ACTS OF GHANA

GHANA COMMERCIAL BANK DECREE, 1972 (NRCD 115)

As amended

ARRANGEMENT OF SECTIONS

Section

1. Establishment of the Ghana Commercial Bank.

2. Capital.

3. Limitation of Liability of Shareholders.

4. Board of Directors.

5. Qualification for Directors.

6. Duration of Period of Office as a Director.

7. Incapacity of Director to Perform his Functions.

8. Managing Director.

9. Reserve Fund.

10. Contracts.

11. Business which the Bank is Authorised to Transact.

12. Business which the Bank may not Transact.

13. Regulations Governing Powers, Duties, Responsibilities, Etc., of the Bank, the Board, Employees and Agents.

14. Bye-laws to be made by the Board with the Approval of the Secretary.

15. Service of Documents on the Bank.

16. Application of Banking Act, 1970.

17. Application of Companies Code, 1963 (Act 179).

18. Saving.

19. Interpretation.

20. Repeals.

SCHEDULE

Schedule—The Ghana Commercial Bank regulations shares

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

Section 1—Establishment of the Ghana Commercial Bank.

(1) The Ghana Commercial Bank existing immediately before the commencement of this Decree under the Ghana Commercial Bank Decree, 1968 (NLCD 282) shall continue to operate subject to the provisions of this Decree as a body corporate with perpetual succession and a common seal; and may sue or be sued in its corporate name.

(2) The Head Office of the Bank shall be in Accra.

(3) The Bank may, subject to the provisions of the Banking Act, 1970 (Act 339) and to the limitations contained in this Decree relating to the business which may be carried on by the Bank, purchase, hold, manage and dispose of movable or immovable property and may enter into such contracts as may be expedient.

Section 2—Capital.

(1) Subject to the provisions of subsection (3) of this section the authorised capital of the Bank shall be ten million cedis which shall be divided into five hundred thousand shares of a nominal value of twenty cedis each.

(2) Any such shares taken up by the Secretary responsible for Finance (hereafter in this Decree referred to as the "Secretary") may be sold by the Secretary with the prior approval of the Executive Council, and the proceeds of the sale shall be paid to the Controller and Accountant-General for the credit of the general revenue of Ghana.

(3) The Board may from time to time, with the consent of the shareholders and with the prior approval of the Secretary, increase the authorised capital of the Bank and may divide the additional capital into shares of such nominal value as it may think fit.

(4) The shares of the Bank not issued under the provisions of subsection (2) of this section may be issued from time to time on such terms as the Secretary shall direct:

Provided that the issued capital shall not at any time exceed the authorised capital of the Bank.

Section 3—Limitation of Liability of Shareholders.

The liability of any holder of shares in the Bank shall be limited to the amount unpaid on the shares held by such holder.

Section 4—Board of Directors.

(1) The operations of the Bank shall be managed and controlled by a Board of Directors, which may exercise all such powers of the Bank as are not by this Decree required to be exercised by some other person or by the Bank at a meeting of shareholders.

(2) The Board of Directors shall consist of the following directors all of whom shall, subject to the provisions of this section, be appointed by the Council—

(a) a Chairman;

(aa) the Managing Director referred to in section 8 of this Decree;

(b) four Executive Directors appointed from the management staff of the Bank on the recommendation of the Managing Director of whom two shall be Deputy Managing Directors of the Bank;

(c) a representative of the Ministry responsible for Finance, being a public officer not below the rank of Principal Assistant Secretary;

(d) five persons appointed on the recommendation of the Secretary;

(e) after the issue of any shares of the Bank otherwise than to the Secretary, two persons (hereafter in this Decree referred to as "elected directors") elected by the shareholders;[As substituted by Ghana Commercial Bank (Amendment) Law, 1986 (PNDCL 148) s. 1(a)]

(3) A meeting of the shareholders shall be convened as soon as may be convenient after the first issue of any shares otherwise than to the Secretary for the purpose of electing directors under subsection (2)(e) of this section and thereafter on the holding of the annual general meeting a person shall be elected to fill any vacancy in the office of elected director which the holding of such meeting occasions.

(b) by the insertion immediately after section 4 thereof of the following new section—

Section 4A.—Terms of Service of Chairman.

The Chairman appointed under paragraph (a) of subsection (2) of section 4 shall hold office for such period and upon such terms and conditions as the Council may determine;[As inserted by Ghana Commercial Bank (Amendment) Law, 1986 (PNDCL 148) s. 1(b)]

Section 5—Qualification for Directors.

No person shall be qualified to be a director of the Bank—

(a) unless he is a citizen of Ghana, or in the case of an elected director unless he is domiciled in Ghana;

(b) in the case of a person required to be elected by the shareholders, unless he holds in his own right unencumbered shares of the Bank of the nominal value of not less than one thousand cedis;

(c) if he is an undischarged bankrupt having been adjudged or otherwise declared bankrupt under any law in force in Ghana or in any other country;

(d) if he is a person adjudged to be of unsound mind;

(e) if he is convicted of a felony or any offence involving dishonesty or moral turpitude and in each case has not been granted a free pardon;

(f) if, being a person possessed of professional qualification, he is disqualified or suspended, otherwise than at his own request, from practising his profession in Ghana or in any other country by the order of any competent authority made in respect of him personally.

Section 6—Duration of Period of Office as a Director.

(1) An executive director or a director appointed under subsection (2)(d) of section 4 of this Decree shall hold office for such period as may be specified by the Council in his instrument of appointment.

(2) A director appointed under subsection (2)(e) of section 4 of this Decree shall hold office for a period of one year.

(3) At the annual general meeting next following the first election of directors, and at every annual general meeting thereafter, the director elected at an annual general meeting who has held such office for the longest period since his last election shall retire; and as between directors elected on the same day the director to retire shall unless they otherwise agree be decided by lot.

(4) An elected director retiring at an annual general meeting shall retain his office until the close of the meeting.

(5) Any director shall vacate his office—

(a) on ceasing to be qualified for being a director of the Bank as required by the provisions of section 5 of this Decree;

(b) in the case of a director appointed under subsection (2)(e) of section 4, if he by notice in writing addressed to the Secretary and copied to the Board resigns his office;

(c) in the case of an executive director, if he ceases to be a member of the management staff of the Bank or if prior to his ceasing to be such a member, the Council by writing revokes his appointment as an executive director;

(d) in the case of a director appointed under subsection (2)(e) of section 4 if the Council by writing revokes his appointment;

(e) in the case of a person appointed under subsection (2)(d) of section 4 of this Decree, if he ceases to be qualified for appointment under that subsection or if prior thereto the Council by writing revokes his appointment.

(6) Subject to section 5 of this Decree, a person ceasing to hold office as a director shall again be eligible to hold office as director.

(7) If an elected director dies or vacates his office under the provisions of subsection (5) of this section the Board may subject to the provisions of this section elect a person qualified for election as a director for appointment under section 4 of this Decree to hold office until the next annual general meeting, unless he earlier vacates his office in accordance with subsection (5) such a person shall be deemed to be an elected director.

Section 7—Incapacity of Director to Perform his Functions.

(1) If an executive director or an elected director or a director appointed under subsection (2)(d) or (2)(e) of section 4 of this Decree is in the opinion of the Council, or the Board, as the case may be, prevented by absence from Ghana, illness or other sufficient cause from performing the functions of his office—

(a) the Council may, in the case of an executive director, or a person appointed under subsection (2)(d) or (2)(e) of section 4 of this Decree, appoint to hold office in his place another person being a person otherwise qualified to hold such office;

(b) the Council may, in the case of an elected director appoint another person nominated by the Board to hold his office, being a person otherwise qualified to hold such office:

Provided that in the case of an executive director the appointment shall be made upon the recommendation of the Managing Director.

(2) A person appointed or elected to act in the place of a director under this section shall cease to hold office when the Council or the Board as the case may be is satisfied that the original director is able again to perform the functions of his office, or on the date when the original director would have ceased to hold office in accordance with the provisions of this Decree which ever is earlier.

Section 8—Managing Director.

(1) There shall be a Managing Director of the Bank who shall be appointed by the Council and who shall hold office for a period not exceeding five years and on such other terms as may be specified in his instrument of appointment.

(2) A Managing Director shall be eligible for re-appointment for a further period not exceeding five years on the termination of his appointment.

(3) Subject to any directions of the Board on matters of general policy the Managing Director shall be responsible for the direction of the day-to-day business of the Bank and of its administration and organisation and control of all the employees of the Bank.

(4) The two Deputy Managing Directors of the Bank shall subject to the provisions of this Decree—

(a) be charged with the performance of any of the functions of the Managing Director when the Managing Director is absent from Ghana or is otherwise incapacitated from performing that function as the Board may determine; and

(b) otherwise assist the Managing Director in the discharge of the said functions, and perform such other functions as the Managing Director may delegate to any of them,

and accordingly, unless the context otherwise requires, any reference in this Decree to Managing Director shall include a reference to a Deputy Managing Director.[As substituted by Ghana Commercial Bank (Amendment) Decree 1973 (NRCD 163) s. 1(b)]

Section 9—Reserve Fund.

(1) The Bank shall have a fund to be known as the "Reserve Fund".

(2) There shall be paid into the Reserve Fund any money received by the Bank on the purchase of shares by the Secretary which are in excess of the nominal value thereof.

(3) The Bank shall also make payments into the Reserve Fund in accordance with section 7 of the Banking Act, 1970 (Act 339).

Section 10—Contracts.

(1) Contracts on behalf of the Bank may be made as follows:—

(a) a contract which if made between private persons would be by law required to be in writing, and if made according to the law of Ghana to be under seal, may be made on behalf of the Bank in writing under the common seal of the Bank;

(b) a contract which if made between private persons would be by law required to be in writing, signed by the parties to be charged therewith, may be made on behalf of the Bank in writing signed by any person acting under its authority, express or implied;

(c) a contract which if made between private persons would by law be valid although made by parol only, and not reduced into writing, may be made by parol on behalf of the Bank by any person acting under its authority, express or implied.

(2) A contract made in accordance with this section shall be effectual in law, and shall bind the Bank and its successors and all other parties thereto.

(3) A contract made in accordance with this section may be varied or discharged in the same manner in which it is authorised by this section to be made.

(4) The Bank may, by writing under its common seal empower any person, either generally or in respect of any specified matters, as its attorney to execute deeds on its behalf in any place not situate in Ghana and a deed signed by such an attorney on behalf of the Bank and under his seal shall bind the Bank and have the same effect as if it were under its common seal.

Section 11—Business which the Bank is Authorised to Transact.

The Bank is authorised to carry on and transact the several kinds of business hereinafter specified, namely—

(a) the paying, receiving, collecting and remitting of money, bullion and securities on behalf of the Government and the undertaking and transacting of any other business which the Government may from time to time entrust to the Bank;

(b) the receiving of deposits and the keeping of cash accounts on such terms as may be agreed upon;

(c) the advancing and lending of money on the security of—

(i) any stocks or other security for money issued by the Government;

(ii) stocks, fund and securities (other than immovable property) in which a trustee is authorised to invest money by any law for the time being in force in Ghana or in any other country;

(iii) goods which, or the documents of title to which, are deposited with, or assigned to, the Bank as security for such advances or loans;

(iv) goods which are hypothecated with the Bank as security for such advances or loans, if so authorised by special directions of the Board; and

(v) subject to such directions as may be issued by the Board, debentures of companies with limited liability whether incorporated in Ghana or outside Ghana:

Provided that where the original security is one of those specified in sub-paragraphs (i) and (ii) of this paragraph fully paid shares of companies with limited liability or immovable property or documents of title thereto may be accepted as collateral security;

(d) the granting of loans or overdrafts with or without security, to such extent as may be prescribed by bye-laws not inconsistent with the provisions of the Banking Act, 1970 (Act 339);

(e) the selling and realisation of the proceeds of sale of any stocks, funds shares, securities, debentures, promissory notes or goods which, or the documents of title to which, have been deposited, pledged or hypothecated with, or assigned or transferred to, the Bank as security for advances or loans, or which are held by the Bank or over which the Bank is entitled to any lien or charge in respect of any loan or advance or any debt or claim of the Bank, and which the Bank is entitled to any lien or charge in respect of any loan or advance or any debt or claim of the Bank, and which have not been redeemed in due time in accordance with the terms and conditions (if any) of such deposit, pledge, hypothecation, assignment or transfer;

(f) the selling and realisation of all property, whether movable or immovable which may in any way come into the possession of the Bank in satisfaction or part satisfaction of any of its claims, and the acquisition and holding of, and generally the dealing with, any right, title or interest in any property, movable or immovable, which may be the Bank's security for any loan or advance or may be connected with any such security;

(g) the drawing, accepting, discounting, buying and selling of bills of exchange and other negotiable securities;

(h) the making, issuing and circulating of bank drafts and letters of credit, to order or otherwise than to the bearer on demand;

(i) the drawing of bills of exchange and the granting of letters of credit payable out of Ghana;

(j) the buying of bills of exchange payable out of Ghana at any usance not exceeding six months;

(k) the purchase and sale of telegraphic transfers whether payable in Ghana or elsewhere;

(l) the investing of the funds of the Bank in any of the securities specified in sub-paragraphs (i) and (ii) of paragraph (c) of this section and converting them into money when required, and altering, converting and transposing such investments for or into others of the investments above specified;

(m) the transacting of pecuniary agency business on commission and the entering into of contracts of indemnity, suretyship or guarantee with specific security or otherwise;

(n) the acting as agent on commission in the transaction of the following kinds of business, namely—

(i) the buying, selling, transferring and taking charge of any securities, or shares in any public company;

(ii) the receiving of the proceeds whether principal, interest or dividends, of any securities or shares;

(iii) the remittance of such proceeds by bill of exchange or telegraphic transfer payable either in Ghana or elsewhere;

(o) the buying and selling of gold and silver whether coined or uncoined;

(p) the acceptance of the charge of valuables or securities on such terms as may be agreed on;

(q) the borrowing of money for the purposes of the Bank's business, and the giving of security for money so borrowed by pledging assets or otherwise;

(r) the opening of an account with or the making of an agency agreement with, and the acting as agent or correspondent, of, the Bank of Ghana or a bank incorporated in any country outside Ghana;

(s) acting as executor and trustee of wills, settlements and other instruments securing stocks, debentures and debenture stock, however and whenever constituted and administering trusts of all forms;

(t) engaging in development financing or acquiring or taking by subscription or by purchase or otherwise and the holding of, shares or stock of, and investing in the securities of any company engaged in development financing or any undertaking in Ghana or elsewhere having similar objects as may be deemed by the Bank to be likely to advance, either directly or indirectly the interest of the Bank;

(u) generally, the doing of or dealing with, all such matters and things as may be incidental or subsidiary to the transacting of the various kinds of business herein before specified.

Section 12—Business which the Bank may not Transact.

The Bank shall not transact any kind of banking business other than as specified in section 11 of this Decree and in particular the Bank shall not make any loan or advance on the security of its own shares.

Section 13—Regulations Governing Powers, Duties, Responsibilities, Etc., of the Bank, the Board, Employees and Agents.

(1) The provisions of the Schedule to this Decree (which may be cited as the Ghana Commercial Bank Regulations) shall, in respect of the matters to which they related, govern the powers, duties and responsibilities of the Bank, the Board and the employees and agents of the Bank and the procedure of the Bank and of the Board.

(2) The provisions of the Schedule to this Decree may be added to, amended or revoked by regulations made, in respect of the matters to which the Schedule relates, by the Secretary  with the prior approval of the Executive Council.

Section 14—Bye-laws to be made by the Board with the Approval of the Secretary.

The Board shall, with the prior approval of the Secretary  make bye-laws not being inconsistent with this Decree regulating the following matters, namely—

(a) the maximum amounts which may be advanced or lent to any individual, body of persons or partnership, or to any company or association with limited liability, without the security mentioned in sub-paragraphs (i) and (ii) of paragraph (c) of section 11 of this Decree;

(b) the extent to which accounts may be overdrawn without security;

(c) the books and accounts to be kept at the head office and branches of the Bank;

(d) the remuneration of the directors;

(e) the conduct and defence of legal proceedings and the manner of signing pleadings;

(f) the constitution and management of provident fund for the employees of the Bank;

(g) the conduct of the business of the Bank; generally.

Section 15—Service of Documents on the Bank.

A document may be served on the Bank by leaving it at or sending it by post to the Head Office of the Bank.

Section 16—Application of Banking Act, 1970.

For the avoidance of doubts it is hereby declared that the Banking Act, 1970 (Act 339) applies to the operations of the Bank.

Section 17—Application of Companies Code, 1963 (Act 179).

The provisions of the Companies Code, 1963 (Act 179) shall not apply to the Bank except in so far as the Secretary  may with the prior approval of the Executive Council direct.

Section 18—Saving.

Nothing in this Decree shall affect or be deemed to affect the rights of the Republic or the rights of any body politic or corporate or of any other persons except such as are mentioned in this Decree and those claiming by, from or under them.

Section 19—Interpretation.

In this Decree, unless the context otherwise requires—

"annual general meeting" means an annual meeting of shareholders held in accordance with the provisions of this Decree;

"Bank" means the body corporate established under the provisions of section 1 of this Decree;

"Board" means the Board of Directors constituted as provided in section 4 of this Decree;

"Secretary" means the Secretary  responsible for Finance;

"Council" means the National Redemption Council;

"Government" means the Government of Ghana.

Section 20—Repeals.

The following enactments are hereby repealed:—

The Ghana Commercial Bank Decree, 1968 (NLCD 282);

The Ghana Commercial Bank (Amendment) Decree, 1968 (NLCD 303).

SCHEDULE

(Section 13)

THE GHANA COMMERCIAL BANK REGULATIONS SHARES

Paragraph 1—Bank Shares Personal Property.

The shares of the Bank shall be personal property, and shall be transferable as provided in this Schedule.

Paragraph 2—Distinguishing Number of Shares.

Each share in the Bank shall be distinguished by its appropriate number.

Paragraph 3—Particulars to be Entered in Share Register.

The Bank shall keep a register of its shareholders and shall enter therein the following particulars:—

(i) the name and address and occupation, if any, of every shareholder and a statement of the shares held by each shareholder, distinguishing each share by its number;

(ii) the date on which each person is so entered as a shareholder; and

(iii) the date on which any person ceased to be a shareholder.

Paragraph 4—Shareholder Entitled to Certificate.

Every person whose name is entered as a shareholder in the register of shareholders shall be entitled to a certificate under the common seal of the Bank specifying the share or shares held by him:

Provided that, in respect of a share or shares held jointly by several persons, the Bank shall not be bound to issue more than one certificate, and delivery of a certificate for a share to one of several jointholders shall be sufficient delivery to all.

Paragraph 5—Share Certificate Prima Facie Evidence of Title to Share.

A certificate under the common seal of the Bank specifying the shares held by any shareholder shall be prima facie evidence of the title of the shareholder to the shares therein specified.

Paragraph 6—No Notice of Trust Receivable by Bank in Respect of Shares.

No notice of any trust, express, implied or constructive shall be entered on the register or be receivable by the Bank.

Paragraph 7—Periodical Closing of Share Register.

The Bank may close the register for any time or times each year not exceeding in the whole thirty days.

Paragraph 8—Register Open to Inspection by Shareholders.

The register of shareholders shall be kept at the Head Office of the Bank and, except when closed under the provisions of the  Decree, shall during business hours (subject to such reasonable restrictions as the Bank may impose, so that not less than two hours in each day be allowed for inspection) be open to the inspection of any shareholder without charge.

Paragraph 9—Charge Made for Copying Extracts from Register.

Any shareholder may require a copy of any such register, of any part thereof, on prepayment therefor at the rate of twenty pesewas for every hundred words or fractional part thereof required to be copied.

LIENS

Paragraph 10—Bank's Lien on Shares.

The Bank shall have a first and paramount lien on all the shares of a shareholder, whether held by him alone or jointly with any other person, for all moneys owing by him or his estate to the Bank in any manner whatsoever.

Paragraph 11—Sale of Shares Under Lien.

The Bank may sell in such manner as it thinks fit any shares on which it has a lien, but no sale shall be made unless some sum in respect of which the lien exists is presently payable, nor until the expiry of fourteen days after a notice in writing, stating and demanding payment of the amount in respect of which the lien exists, has been given to the registered holder for the time being of the share, or to the person entitled by reason of his death or insolvency to the share.

Paragraph 12—Disposal of Proceeds of Sale of Shares Under Lien.

The proceeds of the sale shall be applied in payment of such part of the amount in respect of which the lien exists as is presently payable and the residue, if any, shall (subject to a like lien for sums not presently payable as existed upon the shares before the sale) be paid to the person or persons entitled to the shares at the date of the sale. The purchaser shall be registered as the holder of the shares and he shall not be bound to see to the application of the purchase money, nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings in reference to the sale.

TRANSFER AND TRANSMISSION OF SHARES

Paragraph 13—Instrument of Transfer to be Executed by Transferor and Transferee.

The instrument of transfer on any share in the Bank shall be executed by both the transferor and the transferee, and the transferor shall be deemed to remain the holder of the share until the name of the transferee is entered in the register of shareholders in respect thereof.

Paragraph 14—Form of Instrument of Transfer.

Shares in the Bank shall be transferred in any usual or common form which the Board shall approve.

Paragraph 15—Bank's Right to Decline Transfers.

The Board may decline to register any transfer of shares on which it has a lien or any transfer of shares to any person who is a minor or has been found by any Court of competent jurisdiction to be of unsound mind or to or in the name of any partnership or company. The Board may also suspend the registration of transfers for any period during which it has under the provisions of the Decree directed that the register shall be closed.  If the Board refuses to register a transfer it shall within two months after the date on which the transfer was lodged with the Bank send to the transferee notice of refusal.

Paragraph 16—Fees of Transfers, Replacements and Renewals.

A fee of twenty-five pesewas per share shall be payable for registration of a transfer or for renewal of a certificate of shares which has become mutilated or has been lost, or for the sub-division of a share certificate:

Provided that not more than fifty pesewas shall be charged for any one certificate or the registration of any one transfer.

Paragraph 17—Right to Refuse to Recognise Instrument of Transfer.

The Bank may decline to recognise any instrument of transfer unless—

(a) a fee not exceeding fifty pesewas is paid to the Bank in respect thereof; and

(b) the instrument of transfer is accompanied by the certificate of the shares to which it relates and such other evidence as the Bank may reasonably require to show the right of the transferor to make the transfer.

Paragraph 18—Claimants to Shares who may be Recognised by Bank.

The executors or administrators of a deceased shareholder of the share and a person in whose favour a valid instrument of transfer of the share was executed by the deceased holder during his lifetime shall be the only persons who may be recognised by the Bank as having any title to the share. In the case of a share registered in the names of two or more holders, the survivors or survivor and, on the death of the last survivor, his executors or administrators and a person in whose favour a valid instrument of transfer of the share was executed by such survivor during his lifetime shall be the only persons who may be recognised by the Bank as having any title to the share.

Paragraph 19—Rights of Person Becoming Entitled to Share following Holder's Death or Insolvency.

Any person becoming entitled to a share in consequence of the death or insolvency of a shareholder or in consequence of a transfer by a deceased holder during his lifetime shall, upon such evidence being produced as may be required by the Bank, have the right, subject to the provisions of paragraph 15 of these Regulations, either after written notice addressed to the Bank, to be registered as a shareholder in respect of the share or, instead of being registered himself, to make such transfer of the share as the deceased or insolvent person could have made.

Paragraph 20—Rights of Person Entitled to be Registered Under Preceding Regulation.

Any person becoming entitled to a share in consequence of the death or insolvency of the holder shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of the share, except that he shall not, before being registered as a shareholder in  respect of the share, be entitled in respect of it to exercise any right conferred on a shareholder in relation to meetings of the Bank.

Paragraph 21—Annual General Meeting and Notice Thereof.

After the issue of any authorised capital otherwise than to the Secretary there shall be held at Accra on the first Monday of August in every year, or as soon after such day as may be convenient, a general meeting (to be known as the "annual general meeting") at which meeting the Board shall submit to the shareholders a balance sheet of the Bank made up to the preceding thirtieth day of June. A notice convening such meeting, signed by the Managing Director, shall be published in the Gazette, and in such other manner as the Board may direct, at least fifteen days before the meeting is held.

Paragraph 22—Quorum.

Shareholders holding not less than fifty per centum of the issued capital of the Bank for the time being shall constitute a quorum at an annual general meeting.

Paragraph 23—Right of Registered Shareholders to Vote.

(1) Voting at an annual general meeting shall be by show of hands unless a poll is, before or on the declaration of the result of the show of hands, demanded by shareholders holding not less than fifty per centum of the issued capital of the Bank present at the meeting.

(2) Every shareholder shall be entitled to vote at an annual general meeting and shall have one vote for every share of which he has been the registered proprietor for not less than three months immediately preceding the date of the meeting.

Paragraph 24—Proxies.

Every shareholder shall be entitled to transfer his right of voting at any annual general meeting to any other shareholder as his proxy:

Provided that no person shall act as proxy unless he is a shareholder entitled to vote and unless the instrument of his appointment, in a form approved by the Board, has been deposited at the Head Office of the Bank at least forty-eight hours before the time for holding the meeting at which he is to vote:

Provided further that, in respect of the share held by him on behalf of the Government, the Secretary may appoint any person as his proxy whether such person is a shareholder or not.

Paragraph 25—Chairman of Meeting.

The Chairman of the Board shall preside as Chairman at every general meeting of the Bank, in his absence the Managing Director shall preside and in the absence of both the Chairman and the Managing Director a member of the Board elected by the members present shall preside.[As substituted by The Ghana Commercial Bank (Amendment) Law, 1986 (PNDCL 148) s. 1(c)]

MEETINGS OF THE BOARD

Paragraph 26—Board to Meet Monthly and Quorum.

The Board shall meet at least once a month for the despatch of the Bank's business and there shall be deemed to be a quorum at any meeting of the Board if there are present at the meeting not less than two directors appointed under subsection (2)(d) of section 4 of the Decree together with not less than three other directors.

Paragraph 27—Chairman to Preside at Meetings.

The Chairman shall preside at all meetings of the Board and shall have a second or casting vote in all cases of equal division of votes.

Paragraph 28—Absence of Chairman.

If during his term of office the Chairman is unavoidably absent from any meetings of the Board, the Managing Director shall preside and in the absence of both the Chairman and the Managing Director, a member of the Board elected by members present shall preside.[As substituted by The Ghana Commercial Bank (Amendment) Law, 1986 (PNDCL 148) s. 1(c)]

GENERAL PROVISIONS AS TO BOARD

Paragraph 29—Vacancy among Directors not to Invalidate Act of Board.

No act or proceeding of the Board shall be invalidated merely by reason of the existence of a vacancy or vacancies among its directors.

Paragraph 30—Act Done by Directors in Good Faith Valid.

All acts done by any person acting in good faith as a director shall be as valid as if he was a member of the Board notwithstanding any defect in his appointment or qualification.

Paragraph 31—Indemnification of Directors by Bank and Responsibility for Losses.

(1) Every director shall be indemnified by the Bank against all losses and expenses incurred by him in or about the discharge of his duties, except such as happen from his own wilful act or default.

(2) A director shall not be responsible for the act or omissions of any other director or of any employee of the Bank or for any loss or expense happening to the Bank by the insufficiency or deficiency of value of, or title to, any property or security acquired or taken on behalf of the Bank, or by the insolvency, bankruptcy or wrongful act of any customer or debtor of the Bank, or by anything done otherwise than by his own wilful act or default in the execution of the duties of his office or in relation thereto.

Paragraph 32—Director not to Vote on Business in which he is Interested.

A director shall not sit, judge or vote on any matter connected with any business of the Bank in which he is personally concerned or on any motion respecting the loan or advance of money or otherwise giving credit to himself, his partner, co-trustee, servant, or relative or to a company, partnership or individual with which or with whom such director is connected as director, manager, partner or servant and in respect of such matter such director shall not be counted in the quorum.

Paragraph 33—Directors to Notify Bank of Names of Companies in which they are Interested.

Directors shall notify to the Bank the names of all companies in which they have an interest and shall also declare the fact at any time when an advance to any of the said companies is being considered.

SEAL

Paragraph 34—Use of the Seal.

The common seal of the Bank shall not be affixed to any instrument except in the presence of at least three directors, including the Managing Director or the person appointed for the time being to perform and exercise the duties and powers of the Managing Director under the provisions of subsection (4) of section 8 of the Decree, who shall sign their names to the instrument in token of their presence, and such signing shall be independent of the signing of any person who may sign the instrument as a witness. Unless so signed as aforesaid such instrument shall be of no validity.

EMPLOYEES OF THE BANK

Paragraph 35—Board to Appoint Employees of the Bank.

(1) The Board shall have power—

(a) to appoint such employees as may be necessary to conduct the business of the Bank;

(b) to grant salaries and other emoluments to such employees and to grant gratuities or other financial assistance to widows, children or other dependants of deceased employees; and

(c) to suspend or remove any employee of the Bank.

(2) Notwithstanding the provisions of sub-paragraph (1) of this regulation, the Managing Director shall have power to appoint employees of the Bank in cases in which the initial salary of an employee is less than ¢1,500 per annum, to grant increments of salary in accordance with scales laid down by the Board in respect of employees holding posts the initial salary for which is less than ¢1,500 per annum and to suspend any employee.

Paragraph 36—Notification in Gazette of Powers to Sign for Bank.

The Managing Director and such employees of the Bank as the Board may authorise in that behalf by notification in the Gazette are hereby severally empowered, for and on behalf of the Bank, to endorse and transfer promissory notes, stock-receipts, stock-debentures, shares, securities and documents of title to goods standing in the name of or held by the Bank and to draw, accept and endorse bills of exchange and letters of credit in the current and authorised business of the Bank, to sign all other accounts, receipts and documents connected with such business and to execute proxies to vote at meetings on behalf of shareholders from whom the Bank holds general powers of attorney.

Paragraph 37—Prohibition from Engaging in Other Banking or Commercial Business.

No person in the salaried employment of the Bank shall engage in any other banking or commercial business, either on his own account or as agent for any other person or persons, or shall act as broker or agent for the sale or purchase of Government or other securities.

Paragraph 38—Prohibition of Certain Advances to Managing Director and Employees.

No advance shall be made to the Managing Director or to any employee of the Bank, except on the security mentioned in sub-paragraphs (i) and (ii) of paragraph (c) of section 11 of the Decree, without the sanction of the Board.

Paragraph 39—Power to Require Security from Employees.

The Board may if it thinks fit require any employee of the Bank to give security to the Bank for the faithful discharge of his duty to the satisfaction of the Board in such amount and in such manner as it thinks proper.

Paragraph 40—Liability for Losses.

No employee of the Bank shall be liable for any loss or damage suffered by the Bank unless such loss or damage was caused by his own default or wilful act.

Paragraph 41—Balance Sheet.

(1) The Board shall cause the books of the Bank to be balanced on the thirtieth day of June in every year.

(2) A statement of the balance at every such period, signed by a majority of the directors, shall forthwith be sent to the Secretary.

(3) The Bank shall—

(a) exhibit throughout the year in a conspicuous position in every office or branch of the Bank in Ghana a copy of its last audited balance sheet;

(b) on or about the date of the presentation of such balance sheet to the shareholders at a general meeting cause a copy thereof to be published in a daily newspaper circulating in Ghana;

(c) not later than seven days prior to the date of the general meeting send a copy thereof to each shareholder entitled to attend such meeting.

Paragraph 42—Dividend to be Determined by Board.

An account of the profits of the Bank during the previous year shall be taken on or immediately after every thirtieth day of June and the amount of the dividend to be made, if any, shall be determined by the Board. No unpaid dividend shall bear interest as against the Bank.

Paragraph 43—Additional Allocation to Reserve Fund.

In addition to making the statutory allocation to the Reserve Fund as required by section 9 of this Decree, the Board may, before declaring any dividend, set aside out of the profits of the Bank such further sums as it thinks proper as reserves which shall, at the discretion of the Board, be applicable for meeting contingencies, or for equalising dividends, or for any other purpose to which the profits of the Bank may properly be applied, and pending such application may, at the discretion of the Board, either be employed in the business of the Bank or be invested in any of the securities mentioned in sub-paragraphs (i) and (ii) of paragraph (c) of section 11 of this Decree.

Paragraph 44—Receipt for Dividend or Share Jointly held.

If several persons are registered as jointholders of any shares, any one of them may give effectual receipts for any dividend payable on the share.

AUDIT

Paragraph 45—Bank to Keep Proper Books of Account.

The Board shall cause to be kept proper books of account and proper records of all transactions of the Bank.

Paragraph 46—Election of Auditor, Etc.

(1) Notwithstanding paragraph 48 of these Regulations the books of account shall be audited at least once in every year by an auditor (who may or may not be a shareholder) elected at the annual general meeting of the shareholders.

(2) No person shall be qualified to be elected an auditor under this paragraph unless he is qualified in terms of subsection (3) of section 32 of the Banking Act, 1970 (Act 339).

(3) Where the auditor is for any reason unable or unwilling to act, the Board may depute an auditor to act in his place until a new auditor is elected at an annual general meeting or until the Bank of Ghana appoints an auditor under section 33(2) of the Banking Act, 1970 (Act 339) whichever is the earlier.

(4) The Auditor shall cease to act as auditor in any of the circumstances referred to in section 34 of the said Act.

Paragraph 47—Remuneration of Auditor.

(1) The auditor shall have such remuneration as may be determined by the shareholders at the time of his election.

(2) Where for any reason an auditor is appointed to fill a temporary vacancy in the office of the auditor elected under paragraph 46 of these Regulations the auditor so appointed shall be paid such equitable proportion of the remuneration fixed under sub-paragraph (1) of this paragraph as the Board, having regard to all the circumstances of the case, shall decide.

Paragraph 48—Audit by the Auditor-General.

(1) The books and accounts of the Bank shall each year be audited in accordance with section 8 of the Audit Service Decree, 1972 (NRCD 49) by the Auditor-General or by a person authorised or appointed by him.

(2) The Bank shall pay in respect of such audit such fee (if any) as the Auditor-General and the Board may agree or in the case of failure to agree such fee as the Secretary may prescribe.

Paragraph 49—Secretary  to Appoint Independent Auditor.

Without prejudice to paragraph 46 of these Regulations the Secretary  may appoint such auditors as he thinks fit to examine and report on the accounts of the Bank.

Paragraph 50—Duties of an Auditor.

(1) The Bank shall furnish to an auditor elected or appointed under paragraph 46 or 49 of these Regulations as the case may be a copy of the half-yearly balance sheet and profit and loss account of the Bank and he shall examine these with the accounts and vouchers relating thereto.

(2) For the purpose of investigating the accounts of the Bank the auditor shall at all reasonable times have access to the books, accounts and other documents of the Bank, and may examine any director or employee of the Bank.

(3) The auditor shall submit a report to the shareholders or the Secretary as the case may be on the annual balance sheet and accounts of the Bank.

(4) In every such report the auditor shall state—

(a) whether, in his opinion, the balance sheet is a full and fair balance sheet containing the prescribed particulars;

(b) whether the balance sheet is properly drawn up to exhibit a true and correct view of the state of affairs of the Bank; and

(c) where he has called for any explanation from the Board, whether such information has been given and whether it is satisfactory.

(5) Any report made to the shareholders shall be read together with the report of the Board at the annual general meeting.

(6) The auditor elected by an annual general meeting shall be supplied by the Bank with all notices and other communications relating to any general meeting which any shareholder of the Bank is entitled to receive and shall be entitled to attend at any such meeting and to be heard thereat on any part of the business of the meeting which concerns him as auditor.

Paragraph 51—How Notice may be given.

A notice may be given by the Bank to any shareholder either personally or by sending it by post to him at his registered address or (if he has no registered address in Ghana) to the address, if any, within Ghana supplied by him to the Bank for the giving of notices to him.

Paragraph 52—Notice by Post Deemed Effective.

Where a notice is sent by post, service of the notice shall be deemed to have been effected by properly addressing, prepaying and posting a letter containing the notice and, unless the contrary is proved, to have been effected at the time at which the letter would be delivered in the ordinary course of post.

Paragraph 53—Shareholders Giving no Address to Bank not Entitled to Notice.

A shareholder who has no registered address in Ghana and has not supplied to the Bank an address within Ghana for the giving of notices to him shall not be entitled to any notice, notwithstanding anything contained in the Decree.

Paragraph 54—Notice to Jointholders.

A notice may be given by the Bank to the jointholders of a share by giving notice to the jointholder named first in the register in respect of the share.

Paragraph 55—Notice in Event of Shareholder's Death.

Any notice given in accordance with the foregoing provisions shall be deemed to have been duly given notwithstanding that the shareholder was then dead and whether or not the Bank had notice of his death, and shall in that event be deemed to be a notice to his legal representative.

Made this 26th day of September, 1972.

COLONEL I. K. ACHEAMPONG

Chairman of the National Redemption Council

Date of Gazette Notification: 29th September, 1972.

amended by

GHANA COMMERCIAL BANK (AMENDMENT) DECREE, 1973 (NRCD 163)1

GHANA COMMERCIAL BANK (AMENDMENT) DECREE, 1986  (PNDCL 148)2