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.
IN exercise of the powers
conferred on the President by
sections 1, 2 and 4 of the
Statutory Corporations Act, 1964
(Act 232), this Instrument is made
this 27th day of February, 1971.
PART I—ESTABLISHMENT OF GHANA FILM
INDUSTRY CORPORATION
Section 1—Establishment of
Corporation.
There is hereby established a body
corporate to be known as the Ghana
Film Industry Corporation in this
Instrument referred to as "the
Corporation".
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 (C.A. 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 produce news-reels,
documentary films, feature films,
commercial films, television films
and other films;
(b) to undertake the distribution
and exhibition of films whether
produced in Ghana or outside
Ghana; and
(c) to carry on such other
activities as are conducive or
incidental to the attainment of
its objects under this Instrument.
Section 4—Corporation to ensure
Reasonable Return on Its Capital.
(1) It shall be the duty of the
Corporation to conduct its affairs
in such a manner as to ensure a
reasonable return on its capital.
(2) In determining what
constitutes a reasonable return,
all pertinent economic and
financial considerations shall be
taken into account, including but
not limited to the need for net
operating income in an amount
sufficient:—
(a) to meet interest payments on
borrowing;
(b) to provide for repayments to
be made each year in respect of
loans incurred by the Corporation
to the extent that such repayments
exceed the year's provision for
depreciation charged to revenue
account;
(c) to provide a reasonable
proportion of the funds needed for
expanding the Corporation's
activities and improving its
working;
(d) to provide reserves for
replacement, expansion or other
purposes if and to the extent that
the Board deems it necessary to
establish such reserves, and
(e) to make such reasonable
payments to the Consolidated Fund
from time to time as may be
determined under paragraph 18 of
this Instrument.
(3) In this paragraph, the words
"net operating income" mean the
amount of income remaining after
subtracting from total operating
revenues all charges which in the
normal conduct of business are
proper to be charged to revenue
account, including provision for
adequate maintenance and straight
line depreciation of assets, but
before deducting interest and
other charges on borrowings.
PART III—THE BOARD.
Section 5—The Board.
(1) The governing body of the
Corporation shall be a Board.
(2) The Board shall consist of—
(a) a Chairman and five persons
appointed by the President acting
in consultation with the Council
of State; and
(b) the person appointed Managing
Director under paragraph 9 of this
Instrument.
Section 6—Qualifications and
Vacation of Office of Members of
Board Etc.
(1) No person shall be qualified
to be a member of the Board who
has been sentenced to death or to
a term of imprisonment exceeding
twelve months without 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 pardon.
(2) No person shall be qualified
to be a member of the Board if
having been declared as an
insolvent or bankrupt under any
law for the time being in force in
Ghana or in any other country is
an undischarged insolvent or
bankrupt.
(3) The members of the Board other
than the Managing Director shall
hold office for one year.
(4) Any member of the Board other
than the Managing Director may
resign his office by notice in
writing addressed to the Minister
and without prejudice to the
general effect of sub-paragraphs
(1) and (2) of this paragraph, any
member of the Board may be removed
from office by the President
acting in consultation with the
Council of State.
(5) Where the office of a member
of the Board other than the
Managing Director becomes vacant
under sub-paragraph (1), (2) or
(4) of this paragraph before the
expiration of his term of office
under sub-paragraph (3) of this
paragraph or by his death, the
Minister shall notify the Prime
Minister of the occurrence of such
event and, the President shall,
acting in consultation with the
Council of State and subject to
the provisions of this Instrument,
appoint another person in his
place and to hold office for the
unexpired portion of his term of
office.
(6) Subject to the provisions of
this Instrument where it appears
to the Prime Minister on the
recommendation of the Minister
that any member of the Board is
incapacitated by absence from
Ghana, or illness or any other
sufficient cause from performing
the duties of his office the
President acting in consultation
with the Council of State shall
appoint another person to hold
office in his place until such
time as the Prime Minister is
satisfied that the incapacity of
that person has terminated or
until the term of such member
expires, whichever first occurs.
(7) Every member of the Board
shall, on ceasing to be a member
be eligible for re-appointment.
Section 7—Remuneration of Board
Members.
Any member appointed to the Board
under sub-paragraph (2) (a) of
paragraph 5 of this Instrument as
well as any person co-opted to the
Board under paragraph 8 of this
Instrument may be paid such
remuneration (if any) as the Board
may with the approval of the
Minister, and the Minister
responsible for Finance determine
in relation to him.
Section 8—Meetings of the Board.
(1) The Board shall ordinarily
meet for the despatch of business
at such time and at such places as
the Board may determine but shall
meet at least once in every month.
(2) A special meeting of the Board
shall be called upon a written
request signed by the Chairman or
by a majority of the members of
the Board addressed to the
Secretary of the Corporation.
(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
members present and voting and in
the event of any 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, or half
the number of members of the Board
whichever is the greater so
however that if the number of
members of the Board is not
divisible by two the reference to
half the number of the members of
the Board shall be deemed to be a
reference to half of the next
higher number.
(6) The Board may, at any time
co-opt any person or persons to
act as an adviser or advisers at
any of its meetings but no person
so co-opted shall be entitled to
vote at any such meetings on a
matter for decision by the Board.
(7) 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.
(8) Any member of the Board who
has any interest in any company or
undertaking with which the
Corporation proposes to enter into
any contract or who has any
interest in any contract which the
Corporation proposes to enter into
shall disclose in writing to the
Board the nature of his interest
and shall, unless the Board
otherwise directs, 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
sub-paragraph shall be liable to
be removed from the Board.
(9) The Board shall keep minutes
of all proceedings in such manner
and form as the Minister may from
time to time direct.
(10) The Secretary of the
Corporation appointed under
subparagraph 12 (1) shall submit
to the Minister a copy of all
minutes recorded as soon after
each meeting as possible.
(11) The Board shall submit to the
Minister as soon as possible after
the months of June, September,
December and March in each year a
statement showing the revenue and
expenditure of the Corporation and
fluctuations in the number of
persons in the employ of the
Corporation for the preceding
three months and the revenue and
expenditure of the Corporation for
the corresponding period in the
previous year.
(12) The Board shall prepare
estimates of receipts and
expenditure for each period of
twelve months ending on the 30th
day of June in each year. A copy
of such estimates shall be
submitted to the Minister.
(13) The Board shall also submit
to the Minister such other reports
on its activities as the Minister
may by writing request from time
to time.
PART IV—MANAGEMENT AND STAFF OF
CORPORATION
Section 9—Board to be in Control
of General Policy of Corporation.
(1) The Board shall, subject to
the provisions of this Instrument,
have general control of the
management of the Corporation on
matters of policy.
(2) The Corporation shall have a
Managing Director.
(3) Subject to the provisions of
Part III of this Instrument the
Managing Director shall be
appointed by the President acting
in consultation with the Council
of State, and subject to the said
provisions shall hold office upon
such terms and conditions as may
be specified his instrument of
appointment.
(4) Where the office of the
Managing Director becomes vacant
the Board shall notify the
Minister thereof and the Minister
shall in turn notify the Prime
Minister of the occurrence of the
vacancy.
(5) Where the Managing Director is
incapacitated from the performance
of his functions under this
Instrument the Board may, subject
to sub-paragraph (6) of paragraph
6 of this Instrument authorise any
employee of the Corporation to
perform those function for the
duration of the incapacity.
(6) Subject to the provisions of
this Instrument, the Managing
Director shall be the Chief
Executive of the Corporation and
shall, subject to the general
control of the Board on matters of
policy, and subject in particular
to such rules as the Board may
make in that behalf under
paragraph 24 of this Instrument,
be charged with the direction of
the day-to-day business of the
Corporation and of its
administration and organisation
and control of all the employees
of the Corporation.
(7) Subject as aforesaid the
Managing Director may delegate to
any employee of the Corporation
any of his functions under this
Instrument and may impose such
conditions with respect to the
exercise of such delegated
functions as he may think fit:
Provided that nothing in this
sub-paragraph shall be construed
so as to absolve the Managing
Director from ultimate
responsibility for any act done by
any person in pursuance of any
such delegation.
Section 10—Execution of Contracts
Etc.
(1) The application of the seal of
the Corporation shall be
authenticated by two signatures,
namely—
(a) the signature of the Managing
Director or some other member of
the Board authorised by the Board
to authenticate the application of
the seal, and
(b) the signature of the Secretary
or some other officer of the
Corporation authorised by the
Board to act in the Secretary's
place 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 specified matters as its
attorney, to execute deeds on its
behalf in any place not situated
in Ghana; and every deed signed by
such attorney on behalf of the
Corporation and under his seal,
shall be binding on the
Corporation and 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 Managing
Director or any member of the
Board if such person has
previously been authorised by
resolution of 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 purpose of
this sub-paragraph.
(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 authenticated in
the manner provided by
sub-paragraph (1) of this
paragraph, or
(b) signed by and under the seal
of a person appointed as attorney
under sub-paragraph (2) of this
paragraph, or
(c) signed by the Managing
Director or by a member of the
Board or other person authorised
in accordance with sub-paragraph
(3) of this paragraph to act for
that purpose,
shall be deemed to be so executed
or issued until the contrary is
shown.
(5) The provisions of this
paragraph shall have effect
subject to the provisions of
paragraph 9 of this Instrument and
of section 12 of the Contracts
Act, 1960 (Act 25).
Section 11—Staff of Corporation.
(1) The Corporation may, from time
to time, engage such employees as
may be necessary for the proper
and efficient conduct of the
business and functions of the
Corporation.
(2) The Corporation may also
engage the services of such
consultants and advisers as the
Board may upon the recommendation
of the Managing Director
determine.
(3) Subject to any delegation
effected under clause (2) of
article 140 of the Constitution
and subject also to the other
provisions of the Constitution the
employees of the Corporation shall
be appointed by the President
acting in accordance with the
advice of the Public Services
Commission.
(4) Subject to the provisions of
the Constitution the employees,
consultants and advisers of the
Corporation shall be engaged on
such terms and conditions as the
Board may on the recommendation of
the Managing Director determine.
(5) Public Officers may be
transferred or seconded to the
Corporation or may otherwise give
assistance thereto.
Section 12—Secretary of
Corporation.
(1) The Corporation shall have an
officer to be designated as the
Secretary of the Corporation.
(2) The Secretary shall 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.
(3) The Secretary shall also
perform such functions as the
Board may by writing direct or as
the Managing Director 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
Managing Director direct.
Section 13—Internal Auditor.
(1) The Corporation shall have an
Internal Auditor.
(2) Subject to the provisions of
this Instrument, the Internal
Auditor shall be responsible to
the Managing Director for the
performance of his functions.
(3) As part of his functions under
this Instrument the Internal
Auditor shall, at intervals of
three months, prepare a report on
the internal audit work carried
out by him during the period of
three months immediately preceding
the preparation of the report, and
submit the report to the Managing
Director.
(4) Without prejudice to the
general effect of sub-paragraph
(3) of this paragraph, the
Internal Auditor shall make in
each report such observations as
appear to him necessary as to the
conduct of the financial affairs
of the Corporation during the
period to which the report
relates.
(5) The Internal Auditor shall
send a copy of each report
prepared by him under this
paragraph to the Minister and also
to each of the following:—
the Minister responsible for
Finance,
the Auditor-General, and
the Chairman of the Board.
PART V—FINANCIAL PROVISIONS
Section 14—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
Minister may after consultation
with the Cabinet agree, being sums
requested by the Board from the
Government.
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 sum, not exceeding 5 per cent
of the net profits of the
Corporation as the Board may
determine.
(3) The Corporation may, with the
approval of the Minister, use the
staff welfare fund for the
provision of staff welfare
facilities such as canteens, low
interest bearing, staff welfare
loans and for other purposes aimed
at enhancing the welfare of the
staff of the Corporation.
(4) The operation of the staff
welfare fund shall be subject to
such specific rules and
regulations as may be made by the
Board.
Section 16—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 of Ghana.
(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
for 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 and equipment 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 17—Corporation to Pay Sums
into Consolidated Fund.
Subject to paragraph 4 of this
Instrument at the end of each
financial year, after the
Corporation has made provision for
bad and doubtful debts,
depreciation of assets,
contributions to staff and
superannuation funds and for other
contingencies, if any, and after
appropriation has been made to the
staff welfare fund under paragraph
15 of this Instrument such part of
the profits of the Corporation
remaining as the Minister after
consultation with the Board and
with the Minister responsible for
Finance may by writing direct
shall be paid into the
Consolidated Fund.
Section 18—Borrowing Powers.
(1) The Corporation may obtain
loans and other credit facilities,
on the guarantee of the Government
from the National Investment Bank
or from such other Bank as the
Minister and the Minister
responsible for Finance may
approve.
(2) Apart from the powers of the
Corporation under sub-paragraph
(1) of this paragraph, the
Corporation may, with the prior
approval of the Minister and the
Minister responsible for Finance
borrow money from any other
source.
(3) For the purpose of any
technical arrangement in
connection with the raising of any
loan under sub-paragraph (2) of
this paragraph the Corporation
shall, if the National Investment
Bank agrees, use the services of
that Bank.
(4) 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.
(5) The Minister responsible for
Finance may on behalf of the
Government, guarantee the
performance of any obligation or
undertaking by the Corporation
under this paragraph.
(6) The Minister responsible for
Finance may, from time to time,
prescribe the maximum sums which
the Corporation may borrow under
sub-paragraph (1) or (2) of this
paragraph.
Section 19—Corporation to Keep
Proper Books of Account.
The Corporation shall keep proper
books of account and proper
records in relation thereto and
the account books and records of
the Corporation shall be in such
form as the Auditor-General may
approve.
Section 20—Financial Year of
Corporation.
(1) The Corporation's financial
year shall end on the 30th day of
June in each year.
(2) For the purposes of this
section the period extending from
the commencement of this
Instrument to the 30th day of
June, 1971 shall be deemed to be a
financial year.
Section 21—Audit.
(l) The books and accounts of the
Corporation shall each year be
audited in accordance with article
135 of the Constitution by the
Auditor-General.
(2) The Corporation 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 Minister may prescribe.
(3) It shall be the duty of the
Board as soon as possible upon
receiving the report of the
Auditor-General under this
paragraph to forward a copy of
such report to the Minister.
(4) The Minister shall as soon as
practicable upon receipt thereof,
cause to be laid before the
National Assembly a copy the
Auditor-General’s report forwarded
to him under this paragraph.
Section 22—Annual Report, Etc.
(1) The Corporation shall, as soon
as possible after the expiration
of each financial year but within
six months after the termination
of that financial year, submit to
the Minister an annual report
dealing generally with the
activities and operations of the
Corporation within that year which
shall, without prejudice to the
generality of the foregoing
include:—
(a) a copy of the audited accounts
of the Corporation together with
the Auditor-General's report
thereon;
(b) each report submitted in
relation to that financial year by
the Internal Auditor under
paragraph 13 of this Instrument;
(c) a statement of all directions
given by the Minister to the
Corporation under paragraph 23 of
this Instrument, within that year;
(d) such other information as the
Minister may by writing request.
(3) A copy of the annual report of
the Corporation shall also be sent
by the Corporation to the
following:—
the Minister responsible for
Finance,
the Head of the Central Bureau of
Statistics.
(3) The Minister shall, as soon as
possible after receiving the
annual report of the Corporation,
cause the report to be laid before
the National Assembly.
(4) The Corporation shall also
submit to the Minister such other
reports on its financial affairs
as the Minister may by writing
request from time to time.
Section 23—Minister’s Power of
Direction.
(1) Subject to the provisions of
paragraph 4 of this Instrument,
the Minister may give general
directions in writing to the
Corporation on matters of policy
and the Corporation shall be bound
to comply with such directions.
(2) For the proper conduct of his
public business the Minister shall
be entitled at all times to be in
direct communication with the
Managing Director, concerning all
branches of the Corporation and
all employees and also see all
documents, papers and minutes
which he may require either for
Parliament or himself and to be
supplied with copies thereof.
Section 24—Bye-laws or Other
Instruments.
(1) The Board may make bye-laws or
other instruments for the purpose
of carrying into effect the
provisions and principles of this
Instrument and for regulating any
matter falling within the scope of
the functions of the Corporation
or which is required or authorised
by this Instrument to be provided
for by any such instruments.
(2) Without prejudice to the
general effect of sub-paragraph
(1) of this paragraph, the Board
may, subject to the provisions of
the Social Security Act, 1965 (Act
279) make bye-laws or other
instruments under that
sub-paragraph 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 25—Exemption from Taxes,
Etc.
The Corporation shall be exempted
from such taxes and duties as the
Minister responsible for Finance
may, by writing, direct.
Section 26—Interpretation.
In this Instrument “Minister”
means the Minister responsible for
lnformation.
Section 27—Dissolution of Former
Corporation and Transfer of its
Assets and Liabilities.
(1) The State Film Industry
Corporation existing immediately
before the commencement of this
Instrument under the Instrument
of Incorporation of the State
Film Industry Corporation, 1965 (L.I.
467) is hereby dissolved and the
said Instrument is hereby revoked.
(2) There is hereby transferred to
the Corporation established by
this Instrument all assets,
rights, obligations and
liabilities of the first mentioned
Corporation.
E. AKUFO ADDO
President.
Date of Gazette Notification: 10th
March, 1971.
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