ACTS OF GHANA

PRECIOUS MINERALS MARKETING CORPORATION LAW, 1989  (PNDCL 219)

 ARRANGEMENT OF SECTIONS

Section

1. Establishment of Corporation.

2. Objects and Functions of the Corporation

3. Corporation to Conduct its Affairs on Sound Commercial Lines.

4. The Board of the Corporation.

5. Functions of the Board.

6. Qualification of Members of the Board.

7. Members of the Board.

8. Committees.

9. Use of the Seal of the Corporation.

10. The Managing Director.

11. The General Manager.

12. Staff of the Corporation

13. Board Members not to Sponsor Appointments.

14. Staff Welfare Fund.

15. Secretary of the Corporation.

16. Internal Audit.

17. Funds of Corporation.

18. Budget Estimates.

19. Depreciation Fund.

20. Payment into Consolidated Fund.

21. Borrowing Powers.

22. Financial Control.

23. Corporation to Keep Proper Books of Account.

24. Financial Year of Corporation.

25. Audit.

26. Annual Report.

27. Regulations.

28. Interpretations.

29. Revocation and Saving.

30. Transfer of Assets and Liabilities.

31. Reference to Diamond Marketing Corporation to be Construed as Reference to Precious Minerals Marketing Corporation.

In pursuance of the Provisional National Defence Council (Establishment) Proclamation, 1981, this Law is hereby made:

PART I—ESTABLISHMENT OF PRECIOUS MINERALS MARKETING CORPORATION

Section 1—Establishment of Corporation.

(1) There is hereby established a body corporate to be known as Precious Minerals Marketing Corporation in this Law referred to as the "Corporation".

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

(3) The Corporation shall for the discharge of its objects and functions have power to acquire and hold any movable or immovable property or enter into any contract or transaction.

Section 2—Objects and Functions of the Corporation.

The objects and functions of the Corporation are:—

(a) to grade, assay, value and process precious minerals;

(b)  to buy and sell precious minerals;

(c) to perform any functions conferred upon it by the Diamond Decree, 1972 (NRCD 32);

(d) to appoint licensed buying agents for the purchase of precious minerals produced by small-scale miners;

(e)  to promote the development of precious minerals and jewellery industry in Ghana; and

(f) to do all such things as are incidental or conducive to the attainment of its objects and functions;

Section 3—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.

(2) The Secretary may give directions of a general nature to the Corporation and the Corporation shall give effect to them.

Section 4—The Board of the Corporation.

(1) The Council shall appoint a Board of Directors of the Corporation (hereafter referred to as the "Board") which shall be the governing body of the Corporation.

(2)  The Board shall consist of:—

(a)  a Chairman;

(b) the Managing Director appointed under section 10 of this Law; and

(c) seven other members.

(3) The members of the Board other than the Managing Director shall hold office for a term of three years and shall be eligible for re-appointment.

(4) Any member of the Board other than an ex-officio member may resign his office by writing addressed to the Council and the Council may remove any member from office.

(5) Members of the Board other than the ex-officio member shall be paid such allowances as may be determined by the Board with the approval of the Council.

Section 5—Functions of the Board.

The Board shall be responsible for the formulation of policies for the proper management of the Corporation and for ensuring that the policies, objects and functions of the Corporation are carried out.

Section 6—Qualification of Members of the Board.

(1) 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 not 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;

(b) having been declared 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.

(2) Where the office of a member of the Board becomes vacant the Secretary shall notify the 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 subsection 19 of this section a person shall be appointed in accordance with section 4 of this Law to hold that office for the unexpired portion of the previous holder's term of office.

(3) Subject to the provisions of this Law where any member of the Board is incapacitated by reason of his absence from Ghana, or illness or any other sufficient cause from performing the duties of his office, the Council 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.

Section 7—Members 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 three months.

(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 the Chairman shall preside and in his absence a member of the Board appointed by the members present shall preside.

(4) Issues before 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 to act as an adviser at any of its meetings, except that no person so co-opted shall be entitled to vote at any such meeting 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 who has an interest in any contract which the Corporation proposes to enter into shall disclose in writing to the Board the nature of his interest and 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 on any decision of the Board on such contract.

(9) Any member who infringes the provisions of subsection (8) of this section shall be liable to be removed from the Board.

Section 8—Committees.

The Board may appoint such Committees as it may consider necessary to perform such functions or advise the Board on such matters as the Board may determine.

Section 9—Use of the Seal of the Corporation.

(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 to the Corporation 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 or contracts on its behalf in any place not situated in Ghana; and every deed or contract 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 contract or execute an instrument and the contract or instrument 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 subsection.

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

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

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

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

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

(5) The provisions of this section shall have effect subject to the provisions of section 9 of this Law or section 12 of the Contracts Act, 1960 (Act 25).

Section 10—The Managing Director.

(1) The Corporation shall have a Managing Director who shall be the Chief Executive of the Corporation.

(2) The Managing Director shall be appointed by the Council and shall hold office upon such terms and conditions as the Council may determine.

(3) The Managing Director shall, subject to such directions as may be given by the Board on matters of policy, be responsible for the day-to-day administration and management of the Corporation.

Section 11—The General Manager.

(1) The Corporation shall have a General Manager who shall be appointed by the Board with the approval of the Secretary.

(2) The General Manager shall hold office upon such terms and conditions as the Board may with the approval of the Secretary determine.

(3) The General Manager shall assist the Managing Director in the performance of his functions under this Law and shall perform such duties as the Board or the Managing Director may assign to him.

(4) In the temporary absence of the Managing Director, the General Manager shall be responsible for the performance of the functions of the Managing Director.

Section 12—Staff of the Corporation

(1) Subject to the provisions of this Law, the Corporation may engage officers and other employees as may be necessary for the proper and efficient performance of the functions of the Corporation and on such terms and conditions as the Board may determine.

(2) The Corporation may engage the services of such consultants and advisers as the Board may upon the recommendations of the Managing Director determine.

(3) The Board may delegate to the Managing Director the power to appoint such category of junior employees of the Corporation as the Board may determine.

(4) Public officers may be transferred or seconded to the Corporation.

Section 13—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 Law and any member who infringes the provisions of this section shall be liable to be removed from the Board.

Section 14—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 Secretary, use the staff welfare fund for the provision of staff 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 15—Secretary of the Corporation.

(1) The Corporation shall have an officer to be designated as the Secretary of the Corporation and such appointment shall be made by the Board.

(2) The Secretary of the Corporation 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 of the Corporation shall also perform such functions as the Board may direct or as the Managing Director may delegate to him and shall be assisted in his functions by such of the staff of the Corporation as the Managing Director may direct.

Section 16—Internal Audit.

(1) The Corporation shall have an Internal Auditor.

(2) Subject to the provisions of this Law the Internal Auditor shall be responsible to the Managing Director for the performance of his functions.

(3) 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 subsection (3) of this section 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 section to the Secretary and also to each of the following:

(a) the Secretary responsible for Lands and Natural Resources;

(b) the Minerals Commission;

(c) the Chairman and each of the other members of the Board.

Section 17—Funds of Corporation.

The Council may provide the Corporation a working capital and moneys required for carrying out the functions of the Corporation.

Section 18—Budget Estimates.

(1) The Managing Director shall cause the budget estimates for each financial year to be prepared and shall present such estimates to the Board for its approval not less than one month before the end of the financial year.

(2) The estimates shall then be forwarded to the Secretary responsible for Finance through the Secretary responsible for minerals and Natural Resources.

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—Payment into Consolidated Fund.

At the end of each financial year, after the Corporation has made provision for: —

(a)  bad and doubtful debts;

(b)  depreciation of assets;

(c)  contribution to staff superannuation and staff welfare fund;

(d)  expansion and promotion activities; and

(e) such contingencies as the Board may determine, such part of the profits of the Corporation remaining, as the Secretary responsible for Finance may in writing direct shall be paid into the Consolidated Fund.

Section 21—Borrowing Powers.

(1) The Corporation may obtain loans and other credit facilities from the National Investments Bank or from such other Bank as the Secretary and the Secretary responsible for Finance may approve.

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

(3) For the purposes of any technical arrangement in connection with the raising of any loan under subsection (2) of this section, 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.

Section 22—Financial Control.

(1) The Corporation shall in each financial year prepare a production and financial plan for the next following financial year and shall not later than three months before the commencement of the new financial year for which it is prepared submit the plan for approval to the Secretary with copies to each of the following:

(a)  the Secretary responsible for Finance;

(b)  the Minerals Commission;

(c)  the Bank of Ghana; and

(d)  the Government Statistician.

(2) The production and financial plan shall in respect of the financial year for which it is prepared show—

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

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

(c) the income both in foreign currency and Ghana currency in respect of the financial year for which it is prepared;

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

(e) the production plan of the Corporation broken down into monthly and quarterly targets, each monthly target representing what the Corporation expects to accomplish in respect of each of the month of which the quarter consists, and

(f) any other particulars which the Secretary may from time to time request.

(3) The Secretary may after consultation with the Board approve, amend or recommend changes in the production and financial plan as he may think fit.

(4) The Managing Director shall prepare and submit to the Board as soon as possible after the end of each quarter, a comprehensive operational report of the business of the Corporation during the quarter and he shall unless the Secretary otherwise directs, in writing state in each report whether or not in respect of that quarter the monthly targets referred to in subsection (2)(e) of this section have been achieved, and where there has been any variation from the said targets the main reasons for such variations.

(5) The Managing Director shall send a copy of each report prepared by him under the preceding subsection to the Secretary with a copy to each of the following:

(a)  the Secretary responsible for Finance

(b)  the Minerals Commission;

(c)  the Bank of Ghana, and

(d)  the Government Statistician.

Section 23—Corporation to Keep Proper Books of Account.

The Corporation shall keep proper books of accounts 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 24—Financial Year of Corporation.

(1) The Corporation's financial year shall end on the 31st day of December in each year.

(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 Secretary may determine.

(3) It shall be the duty of the Board as soon as possible upon receiving the report of the Auditor-General under this section to forward a copy of such report to the Secretary.

(4) The Secretary shall as soon as practicable upon receipt thereof cause to be laid before the Council a copy of the Auditor-General's report forwarded to him under this section.

Section 25—Audit.

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

(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 fees as the Secretary may determine.

(3) It shall  be the duty of the Board as soon as possible upon receiving the report of the Auditor-General under this section to forward a copy of such report to the Secretary.

(4) The Secretary shall as soon as possible upon receipt thereof cause to be laid before the Council a copy of the Auditor-General's report forwarded to him under this section.

Section 26—Annual Report.

(1) The Corporation shall, as soon as possible after the expiration of each financial year but within six months after the termination of each financial year, submit to the Secretary 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 section 16 of this Law;

(c)  such other information as the Secretary may by writing request.

(2) A copy of the annual report of the Corporation shall also be sent by the Managing Director to the following:

(a) the Secretary responsible for Finance;

(b) the Minerals Commission;

(c) the Government Statistician;

(d) the Bank of Ghana;

(3) The Secretary shall as soon as possible after receiving the annual report of the Corporation, cause the report to be laid before the Council.

(4) The Corporation shall also submit to the Secretary such other reports, information and documents on its operations as the Secretary may in writing request from time to time.

Section 27—Regulations.

The Secretary may by legislative instrument make such regulations as may be necessary for carrying into effect the provisions of the law.

Section 28—Interpretations.

In this Law unless the context otherwise requires —

"Council" means the Provisional National Defence Council;

"precious minerals" means gold, diamond, silver, platinum and such other precious minerals as the Secretary may by Executive Instrument specify;

"Secretary" means the Provisional National Defence Council Secretary responsible for Lands and Natural Resources.

Section 29—Revocation and Saving.

(1)  The Diamond Marketing Corporation Instrument, 1974 (LI 916) is hereby revoked.

(2) Notwithstanding the revocation of the Diamond Marketing Corporation Instrument, 1974, (LI 916)—

(a)  any regulation, bye-laws or orders; and

(b) any appointment made thereunder and in force immediately before the commencement of this Law shall until altered, revoked, modified or terminated, continue in force as if made under the corresponding provision of this Law.

Section 30—Transfer of Assets and Liabilities.

All rights, assets, properties, obligations and liabilities of the Diamond Marketing Corporation in existence before the commencement of this Law are hereby transferred to the Corporation established under this Law.

Section 31—Reference to Diamond Marketing Corporation to be Construed as Reference to Precious Minerals Marketing Corporation.

On the coming into force of this Law any reference to the "Diamond Marketing Corporation" in any enactment shall be construed as a reference to the Precious Minerals Marketing Corporation.

Made this 19th day of April, 1989.

FLT.-LT. JERRY JOHN RAWLINGS

Chairman of the Provisional National Defence Council

Date of Gazette Notification: 16th June, 1989.