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IN exercise of the powers
conferred on the National
Redemption Council by sections 1,
2 and 4 of the Statutory
Corporations Act, 1964 (Act 232)
this Instrument is made this 25th
day of September, 1973.
PART I—ESTABLISHMENT OF THE GHANA
NATIONAL MANGANESE CORPORATION
Section 1—Establishment of the
Ghana National Manganese
Corporation.
There is hereby established a body
Corporate to be known as the Ghana
National Manganese Corporation,
in this Instrument referred to as
the “Corporation”.
Section 2—Acquisition of Land.
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 Contacts
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) the mining of manganese ores
and other allied or associated
minerals, of all grades and
quality;
(b) the carrying out of
beneficiation of low grade
manganese ores and allied or
associated minerals;
(c) the processing of manganese
ores into ferro-alloys, chemically
pure manganese dioxide and other
by-products;
(d) the marketing of manganese
ores and other minerals aforesaid
in Ghana and outside Ghana;
(e) the carrying on of such other
activities, as may appear to the
Corporation, to be incidental or
conducive to the attainment of the
said objects.
(2) The Corporation may enter into
joint-ventures with foreign or
indigenous investors, or both.
Section 4—Corporation to Conduct
its Affairs on Sound Commercial
Lines.
(1) It shall be the duty of the
Corporation to conduct its affairs
on sound commercial lines, and in
particular, so to carry out its
functions under this Instrument as
to ensure that its revenues are
sufficient to produce on the fair
value of its assets, a reasonable
return measured by taking its net
operating income as a percentage
of the fair value of its fixed
assets in operation plus an
appropriate allowance for its
working 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
borrowings,
(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 capital,
(d) to provide reserves for
replacement, expansion or other
purposes if and to the extent to
which 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 borrowing.
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
Chairman and six other members
appointed by the National
Redemption Council on the
recommendation of the Commissioner
and shall include the Managing
Director referred to in paragraph
9 of this Instrument.
Section 6—Qualifications and
Tenure of Office of Members of the
Board.
(1) The members of the Board other
than the Managing Director shall
hold office for two years.
(2) No person shall be qualified
to be a member of the Board who—
(a) has been sentenced to death or
to a term of imprisonment
exceeding twelve months without
the option of a fine or has been
convicted of an offence involving
dishonesty or moral turpitude and
has not in each case been granted
a free pardon, or
(b) having been declared as an
insolvent or a bankrupt under any
law for the time being in force in
Ghana or any other country, is an
undischarged insolvent or
bankrupt, or
(c) is adjudged to be a person of
unsound mind.
(3) Any member of the Board may
resign his office by notice in
writing addressed to the
Commissioner and without prejudice
to the general effect of
sub-paragraph (2) of this
paragraph, any such person may be
removed from office by the
National Redemption Council acting
in accordance with the advice of
the Commissioner.
(4) Where the office of a member
of the Board becomes vacant the
Commissioner shall notify the
National Redemption Council of the
occurrence of such vacancy and in
the case of a member other than
the Managing Director, where the
vacancy occurs before his term of
office expires under sub-paragraph
(1) of this paragraph another
person shall be appointed in
accordance with paragraph 5 of
this Instrument to hold that
office for the unexpired portion
of the previous holder's 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 National Redemption
Council acting on the advice of
the Commissioner 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 such member, whichever
first occurs.
(6) 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) 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
Commissioner, determine in
relation to him.
Section 8—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 four.
(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
that 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 make
any contract or who has any
interest in any contract which the
Corporation proposes to make 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
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) The Managing Director shall be
appointed by the National
Redemption Council acting in
accordance with the advice of the
Commissioner and subject to the
said provisions, 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
Commissioner thereof and the
Commissioner shall in turn notify
the National Redemption Council 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 authorise
any employee of the Corporation to
perform these 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, 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 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
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 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
to or enter into the instrument or
contract and the instrument or
contract if executed or entered
into on behalf of the Corporation
shall have effect as if it had
been duly executed or entered into
as prescribed for the purposes of
this 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.
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 recommendations
of the Managing Director
determine.
(3) The employees of the
Corporation shall be appointed by
the Board acting in consultation
with the Public Services
Commission.
(4) 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 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 Commissioner and
also to each of the following:—
the Commissioner responsible for
Finance,
the Auditor-General, and
the Chairman and each of the other
members of the Board.
Section 14—Board Members not to
Sponsor Appointments.
No member of the Board shall
personally sponsor any application
for the employment of any person
under this Part of 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 15—Capital and Funds of
Corporation.
The Government may provide to the
Corporation as working capital and
also as moneys required for
carrying out the functions of the
Corporation such sums as the
Commissioner may after
consultation with the National
Redemption Council agree, being
sums requested by the Board from
the Government.
Section 16—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 Commissioner 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 17—Depreciation Fund.
(1) The Corporation shall have a
depreciation fund and for this
purpose the Corporation shall open
a Depreciation Reserve Account
with the Bank 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 18—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
16 of this Instrument, such part
of the profits of the Corporation
remaining as the Commissioner
after consultation with the Board
and with the Commissioner
responsible for Finance may by
writing direct shall be paid into
the Consolidated Fund.
Section 19—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
Commissioner and the Commissioner
responsible for Finance may
approve.
(2) Apart from the powers of the
Corporation under subparagraph (1)
of this paragraph, the Corporation
may, with the prior approval of
the Commissioner and the
Commissioner 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 Commissioner 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 Commissioner 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 20—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 21—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, 1974 shall be deemed to be a
financial year.
Section 22—Audit.
(1) The books and accounts of the
Corporation shall each year be
audited by the Auditor-General or
an auditor appointed by him.
(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 Commissioner 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 Commissioner.
(4) The Commissioner shall as soon
as practicable upon receipt
thereof, cause to be laid before
the National Redemption Council a
copy of the Auditor-General's
report forwarded to him under this
paragraph.
PART VI—MISCELLANEOUS
Section 23—Annual Report, Etc.
(1) The Corporation shall, as soon
as possible after the expiration
of each financial year but within
3 months after the termination of
that financial year, submit to
the Commissioner 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 Commissioner to the
Corporation under paragraph 24 of
this Instrument within that year,
(d) such other information as the
Commissioner may by writing
request.
(2) A copy of the annual report of
the Corporation shall also be sent
by the Corporation to the
Commissioner responsible for
Finance and the Head of the
Central Bureau of Statistics.
(3) The Commissioner shall, as
soon as possible after receiving
the annual report of the
Corporation, cause the report to
be laid before the National
Redemption Council.
(4) The Corporation shall also
submit to the Commissioner such
other reports on its operations as
the Commissioner may by writing
reasonably request from time to
time.
Section 24—Commissioner’s Power of
Direction.
Subject to the provisions of
paragraph 4 of this Instrument
(which requires the Corporation to
operate on sound commercial
lines), the Commissioner 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 25—Bye-laws or Other
Instruments.
(1) The Board may make bye-laws
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.
(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 Decree, 1972 (N.R.C.D.
127) make bye-laws or other
instruments for providing the
conditions of service of the staff
of the Corporation.
Section 26—Interpretation.
In this Instrument, unless the
context otherwise requires:
“Commissioner” means the
Commissioner responsible for
Mineral Resources.
Section 27—Commencement.
This Instrument shall come into
force on the 25th day of
September, 1973.
COLONEL I. K. ACHEAMPONG
Chairman of the National
Redemption Council.
Date of Gazette Notification: 28th
September, 1973.
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