial
accommodation.
(2) The Bank may, subject to the
provisions of these Regulations,
seek the co-operation of, and
co-operate with, other banks in
the country where necessary.
(3) The Bank may appoint a bank
within the country or in any other
country, or branches of any bank
to act as the Bank's agent for the
furtherance of the Bank's business
and the Bank may also act as the
agent of any other bank.
(4) The Bank shall promote
financial intermediation services
in the informal and semi-formal
micro-finance sectors including
forward and backward linkages.
Role of Association of Rural
Banks.
53. The Association of Rural Banks
shall among other functions
contained in its Constitution,
perform the following roles for
the rural and community banks:
(a)
advocacy role;
(b)
provide a forum for rural and
community banks to share ideas and
expenence;
(c)
resolve disputes between member
banks;
(d)
provide advisory services; and
(e)
undertake activities that are
outside the legal purview set for
the Bank but fall within the focus
of rural and community banking,
including the education of
communities on issues relating to
rural banking.
Intra rural or community banks
54. (1) The rural and community
banks shall consider themselves
owners and customers of the Bank
with a common interest and goal.
(2) The rural and community banks
shall maintain normal banking
relations and collaborate with
each other to the extent that an
activity shall not conflict with
the powers, functions and duties
of the Bank or its organisation
and management structures.
Relationship
of the
Bank with the Government
55.
The Bank may act generally as
agent for the Government or for
any statutory corporation, company
or district assembly in accordance
with these Regulations.
Financial matters
Board to approve budget for each
financial year
56.
(1) The Managing Director shall,
not less than two months before
the commencement of each financial
year, cause to be prepared
budgetary proposals for the year
for consideration of the Board.
(2) The Board shall consider the
proposals by the first day of the
financial year to which the budget
relates and subject to any
modifications to be determined by
the Board, approve an annual
budget of the Bank for that
financial year.
(3) Within the first financial
year of the Bank, the Managing
Director shall submit the
proposals within two months after
the date of commencement of
business by the Bank.
Accounts and audit
57.
(1) The Board shall keep books of
accounts and proper records in
relation to them.
(2) The account of the bank shall
be balanced on the last day of
each financial year and shall be
audited by the external auditor of
the Bank.
(3) The annual statement of
account as audited shall be signed
by the chairperson of the Board
and any other director of the Bank
and shall be forwarded to the Bank
of Ghana within three months after
the commencement of the succeeding
financial year.
(4) The annual statement of
account shall give a true and fair
view of the audited accounts of
the bank for the period to which
it relates.
(5) The Bank shall
(a)
exhibit throughout the year in a:
conspicuous manner in each office
or branch of the Bank a copy of
the last audited accounts,
(b)
within three months after the end
of the financial year submit the
audited accounts to the
shareholders at a general meeting
and cause
a
copy of the audited accounts to be
published in a daily newspaper
circulating in the county, and
.
(c)
not later than twenty one days
before the date of the general
meeting send a copy of the audited
accounts to each person entitled
to attend the meeting.
Appointment of auditor
58.
(1) The Board shall appoint an
auditor prior to the first Annual
General Meeting and the
remuneration shall be fixed at an
Annual General Meeting of
shareholders of the Bank.
(2) An auditor appointed under
these Regulations may be a
customer of a member bank.
(3) A director or employee of the
Bank shall not be eligible to be
appointed as auditor.
(4) Where the auditor is for any
reason unable to act, the Board
may appoint another auditor to act
until a new auditor is elected at
an Annual General Meeting or until
the Bank of Ghana appoints an
auditor under section 75 of the
Banking Act.
(5) An auditor may be eligible for
re-election.
(6) A person shall not qualify to
be appointed as an auditor under
this regulation unless that person
is qualified in accordance with
section 74 (3) of the Banking Act.
(7) The auditor appointed by the
Board shall cease to act as an
auditor in any of the
circumstances referred to in
section 80 of the Banking Act.
Duties and powers of an auditor
59.
(1) The Managing Director shall
ensure that in the discharge
functions under these Regulations,
the auditor of the Bank has access
at reasonable times to the books,
accounts and other documents of
the Bank.
(2) The auditor may at the expense
of the Bank employ an accountant
or any other person to assist in
examining the accounts of the
Bank.
(3) The auditor shall submit an
audit report on the account
audited to the Board.
(4) The auditor-shall make a
report to the shareholders on the
annual statement of accounts and
indicate whether the balance sheet
is fair, contains the necessary
particulars and properly drawn up
to exhibit the transparent state
of the Bank's affairs and, where
the auditor has called for an
explanation or information from
the Board, indicate whether the
report given by the Board is
satisfactory.
(5) A report made to the
shareholders shall be read
together with the report of the
Board at the Annual General
Meeting.
(6) An auditor appointed by the
Board or elected at an Annual
General Meeting is entitled to
have access to all notices and
other communications relating to
any general meeting by the Bank
which a shareholder of the Bank
and is entitled to receive and
shall be entitled to attend any
meeting and be heard on any part
of the business of the meeting
which concerns the auditor but
shall not vote on any matter
before the meeting.
lvfiscellaneous provisions
Liquidation of the Bank
60. The Bank shall be placed in
liquidation subject to these
Regulations, the Banking Act and
any other enactment.
Application of seal of the Bank
61. (1) The application of the
common seal of the Bank to a
document shall be authenticated if
signed by the Managing Director
and witnessed by the Secretary of
the Bank.
(2) The signatures of the Managing
Director and the two other
directors shall be independent of
the signature of any other person
who is required or authorised to
sign a document as a witness.
Contracts
62. (1) A contract on behalf of
the Bank may be entered into by
(a)
individual persons which by law
shall be in writing and under
seal, may be entered into and on
behalf of the Bank in writing
under the common seal of the Bank;
(b)
individual persons which by law
shall be in writing, signed by the
parties to be responsible and may
on behalf of the Bank be entered
into in writing and signed by a
person acting under the Bank's
express or implied authority; or
(c)
individual persons by parol on
behalf of the Bank by any person
acting under its express or
implied authority.
(2) A contract entered into shall
bind the Bank, its successors and
other parties to the contact
(3) A contract may be varied or
discharged in the same manner in
which it is required to be made.
(4) The Bank may, in writing
under its common seal empower a
person, generally or in respect of
any specified matter, as an
attorney to execute deeds on
behalf of the Bank at anyplace.
(5) A deed signed by an
attorney on behalf of the Bank and
under the attorney's seal, bind
the Bank and has the same effect
as if it were under the Bank's
common seal.
Service of documents
63.
A
document may be served on the Bank
by leaving the document at or
sending it by registered post to
the Head Office of the Bank or at
the Bank's regional branches ..
Offences
64.
(1) A person shall not obstruct or
refuse to co-operate with any
adjudicating panel in the
performance its functions under
these Regulations.
(2) A person who contravenes
sub-regulation (1) commits an
offence and is liable on summary
conviction to a fine of not more
than two hundred penalty units or
a term of imprisonment of not more
than one year or to both.
Protection of directors and
officers
65.
Subject to any other enactment, a
director, officer or other
employee of the Bank shall not be
liable for an act done in good
faith in the performance of
functions under these Regulations.
Disclosure of information
66.
A
person, who participates in the
decision, administration, control
and the management of the Bank,
shall not disclose any written or
oral information which the person
has obtained by virtue of a
function under these Regulations,
unless the . person is ordered to
give evidence in a court or to
fulfill an obligation imposed by
law or in the discharge of that
duty.
Dispute resolution
67.
Where a member is aggrieved by a
decision taken by the Board under
these Regulations and the matter
cannot be resolved amicably, the
matter may be settled by
arbitration under the Arbitration
Act 1961 (Act 38) or any other
enactment concerned with
arbitration ..
Rules and bye-laws
68.
(1) The Board may make rules or
bye-laws on any matter for the
implementation of these
Regulations.
"Banking Act" means the Banking
Act, 2004 (Act 673);
''bank'' means a rural or
community bank which is a member
of the Apex Bank;
"Board" means the Board of
Directors of the ARB Apex Bank
Limited; "capital adequacy" means
the ratio of the adjusted capital
base to the adjusted risk assets
of a bank as computed under the
provisions of the Banking Act
2004;
"catchments areas" means the
accepted geographical areas of
operation
of a rural or community bank as
determined by the Bank of Ghana;
"Companies Code" means the
Companies Code 1963 (Act 179);
"District Assembly" includes a
Municipal and Metropolitan
Assembly; "fund management
service" means the investment of
financial resources
by the Bank on behalf of the rural
and community banks; "member"
means a rural or community bank
which is a shareholder of the ARB
Apex Bank and any institution
permitted by these Regulation to
hold shares in the Bank;
"micro finance" means the
financing of small-and micro-scale
enterprises and low income earning
individuals;
"Minister" means the Minister
responsible for Finance;
"prudential regulations" means
regulations that derive from the
Banking Act, 2004 (Act 673) and
aimed at ensuring that banks are
operated prudently in conformity
with set limits and ratios;
"prudential requirement" means any
limit or ratio set under the
prudential regulations;
"prudential returns" means
periodic statements of amounts,
statistics and ratios required to
be submitted to a supervisory
authority by regulated
institutions;
"Regional Chapter" means the
intermediate body of rural bank
directors that represent the
interests of a cluster of rural
and community banks in a region;
"reserve funds" means the account
that holds the percentage of
annual profits that has to be
'ploughed back' into the banks
operation and is not available for
paying dividends;
"risk exposure limits" means any
limit set under the prudential
regulation to limit single
customer, single group, single
currency or total foreign currency
exposures of a bank;
"rural bank", includes a community
bank, which is a unit bank
promoted, owned and managed by
individual persons and located
essentially in rural communities
and licensed by the Bank of Ghana;
"specie management services" means
service offered by the Bank to
rural or community banks aimed at
the determination and maintenance
of efficient cash holdings and of
adequate insurance policies;
"specie movement services" means
the timely and efficient delivery
of and evacuation of cash to or
from a rural or community bank by
the bank; and
"voting delegate" means the
mandated manager or board member
empowered to vote at the Annual
General Meeting of the Bank on
behalf of a rural or community
bank.
SCHEDULES
FIRST SCHEDULE
(Regulation 10 (2)
ARB APEX BANK LIMITED
APPLICATION FOR MEMBERSHIP OF THE
ARB APEX BANK LIMITED
The Rural and Community
Bank
.
-
wishes to apply for membership of
the ARB Apex Bank Limited.
For this purpose we provide you
with the following particulars and
documents of our bank.
A. PARTICULARS
1. Date of
establishment of bank:
...................................................
.
2. Postal Address:
.............................................................................
.
3. Location:
.........................................................................................
.
4. Telephone No:
......................................
;
.....................................
.
5. Fax No:
..........................................................................................
.
EmailAddress:
............................................................................
.
6. Total Capital:
.................................................................................
.
7. Reserve Fund:
...............................................................................
.
8. Capital Adequacy
Ratio:
..............................................................
.
9.
Value of Total Assets: :
.............................................................
.
10. No. of Shareholders
of the bank:
................................................
.
11. No. of Court Cases
pending against the bank:
......................... .
12)
Names and addresses of current
Directors:
(a) .............
,
..................................................................................
.
(b)
..................................................................................................
.
(c)
..................................................................................................
.
(d)
...................... :
.........................................................................
.
(e) ........ ,
........................................................................................
.
(f)
...................................................................................................
.
(g)
..................................................................................................
.
(h)
.....................................................................
: .......................... .
13. Names and addresses
of External Auditors:
............................. .
..................................................................................
..................................................................................
B)
DOCUMENTS
Copies of the under listed
documents are herewith attached:
(a) Certificate of Incorporation
(b) Certificate to Commence
Business (c) Operating Banking
Licence
(d) Current Audited Report of the
Accounts and affairs of the bank.
(
e) Resolution of shareholders
supporting the application.
We solemnly and sincerely declare
that the information and records
provided are true and correct.
We also undertake to be bound by
all laws, regulations, rules or
bye-laws and guidelines governing
the ARB Apex Bank Limited
arrangements should the bank's
application be accepted.
Signature:
...........................................
Signature:
.....................................
.
Name:
.................................................
Name: ................ ····
...................... .
Chairperson Board of Directors
Date:
........................................................
.
Manager/Secretary
SECOND SCHEDULE
(Regulation 11 (1))
ARB APEX BANK LIMITED
The Chairman Board
of Directors
ARB Apex Bank Limited Accra
ARB APEX BANK LIMITED
STATEMENT OF ACCEPTANCE
BY
................................................................
RURAL AND COMMUNITY
BANK
Following the approval of our
bank's application for membership
of the ARB Apex Bank Limited by
our Board of Directors, we write
to accept the terms and conditions
governing the membership.
We enclose our cheque in favour of
the ARB Apex Bank Limited for the
sum of
.............................................................................................
................. . (˘
)
in payment of the shares issued to
our bank
.
We Ie<:\uest that )IOU enter OUI
oank'snam.e in the -registe-r of
memoe1:s of the ARB Apex Bank
Limited and forward to our above
address a share certificate in
respect of the issued shares.
Signature:
............................................
Signature:
......................................
.
Name:
.......................................•....
Name
...................................................
.
Chainnan:
............................................
Manager/Secretary
...................... .
Date:
.....................................................
Date:
..............................................
.
THIRD SCHEDULE
(Regulation 14(1))
COMPLAINT FORM
............................................................................
(Complainant)
and
.........................................................
,
(Respondent)
1)(a)
Full Name of complainant:
.................................................................
.
(b) Postal Address:
.............................................................................
.
(c) Telephone No:
................................................................................
.
(d) Fax No:
............................................................................................
.
(e) E-mail Address:
.............................................................................
.
(f) Official Address:
..............................................................................
.
2)(a)
Name of Respondent:
........................................................................
.
(b) Postal Address:
.............................................................................
.
(c) Telephone No:
..........................................
,
...................................
.
(d) Fax No:
...........................................................................................
.
(e) E-mail Address:
.............................................................................
.
(f) Official Address:
.............................................................................
.
3. Summary of complaint: .
4. Nature of harm suffered by
complainant:
.............................................
.
5. Relief sought: .
..............................................................................................
DECLARATION
1, being an authorised
Director/Officer of the
....................... bank,
hereby declare that the above
particulars are to the best of my
knowledge correct.
(Signature of Applicant)
Dated the .......................
day of
...................................................
20 ...... .
FOURTH SCHEDULE
(Regulation 14 (2) )
PROCEDURE TO FILE A COMPLAINT
In exercise of the powers
conferred on the Banking
Supervision Department of the Bank
of Ghana (referred to as ''the
BSD") to adjudicate on disputes
between the Bank and its members,
the Bank and its members shall
follow the procedure outlined
below:
1. Form of complaint
(1) A member of the bank may file
a complaint against another member
with the Association of Rural
Banks.
(2) A member may file a complaint
against the Bank with the BSD.
(3) A complaint to either the ARB
or BSD shall be in writing,
addressed respectively to the
President of the ARB or the Head
of BSD and in the format provided
in the Third Schedule.
2. Contents of complaints
A
complaint lodged with either the
ARB or BSD shall contain: (a)
the full name and contact
address of the complainant; (b)
the member against whom the
complaint is made;
(c)
particulars of the nature of the
complaint together with copies of
any document in support of the
complaint;
(d)
the nature of the injustice or
harm that the complainant has
suffered as a result of the
action, inaction or omission of
the person against whom the
complaint is made;
(e)
the relief sought by the
complainant; and
(f)
any other matter relevant to the
complaint.
3. Procedure for complaint
(1) The BSD may use the services
of an expert to assist in the
resolution of a complaint.
(2) Where a complaint is made
against a person, the BSD shall
cause a copy of the complaint to
be sent to the person against whom
the complaint is made within seven
days after the date of receipt of
the complaint.
(3) The person against whom a
complaint is made shall within
fourteen days after the date of
receipt of the complaint or a
further period that the BSD may
specify, submit its response to
the BSD.
4. Initial settlement of
complaint
(1 ) The BSD shall make a
preliminary enquiry into the
complaint.
(2) If the BSD considers that the
complaint maybe mediated upon and
settled, it shall invite the
parties concerned and initiate a
settlement of the complaint.
(3) If the complaint cannot be
settled, the BSD shall follow the
procedure for a formal hearing of
the complaint as provided in these
Regulations and in this Schedule.
s. Formal hearing of complaint
(1) For the purposes of making a
full enquiry by formal hearing
into a complaint, the BSD shall in
writing invite:
(a)
the complainant;
(b)
the person against whom the
complaint is made; and
(c)
any other person considered
relevant to the complaint by the
BSD to appear before it at a date,
time and place specified in the
notice.
(2) The date for attendance at the
formal hearing shall be not less
than fourteen days after the date
of notice.
(3) A person appearing before the
BSD to answer a complaint shall:
(a) take an oath or affirm
the faith;
(b)
be informed again of the
particulars of the complaint and
the relief sought; and
.
(c)
be afforded full opportunity to
answer the complaint.
(4) Persons appearing before the
BSD shall appear themselves or may
be represented by counselor
another expert.
(5) The BSD shall take a decision
on the complaint and keep a record
of the proceedings.
6. Panel for formal hearing
(1) The Head of BSD shall
constitute a panel to conduct a
formal hearing of a complaint
.
(2) The panel shall comprise at
least three and not more than five
persons one of whom shall be a
lawyer.
(3) The chairperson of
the panel shall be the Head of
BSD, the deputy or a
(4) A person appearing before a
panel may raise an objection to
membership of the panel to the
chairperson for determination.
(5) Any question before a panel
shall be determined by a majority
of the members present and voting.
7. Conduct of formal hearing
(1) Subject to paragraph 5, the
formal hearing shall be conducted
with fairness and impartiality and
the panel may order the production
of any information or document
from any of the parties. "
(2) The panel shall regulate the
course of proceedings and conduct
of the parties and their
representatives and may question
any person or enquire into any
matter related to the complaint.
(3) The panel shall make full
report to the Head of BSD of a
formal hearing and shall include
its recommendations for the
resolution of the complaint.
8. Action by BSD
(1) The Head of BSD shall consider
the report and may accept, reject
or modify the recommendations.
(2) If the BSD rejects the
recommendations it may ask for
further enquiry or give directions
to any of the parties to the
dispute.
9. Enforcement of decisions or
directives
The BSD may exercise a power
conferred on it by statute or
apply to the High Court for the
enforcement of its decisions or
directives.
HON. KWADWO BAAH WIREDU (M.P)
Minister for Finance and Economic
Planning
Date of Gazette
notification: 3rd November, 2006.
Entry into force: 12th December,
2006.
GOVERNMENT PRINTER, ASSEMBLY
PRESS, ACCRA.
GPC/A771/300/12/2006
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