ACTS OF GHANA

ARCHITECTURAL AND ENGINEERING SERVICES CORPORATION DECREE, 1973 (NRCD 193)

ARRANGEMENT OF SECTIONS

Section

PART I—ESTABLISHMENT OF CORPORATION

1. Establishment of Corporation

2. Compulsory acquisition of property for corporation where there is hindrance

PART II—OBJECTS OF THE CORPORATION

3. Objects.

PART III—THE BOARD

4. The Board

5. Qualifications and tenure of office of members of the Board

6. Functions of the Board

7. Meetings of the Board

8. Allowances payable to co-opted members

PART IV—MANAGEMENT AND STAFF

9. Chief consultant

10. Execution of contracts, etc

11. Staff of the Corporation

12. Secretary of the Corporation

13. Internal Auditor

14. Board members not to sponsor appointments

15. Staff welfare fund

PART V—FINANCIAL PROVISIONS

16. Capital and funds of Corporation.

17. Depreciation fund

18. Corporation to pay sums into consolidated fund

19. Borrowing powers

20. Corporation to keep proper books of account

21. Financial year of corporation

22. Audit

23. Financial Plan

PART VI—MISCELLANEIOUS

24. Commissioner's power of direction

25. Bye-Laws

26. Mode of payment of bonuses

27. Vesting of assets in the corporation and responsibility for liabilities and existing contracts

28. Interpretation

IN pursuance of the National Redemption Council (Establishment) Proclamation, 1972, this Decree is hereby made:

PART I—ESTABLISHMENT OF CORPORATION

Section 1—Establishment of Corporation.

(1) There is hereby established a body corporate to be known as the Architectural and Engineering Services Corporation referred to in this Decree as "the Corporation".

(2) The Corporation shall have perpetual succession and a common seal and may sue and be sued in its corporate name.

(3) The Corporation may for and in connection with the carrying out of its objects purchase, hold, manage or dispose of any movable or immovable property and may enter into such contracts and transactions as may be expedient.

Section 2—Compulsory Acquisition of Property for Corporation where there is Hindrance.

Where there is any hindrance to the acquisition by the Corporation of any property the property may be acquired for the Corporation under the State Property and Contracts Act, 1960 (CA 6) or as the case may be, under the State Lands Act, 1962 (Act 125) and each such Act shall, as the case may be, apply in relation to any such acquisition with such modifications as may be necessary to provide for the vesting of the property acquired thereunder in the Corporation and for the cost of such acquisition to be defrayed by the Corporation.

PART II—OBJECTS OF THE CORPORATION

Section 3—Objects.

(1) The objects of the Corporation are—

(a) to provide consultancy services in respect of all works required by or on behalf of the Government in the fields of engineering, building and architecture, urban and regional planning and development;

(b) to carry out technical studies in planning, designing as well as the supervision of such infrastructural works as will assist the economic and social development of the country;

(c) to undertake the investigation, survey, design, administration and management both in Ghana and elsewhere of all kinds of architectural and engineering consultancy works, whether public or private including the design of houses, highways, airfields, bridges, harbour, water supplies and sewerage systems, soils and foundations investigation;

(d) to undertake the testing of construction materials, surveying and mapping, valuation and appraisal of property, and design of irrigation works;

(e) to carry on such other activities as appear to the Corporation to be conducive or incidental to the attainment of all or any of the foregoing objects.

(2) The Corporation may charge fees in respect of any of its objects specified in subsection (1) of this section.

(3) No Ministry, or Department of State, Government agency or statutory corporation shall engage the services of any consultant for any work falling within the objects of the Corporation or within its competence without the prior approval in writing of the Commissioner.

(4) The Commissioner may on the advice of the Corporation give directions in writing to any Ministry, Department of State, Government agency or statutory corporation with regard to the engagement of consultants in respect of all technical works, and such Ministry, Department of State, agency or corporation shall comply with such directions.

PART III—THE BOARD

Section 4—The Board.

(1) The governing body of the Corporation shall be a Board.

(2) The Board shall consist of a chairman and four other persons appointed by the National Redemption Council (hereafter in this Decree referred to as "the Council").

Section 5—Qualifications and Tenure of Office of Members of the Board.

(1) The members of the Board including the Chairman shall hold office on such terms and conditions including the payment of such remuneration or allowances as the Council shall on the recommendations of the Commissioner determine:

(2) No person shall be qualified to be a member of the Board if—

(a) he has been sentenced to death or to a term of imprisonment exceeding twelve months without the option of a fine or has been convicted of an offence involving dishonesty or moral turpitude and has not in each case been granted a free pardon; or

(b) having been declared as an insolvent or a bankrupt under any law for the time being in force in Ghana or any other country is an undischarged insolvent or bankrupt; or

(c) he is adjudged to be a person of unsound mind.

(3) Any member of the Board may resign his office by giving a month's notice in writing addressed to the Council but a member of the Board may at any time be removed from office by the Council if in the opinion of the Council it is in the best interest of the Board to do so.

(4) Where the office of a member of the Board becomes vacant the Commissioner shall notify the Council of the occurrence of such vacancy and in the case of a member other than the Chief Consultant, where such vacancy occurs before his term of office expires another person shall be appointed in accordance with section 4 of this Decree to hold office for the unexpired portion of the previous holder's term of office.

(5) Subject to the provisions of this Decree where any member of the Board is unable by reason of his absence from Ghana or illness or any other sufficient cause to perform the duties of his office, the Council may appoint another person to hold office in his place until he is able again to perform the duties of his office or until the expiry of the term of office of such member whichever first occurs.

(6) Every member of the Board shall, on ceasing to be a member, be eligible for re-appointment.

Section 6—Functions of the Board.

(1) The Board shall, subject to the provisions of this Decree, have the sole management of the property, business and funds of the Corporation, and any other affairs and concerns thereof.

(2) The Board shall, in addition to its functions under subsection (1) of this section,

(a) enter into any contract for or on behalf of the Corporation;

(b) collect any moneys due to the Corporation and discharge all debts owed by the Corporation;

(c) sign, accept, negotiate, endorse and receive any negotiable instrument;

(d) make or authorise the acquisition of any movable or immovable property and the withdrawal, transfer or allocation of any funds of the Corporation;

(e) authorise the disposal of securities of any kind belonging to the Corporation;

(f) open and operate all current accounts, deposit or credit accounts at the Bank for Housing and Construction and any other Bank or financial institution;

(g) obtain loans and determine the nature and conditions of such loans;

(h) enter into any arrangement with any other person for jointly giving specialised consultancy services in certain restricted fields.

Section 7—Meetings of the Board.

(1) The Board shall meet for the despatch of business at such times and at such places as the Chairman may appoint but the Board shall meet at least once in every three months.

(2) The Chairman shall at the written request of not less than half the members of the Board convene a special meeting of the Board.

(3) At every meeting of the Board at which he is present the Chairman shall preside and in his absence, a member of the Board appointed by the members present from among themselves shall preside.

(4) Questions proposed at a meeting of the Board shall be determined by a simple majority of the members present and voting, and in the event of an equality of votes the person presiding shall have a second or casting vote.

(5) The quorum at any meeting of the Board shall be three.

(6) The minutes of every meeting of the Board shall be recorded in a register and signed by the Chairman of the meeting.

(7) The Board may, at any time, co-opt any person or persons to act as an adviser or advisers at any of its meetings, so however, that no person so co-opted shall be entitled to vote at any such meeting on any matter for decision by the Board.

(8) The validity of any proceedings of the Board shall not be affected by any vacancy among its members or by any defect in the appointment of any of them.

(9) Any member of the Board who has any interest in any company or undertaking with which the Corporation proposes to enter into any contract shall disclose in writing to the Board the nature of the interest and shall be disqualified from participating in any deliberations of the Board on the contract and shall in any case be disqualified from voting in any decision of the Board on such contract and any member who infringes the provisions of this subsection shall be liable to be removed from the Board.

Section 8—Allowances Payable to Co-opted Members.

There shall be paid out of the funds of the Corporation to all persons co-opted by the Board under section 7 of this Decree such subsistence, travelling and other allowances and at such rates as the Commissioner may approve.

PART IV—MANAGEMENT AND STAFF

Section 9—Chief Consultant.

(1) The Corporation shall have a Managing Director to be designated the Chief Consultant.

(2) The Chief Consultant shall be a person of recognised technical and professional standing and shall be appointed by the Council on the advice of the Commissioner.

(3) The Chief Consultant shall hold office for a period of five years on such terms and conditions as the Council may specify in his instrument of appointment.

(4) Subject to this Decree the Chief Consultant shall be responsible for the day-to-day administration of the Corporation and for the implementation of the decisions of the Board.

(5) The Chief Consultant shall attend all meetings of the Board but shall not be entitled to vote at such meetings.

(6) Where the office of the Chief Consultant becomes vacant the Board shall notify the Commissioner who shall in turn notify the Council of the occurrence of the vacancy.

(7) Where the Chief Consultant is incapacitated from the performance of his functions under this Decree the Board may authorise the Deputy Chief Consultant to perform those functions for the duration of the incapacity.

(8) The Chief Consultant may delegate to any employee of the Corporation or to any other person any of his functions under this Decree and may impose such conditions as he may think fit:

Provided that nothing in this subsection shall be construed to absolve the Chief Consultant from ultimate responsibility for any act done by any person in pursuance of any such delegation.

Section 10—Execution of Contracts, Etc.

(1) The use of the Seal of the Corporation shall be authenticated by two signatures namely:—

(a) the signature of the Chairman or some other member of the Board authorised by the Board to authenticate the application of the Seal, and

(b) the signature of the Chief Consultant or some other officer of the Corporation authorised by the Board to act in the place of the Chief Consultant for that purpose.

(2) The Corporation may by instrument in writing under its common seal empower any person either generally or in respect of any specific matters as its attorney, to execute deeds on its behalf in any place outside Ghana; and every deed signed by such attorney on behalf of the Corporation and under his seal, shall be binding on the corporation and shall have the same effect as if it were under the common seal of the Corporation.

(3) Any instrument or contract which, if executed or entered into by a person other than a body corporate would not require to be under seal, may be executed or entered into on behalf of the Corporation by the Chairman or any other member of the Board authorised by the Board to execute or enter into that particular instrument or contract:

Provided that if the Corporation thinks fit it may by writing under its common seal appoint any person outside Ghana as agent to execute or enter into the instrument or contract and the instrument or contract if executed or entered into on behalf of the Corporation shall have effect as if it had been duly executed or entered into as prescribed for the purposes of this subsection.

(4) Every document purporting to be an instrument executed or issued by or on behalf of the Corporation and to be—

(a) sealed with the common seal of the Corporation in the manner provided by subsection (1) of this section; or

(b) signed by and under the seal of the person appointed attorney under subsection (2) of this section; or

(c) signed by the Chairman or by a member of the Board or other person authorised in accordance with subsection (3) of this section to act for that purpose,

shall be deemed to be so executed or issued until the contrary is known.

(5) The provision of this section shall have effect subject to the provisions of section 6 of this Decree and section 12 of the Contracts Act, 1960 (Act 25).

Section 11—Staff of the Corporation.

(1) The Corporation may from time to time engage such employees as may be necessary for the proper and efficient conduct of its business and for the attainment of its objects.

(2) The Commissioner shall, on the recommendation of the Board, be responsible for the appointment, discipline and removal of any person in respect of the post of Deputy Chief Consultant, sectional head or any other similar post in the Corporation.

(3) Subject to subsection (1) of this section the Board shall be responsible for the appointment, discipline and removal of any person in respect of any post in the Corporation.

(4) The Board may delegate to the Chief Consultant or to any other officer of the Corporation the power to appoint, discipline and remove any person in respect of any post the initial salary attached to which is less than ¢2,000 per annum:

Provided that the Board shall not delegate to any officer of the Corporation other than the Chief Consultant the power to appoint, discipline or remove any person in respect of any post the initial salary attached to which exceeds ¢1,200 per annum.

(5) Public Officers may be transferred or seconded to the Corporation or may otherwise give assistance thereto.

(6) If an officer receiving a pensionable emolument in the public service is seconded to the Corporation the period which such officer serves with the Corporation shall for purposes of computation of time and amount of pension under the Pensions Ordinance (Cap. 30) be deemed to be service in a pensionable office.

(7) Public officers on transfer or secondment to the Corporation shall be subject to the disciplinary rules of the Corporation.

Section 12—Secretary of the Corporation.

(1) The Corporation shall have a Secretary who shall be appointed by the Board on such terms and conditions as the Board may with the approval of the Commissioner determine.

(2) The Secretary shall also act as secretary to the Board and shall subject to the directions of the Board arrange the business for and cause to be recorded and kept minutes of all meetings of the Board in the form prescribed in section 7 of this Decree.

(3) Without prejudice to subsection (2) of this section the Secretary shall be responsible for all legal matters relating to the Corporation and shall also perform such functions as the Board may by writing direct or as the Chief Consultant may by writing delegate to him and shall be assisted in his functions by such of the staff of the Corporation as the Board may on the  recommendations of the Chief Consultant, direct.

Section 13—Internal Auditor.

(1) The Corporation shall have an internal auditor who shall be appointed by the Board with the approval of the Auditor-General.

(2) Subject to the provisions of this Part of this Decree the Internal Auditor shall be responsible to the Chief Consultant for the performance of his functions.

(3) As part of his functions under this Decree the Internal Auditor shall prepare and submit to the Chief Consultant as soon as practicable after the end of each month a report on the internal audit work carried out during that month.

(4) The Internal Auditor shall make in such report such observations as appear to him necessary as to the conduct of the financial affairs of the Corporation during the month to which the report relates.

(5) The Internal Auditor shall send a copy each of the report prepared by him under this section to the Commissioner, the Commissioner responsible for Finance, the Auditor-General and the members of the Board of the Corporation.

(6) The Internal Auditor shall not be removed from office without the prior approval in writing of the Auditor-General.

Section 14—Board Members not to Sponsor Appointments.

No member of the Board shall personally sponsor any application for the employment of any person under this Decree and any member who infringes this section shall be liable to be removed from the Board.

Section 15—Staff Welfare Fund.

(1) The Corporation shall have a staff welfare fund.

(2) At the end of each financial year the Corporation shall transfer to the staff welfare fund such sums not exceeding 5 per cent of the net profit of the Corporation as the Commissioner may approve.

(3) The Corporation may use the staff welfare fund for the provision of welfare facilities, such as canteen, low interest bearing staff welfare loans, recreational facilities and for purposes aimed at enhancing the welfare of the staff of the Corporation.

PART V—FINANCIAL PROVISIONS

Section 16—Capital and Funds of Corporation.

The Government may provide to the Corporation as working capital and also as moneys required for carrying out the functions of the Corporation such sums as the Commissioner may after consultation with the Council agree, being sums requested by the Board from the Government.

Section 17—Depreciation Fund.

(1) The Corporation shall have a depreciation fund and for this purpose the Corporation shall open a Depreciation Reserve Account with the Bank for Housing and Construction.

(2) At the end of each financial year the Corporation shall transfer to the credit of the Depreciation Reserve Account all amounts charged to profit and loss account in respect of depreciation of buildings, plant and equipment, fixtures and other fixed assets.

(3) Amounts so transferred to the Depreciation Reserve Account shall be utilised only to replace fixed assets which are worn out or have become obsolete.

(4) Expenditure in respect of current repairs and in respect of purchases of spare parts shall not be met out of the Depreciation Reserve Account but shall be charged to the income and expenditure account of the Corporation for the financial year  during which the expenditure is incurred.

Section 18—Corporation to Pay Sums into Consolidated Fund.

(1) At the end of each financial year, after the Corporation has made provision for bad and doubtful debts, depreciation of assets, contributions to staff welfare and superannuation funds and for other contingencies, if any, there shall, on the recommendation of the Board and with the approval of the Commissioner, be appropriated for distribution as bonuses to the staff of the Corporation, a sum equal to fifty per centum of the remaining net profit of the Corporation.

(2) The Board, on the advice of the Commissioner responsible for Finance, shall determine in respect of each financial year how much of the remaining fifty per centum of the Corporation's net profit shall be paid into the Consolidated Fund.

Section 19—Borrowing Powers.

(1) Subject to section 6 of this Decree the Corporation may obtain loans or other credit facilities on the guarantee of the Government from the National Investment Bank or the Bank for Housing and Construction, or from such other Bank as the Commissioner responsible for Finance may approve.

(2) Apart from the powers of the Corporation under subsection (1) of this section the Corporation may with the prior approval of the Commissioner responsible for Finance borrow money from any other source.

(3) The Corporation may borrow temporarily by way of overdraft or otherwise such sums as it may require for meeting its current obligations or discharging its functions.

(4) The Commissioner responsible for Finance may on behalf of the Government guarantee the performance of any obligation or undertaking by the Corporation under this section.

(5) The Commissioner responsible for Finance may from time to time prescribe the maximum sums which the Corporation may borrow under subsection (1) or (2) of this section.

Section 20—Corporation to Keep Proper Books of Account.

(1) The Corporation shall keep proper books of account and proper records in relation thereto.

(2) The account books and records of the Corporation shall be in such form as the Auditor-General may approve.

(3) The Corporation shall prepare in respect of each financial year a statement of accounts in such form as the Commissioner may with the approval of the Commissioner responsible for Finance prescribe and shall include—

(a) a balance sheet, statement of income and expenditure and a statement of surplus containing such information as had the Corporation been a registered company under the Companies Code, 1963 (Act 179) would be required to be laid before the company by the directors at an annual meeting, and

(b) such other information in respect of the financial affairs of the Corporation as the Commissioner responsible for Finance may require.

Section 21—Financial Year of Corporation.

The financial year of the Corporation shall end on the 30th June in each year unless otherwise varied by the Board with the prior approval of the Commissioner.

Section 22—Audit.

(1) The books and accounts of the Corporation shall be audited each year by the Auditor-General or an auditor appointed by him.

(2) The Auditor-General or an auditor appointed by him shall not later than the 30th day of September in each year forward to the Commissioner a copy of the audited accounts of the Corporation for the financial year ending 30th June immediately preceding and his report thereon.

(3) The report of the Auditor-General or an auditor appointed by him shall state whether in his opinion—

(a) proper books of account have been kept by the Corporation;

(b) the financial statement of the Corporation was prepared on a basis consistent with that of the preceding year and is in agreement with the books of accounts of the Corporation;

(c) the balance sheet gives a true and fair view of the income and expenditure or profit and loss of the Corporation for the financial year,

and the Auditor-General or the auditor appointed by him shall call attention of the Commissioner to any matter falling within the scope of his examination which in his opinion should be brought to the attention of the Council.

Section 23—Financial Plan.

(1) The Corporation shall within three months after the end of each financial year prepare and submit to the Commissioner a financial plan for the ensuing financial year.

(2) The financial plan in respect of each financial year shall include—

(a) the expected turnover and gross receipts for the financial year;

(b) a full breakdown of the Corporation's expected expenditure in terms of purchases, wages, salaries, overheads, administrative costs, materials and stores, financial costs such as loans and bank charges;

(c) the expected costs as well as income both in foreign and local currencies in respect of the financial year;

(d) the expected financial requirements of the Corporation of foreign exchange and the sources from which the necessary funds are expected to be derived to meet those requirements; whether from the Corporation's own funds or otherwise; and

(e) any other particulars that the Commissioner may from time to time request.

(3) The Commissioner may approve, modify or recommend changes in the financial plan as he thinks fit.

PART VI—MISCELLANEOUS

Section 24—Commissioner's Power of Direction.

The Commissioner may, subject to the provisions of this Decree, give general directions in writing to the Corporation on matters of policy and the Corporation shall be bound to comply with such directions.

Section 25—Bye-Laws.

(1) The Board of the Corporation may make bye-laws for the purposes of carrying into effect the provisions and principles of this Decree and for regulating any matter falling within the scope of the functions of the Corporation.

(2) Without prejudice to subsection (1) of this section the Board may, subject to the provisions of the Social Security Decree, 1973 (NRCD 127), make bye-laws or other instruments under that subsection for providing the conditions of service of the staff of the Corporation, including, if the Board thinks fit, the operation of a contributory provident fund.

Section 26—Mode of Payment of Bonuses.

Subject to the successful business operations of the Corporation in any financial year the Board may, at the end of that financial year, pay to its employees from the profits declared by the Corporation such bonuses as may be determined by the Board.

Section 27—Vesting of Assets in the Corporation and Responsibility for Liabilities and Existing Contracts.

(1) On the commencement of this Decree there shall vest in the Corporation at a valuation to be fixed by the Commissioner such assets of the Public Works Department as may be transferred to the Corporation.

(2) Unless otherwise directed by the Commissioner the Corporation shall be responsible for such liabilities and contracts as may have been incurred or entered into by the Public Works Department before the commencement of this Decree in respect of any functions to be performed by the Corporation under this Decree, and any matters relating to such liabilities and contracts shall be carried out on and after that date by the Corporation as if the Corporation incurred those liabilities or entered into those contracts.

Section 28—Interpretation.

In this Decree unless the context otherwise requires—

"Chief Consultant" means the Managing Director;

"Commissioner" means the Commissioner responsible for Works and Housing;

"Council" means the National Redemption Council.

Made this 27th day of July, 1973.

COLONEL I. K. ACHEAMPONG

Chairman of the National Redemption Council

Date of Gazette Notification:  3rd August, 1973.