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             GHANA FOOD (DISTRIBUTION) CORPORATION INSTRUMENT, 1971 (LI 714).

IN exercise of the powers conferred on the President by sections 1, 2, 4 and 6 of the Statutory Corporations Act, 1964 (Act 232) this Instrument is made this 16th day of November, 1971.

PART I—ESTABLISHMENT OF GHANA FOOD (DISTRIBUTION) CORPORATION

Section 1—Establishment of Corporation.

There is hereby established a body corporate to be known as the Ghana Food (Distribution) Corporation in this Instrument referred to as the "Corporation".

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

Where there is any hindrance to the acquisition by the Corporation of any property in pursuance of its powers under section 3 of the Statutory Corporations Act, 1964 (Act 232), 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, ETC.

Section 3—Objects of the Corporation.

(1) The objects of the Corporation are—

(a) to purchase, sell, preserve and distribute foodstuffs  including meat, fish, and fish and meat preparations;

(b) to export foodstuffs to overseas markets;

(c) to buy and sell agricultural machinery and implements to farmers;

(d) to organise grocery shops;

(e) to carry out such other activities as are incidental to the attainment of the foregoing objects or as the Prime Minister may assign to it.

(2) The Corporation may, for the attainment of its objects and without prejudice to the general effect of sub-paragraph (1) of this paragraph—

(a) control and fix with the prior approval in writing of the Minister, the prices to be paid from time to time to producers for their foodstuffs and shall arrange in such manner as it may think fit to notify such prices to the producers;

(b) appoint licensed buying agents throughout Ghana to purchase foodstuffs on behalf of the Corporation and issue to such agents upon such conditions as it may think fit, licences for  effecting any such purchases;

(c) acquire, hold or dispose of any interest in the business of any person carrying on functions (whether in Ghana or outside Ghana) similar or related to the objects of the Corporation; and

(d) to carry on such other activities as may appear to the Corporation to be conducive or incidental to the attainment of the objects and functions of the Corporation under this Instrument.

Section 4—No Person shall Export Foodstuffs without the Authority of the Corporation.

(1) No person shall export any foodstuff except—

(a) foodstuff which is the property of the Corporation; or

(b) foodstuff the export of which has been authorised in writing by the Corporation.

(2) Any person who contravenes the provisions of sub-paragraph (1) of this paragraph shall be guilty of an offence and shall, on summary conviction, be liable to a fine not exceeding N¢1,000.00 or to imprisonment not exceeding twelve months or to both.

Section 5—Corporation may Delegate its Functions.

(1) Without prejudice to the generality of paragraph 12 of this Instrument the Corporation may with the prior approval of the Minister and subject to such conditions as it may think fit, by writing under its common seal delegate any of its functions under this Part to any person and may at any time in like manner revoke such delegation.

(2) While any delegation remains in force the provisions of this Instrument shall be construed with such modifications as may be necessary to give effect to such delegation.

Section 6—Corporation to Conduct its Affairs on Sound Commercial Lines.

It shall be the duty of the Corporation to conduct its affairs on sound commercial lines.

PART III—COMPOSITION OF THE BOARD

Section 7—The Board.

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

(2) The Board shall consist of a Chairman and six other members appointed by the President acting in accordance with the advice of the Prime Minister and shall include the Managing Director referred to in paragraph 11 of this Instrument.

Section 8—Qualifications and Tenure of Office of Members of the Board.

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

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

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

(2) The members of the Board other than the Managing Director shall hold office for three years:

Provided that of the first members to be appointed, half (or if their number is not divisible by two, half of the next higher number) shall hold office for one year and such period shall be stated in their instruments of appointment.

(3) 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-paragraph (2) of this paragraph, any such person may be removed from office by the President acting in accordance with the advice of the Prime Minister.

(4) Where the office of a member of the Board other than the Managing Director becomes vacant under sub-paragraph (1) or (3) of this paragraph before the expiration of his term of office under sub-paragraph (2) 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 accordance with the advice of the Prime Minister 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.

(5) Subject to the provisions of this Instrument where 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 on the advice of the Prime Minister may appoint another person to hold office in his place until the incapacity of that person has terminated or until the expiry of the term of office of the member, whichever first occurs.

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

Section 9—Remuneration of Board Members.

Any member appointed to the Board under paragraph 7 of this Instrument as well as any person co-opted to the Board under paragraph 10 (6) of this Instrument may be paid such remuneration (if any) as the Board may, with the approval of the Minister determine in relation to him.

Section 10—Meetings of the Board.

(1) The Board shall ordinarily meet for the despatch of business at such times 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 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 so, however, that no person so co-opted shall be entitled to vote at any such meetings on any 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.

PART IV—MANAGEMENT AND STAFF OF BOARD

Section 11—Board to be in Control of General Policy of the 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 accordance with the advice of the Prime Minister, and subject to the provisions of the said Part shall hold office upon such terms and conditions as may be specified in 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 (5) of paragraph 8 of this Instrument authorise any employee of the Corporation to perform those functions 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 27 of this Instrument, be charged with the direction of the day-to-day business of the Corporation and of its administration and the control of all the employees of the Corporation.

(7) Subject to sub-paragraph (6) of this paragraph 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 any 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 delegated functions.

(8) The Chairman as Chairman shall have no other functions in relation to the Corporation except as otherwise expressly conferred on him by this Instrument or by any other enactment.

Section 12—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 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 any 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 a 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 subparagraph (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 11 of this Instrument and of section 12 of the Contracts Act, 1960 (Act 25).

Section 13—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 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 recommendations of the Managing Director determine.

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

Section 14—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 15—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

Chairman of the Board.

Section 16—Board Members not to Sponsor Appointments.

No member of the Board shall personally sponsor or recommend any application for the employment of any person under this Instrument and any member who infringes the provisions of this paragraph shall be liable to be removed from the Board.

PART V—FINANCIAL PROVISIONS

Section 17—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 18—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 five per centum 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 loads 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 19—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 20—Corporation to Pay Sums into Consolidated Fund.

Subject to paragraph 6 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 18 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 21—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 subparagraph (1) of this paragraph, the Corporation may, with 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 22—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 forms as the Auditor-General may approve.

Section 23—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 paragraph the period extending from the commencement of this Instrument to the 30th day of June, 1972 shall be deemed to be a financial year.

Section 24—Audit.

(1) 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 of the Auditor-General's Report forwarded to him under this paragraph.

Section 25—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 with 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 15 of this Instrument;

(c) a statement of all directions given by the Minister to the Corporation under paragraph 26 of this Instrument within that  year;

(d) such other information as the Minister may be writing request.

(2) 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 operations as the Minister may by writing reasonably request from time to time.

Section 26—Minister's Power of Direction.

Subject to the provisions of paragraph 6 of this Instrument (which requires the Corporation to operate on sound commercial lines), 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.

Section 27—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 instrument.

(2) Without prejudice to the general effect of sub-paragraph (1) of this paragraph, the Board may, subject to the provisions of the Constitution and 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 28—Exemption from Taxes, Etc.

The Board shall be exempted from such taxes and duties as the Minister responsible for Finance may, by writing direct.

Section 29—Interpretation.

In this Instrument, unless the context otherwise requires—

"Minister" means the Minister responsible for Agriculture.

Section 30—Dissolution of Former Corporation and Transfer of its Assets and Liabilities.

(1) The Ghana Food Marketing Corporation existing immediately before the commencement of this Instrument under the Instrument of Incorporation of the Ghana Food Marketing Corporation, 1966 (L.I. 502) is hereby dissolved and the Instrument of  Incorporation is hereby revoked.

(2) There is hereby transferred to the Corporation established under this Instrument all assets, rights, obligations and liabilities of the first mentioned Corporation.

E. AKUFO-ADDO

President

Date of Gazette Notification: 25th November, 1971.