ACTS OF GHANA

REGIONAL DEVELOPMENT CORPORATIONS DECREE, 1973 (NRCD 140)

As amended

ARRANGEMENT OF SECTIONS

Section

1. Establishment of Regional Development Corporation.

2. Objects.

3. Regional Development Corporations to Conduct their Affairs on Sound Commercial Lines.

4. Power to enter into Partnership with others.

PART II—THE BOARD

5. The Board.

6. Qualifications and Duration of Office of Members of the Board, etc.

7. Remuneration for Members of the Board.

8. Meetings of the Board.

PART III—MANAGEMENT AND STAFF OF REGIONAL DEVELOPMENT CORPORATION

9. Boards to be in Control of General Policy of Regional Development Corporation.

10. Execution of Contracts, Etc.

11. Staff  of  Regional  Development Corporations.

12. Secretaries  of  Regional  Development  Corporations.

13. Internal Auditors.

14. Rules and Regulations.

PART IV—FINANCIAL PROVISIONS

15. Capital and Funds of the Corporation.

16. Borrowing Powers.

17. Regional Development Corporations to keep Proper Books of Account.

18. Financial Year of Regional Development Corporations.

19. Audit.

20. Annual Report and Investment Programme.

21. Publication of Audit Report.

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

Section 1—Establishment of Regional Development Corporation.

(1) There shall be established in each Region of Ghana a body corporate to be known as the Regional Development Corporation.

(2) A Regional Development Corporation shall have perpetual succession and a common seal and may sue and be sued.

(3) A Regional Development Corporation shall have power, for the discharge of its functions under this Decree, to acquire and hold any movable or immovable property, to dispose of such property and to enter into any contract or other transaction.

(4) Where there is any hindrance to the acquisition by a Regional Development Corporation of any property the property may be acquired for such Corporation under the State Property and Contracts Act, 1960 (CA 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 modification as may be necessary to provide for the vesting of the property acquired thereunder in such Corporation and for the cost of such acquisition to be defrayed by such Corporation.

Section 2—Objects.

(1) A Regional Development Corporation shall have the power to carry on any business of an industrial, commercial and agricultural nature.

(2) Subject to the provisions of this Decree a Regional Development Corporation may do all such things as are incidental or conducive to the attainment of its objects.

Section 3—Regional Development Corporations to Conduct their Affairs on Sound Commercial Lines.

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

Section 4—Power to enter into Partnership with others.

A Regional Development Corporation may for the attainment of its objects enter into any arrangement with any company, partnership, co-operative, statutory corporation or any other person for the joint undertaking of any business or project falling within the scope of its objects and functions.

PART II—THE BOARD

Section 5—The Board.

(1) A Regional Development Corporation shall be governed by a Board.

(2) The Board of a Regional Development Corporation shall be made up of the following persons:—

(a) a Chairman who shall be the Regional Commissioner of the Region;

(b) the person appointed Managing Director under section 9 of this Decree;

(c) the Secretary of the Regional Planning Committee;

(d) the Regional Administrative Officer of the Region;

(e) a Chief from the Region nominated by the Regional House of Chiefs;

(f) five other members from the Region appointed on the advice of the Regional Commissioner.[As substituted by Regional Development Corporation (Amendment) Decree, 1974 (NRCD 249)]

(3) All the members of the Board of a Regional Development Corporation shall be appointed by the National Redemption Council.

Section 6—Qualifications and Duration of Office of Members of the Board, etc.

(1) The members of the Board of a Regional Development Corporation other than persons appointed under subsection 2 (a), (b), (c) and (d) shall be appointed from among persons who are qualified in or have had experience of and shown capacity in, matters relating to all or any of the following subjects—agriculture, industry, commerce, trade, finance, science, technology, accountancy, law, administration and any other field of professional studies so however that at all times there shall be on the Board at least one member who has had recognised and substantial experience in matters of business administration with particular emphasis on finance, one member who has had a similar experience in commercial matters, one member who has had experience in industry and one member who has had experience in any field of professional studies and is qualified to practise in Ghana.

(2) 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 in each case not been granted a free pardon.

(3) 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.

(4) The members of the Board other than the Chairman and the Managing Director shall hold office for two years.

(5) Any member of the Board other than the Chairman and the Managing Director may resign his office by notice in writing addressed to the National Redemption Council and without prejudice to subsection (4) of this section, any member of the Board may be removed from office by the National Redemption Council.

(6) Where the office of a member of the Board other than the Managing Director becomes vacant under subsection (2), (3) or (5) of this section before the expiration of his term of office under subsection (4) of this section or by his death, the National Redemption Council shall appoint another person in his place and to hold office for the unexpired portion of his term of office.

(7) Subject to the provisions of this Decree where it appears to the National Redemption Council that any member of the Board is unable by reason of absence from Ghana or illness or any other sufficient cause from performing the duties of his office the Council shall appoint another person to hold office in his place until such time as the National Redemption Council is satisfied that that member is able again to perform those functions.

(8) Every member of the Board of a Regional Development Corporation shall on ceasing to hold office be eligible for reappointment.

Section 7—Remuneration for Members of the Board.

Any member of the Board except a member appointed under section 5 (2) (a), (b) or (c)  of this Decree as well as any person co-opted to the Board under section 8 (6) of this Decree may be paid such remuneration (if any) as the Board may, with the approval of the Commissioner 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 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 Regional Development Corporation.

(3) At every meeting of the Board of a Regional Development Corporation the Chairman shall preside and in his absence any member of the Board appointed by the members present from among themselves shall preside.

(4) Questions proposed at any meeting of the Board of a Regional Development Corporation shall be determined by a simple majority of members present and voting and in the event of an equality of votes the person presiding shall have a second or casting vote.

(5) The quorum at any meeting of the Board of a Regional Development Corporation shall be five.

(6) The Board of a Regional Development Corporation 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 such 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 a Regional Development Corporation proposes to enter into any contract or who has any interest in any contract which a Regional Development 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 subsection shall be liable to be removed from the Board.

(9) The Board of a Regional Development Corporation shall cause to be recorded and kept minutes of all proceedings of its meetings.

PART III—MANAGEMENT AND STAFF OF REGIONAL DEVELOPMENT CORPORATION

Section 9—Boards to be in Control of General Policy of Regional Development Corporation.

(1) The Board of a Regional Development Corporation shall, subject to the provisions of this Decree, have general control of the management of such Regional Development Corporation on matters of policy.

(2) A Regional Development Corporation shall have a Managing Director.

(3) Subject to Part II of this Decree the Managing Director of a Regional Development Corporation shall be appointed by the National Redemption Council and shall hold office upon such terms and conditions as may be specified in his instrument of appointment.

(4) The person to be appointed Managing Director shall be a person who has the same qualifications as are prescribed by section 6 (1) of this Decree with respect to members of the Board  and shall in addition, be a person who appears to the Board to possess a good general education as well as an outstanding knowledge of the principles, practices and procedure of public and business administration, and office management.

(5) [Repealed by Regional Development Corporation (Amendment) Decree, 1975 (NRCD 331)]

The Regional Development Corporations Decree, 1973 (NRCD 140) is hereby amended by the repeal of subsection (5) of section 9 of that Decree.

(6) Where a Managing Director of a Regional Development Corporation is incapacitated from the performance of his functions under this Decree, the Board of such Regional Development Corporation may authorise any senior employee of that Corporation to perform those functions for the duration of the incapacity.

(7) Subject to the provisions of this Decree the Managing Director of a Regional Development Corporation shall be the Chief Executive of that Regional Development Corporation and shall, subject to the general control of the Board of such Corporation on matters of policy, be charged with the direction of the day-to-day business of such Corporation and of its administration and control of all the employees of such Corporation.

(8) The Managing Director of a Regional Development Corporation may, subject to the provisions of this Decree delegate to any senior employee of such Corporation any of his functions under this Decree and may impose such conditions with respect to the exercise of such delegated functions as he may think fit:

Provided that nothing in this subsection 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 a Regional Development Corporation shall be authenticated by two signatures, namely—

(a) the signature of the Managing Director or of another member of the Board of such Corporation authorised by the Board to authenticate the application of the Seal, and

(b) the signature of the Secretary or other officer of such Corporation authorised by the Board to act in the place of the Secretary for that purpose.

(2) A Regional Development Corporation may by instrument in writing under its common seal empower any person either generally or in respect of any specified matter 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 such Regional Development Corporation and under his seal, shall be binding on such Regional Development Corporation and shall have the same effect as if it were under the common seal of such 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 a Regional Development Corporation by the Managing Director or any member of the Board of such Regional Development Corporation if that member has previously been authorised by resolution of the Board to execute or enter into that particular instrument or contract:

Provided that if a Regional Development 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 Regional Development 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 made by or on behalf of a Regional Development Corporation and to be—

(a) sealed with the common seal of the Regional Development 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 of that Regional Development Corporation or a person authorised in accordance with subsection (3) of this section to act for that purpose,

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

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

Section 11—Staff  of  Regional  Development Corporations.

(1) Each Regional Development 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) Every employee of a Regional Development Corporation other than the Managing Director shall be appointed by the Board of such Corporation.

(3) A Regional Development Corporation may engage the services of such consultants and advisers as the Board of a Regional Development Corporation may upon the recommendation of the Managing Director determine.

(4) The employees, consultants and advisers of a Regional Development Corporation shall be engaged on such terms and conditions as the Board of a Regional Development Corporation may on the recommendations of the Managing Director determine.

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

Section 12—Secretaries  of  Regional  Development  Corporations.

(1) A Regional Development Corporation shall have an officer to be designated as the Secretary of the Corporation.

(2) Every Secretary shall act as Secretary to the Board of the Regional Development Corporation and shall, subject to the directions of the Board, arrange the business for and be responsible for the recording and keeping of minutes of proceedings of the Board.

(3) Every 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 staff of the Regional Development Corporation as the Board of such Corporation may on the recommendations of the Managing Director direct.

Section 13—Internal Auditors.

(1) A Regional Development Corporation shall have an Internal Auditor who shall, subject to the provisions of this Decree, be responsible to the Managing Director for the performance of his functions.

(2) The Internal Auditor of a Regional Development Corporation 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 of such Corporation.

(3) Without prejudice to the general effect of subsection (2) of this section, the Internal Auditor shall make in each report such observation as appear to him necessary as to the conduct of the financial affairs of such Regional Development Corporation during the period to which the report relates.

(4) Every Internal Auditor shall send a copy of each report prepared by him under this section to the following persons:—

the Commissioner responsible for Finance and Economic Planning, the Auditor-General, and the Chairman of the Board.

Section 14—Rules and Regulations.

The Board of a Regional Development Corporation may make rules and regulations for the purpose of carrying into effect the provisions and principles of this Decree and for regulating any matter falling within the scope of the functions of the Corporation.

PART IV—FINANCIAL PROVISIONS

Section 15—Capital and Funds of the Corporation.

The funds of a Regional Development Corporation shall include—

(a) loans granted to a Regional Development Corporation as initial capital by the Government;

(b) moneys borrowed by such Corporation from banking and other financial institutions in Ghana;

(c) moneys derived from the proceeds of shares floated in respect of any business promoted in pursuance of this Decree.

Section 16—Borrowing Powers.

(1) A Regional Development Corporation may obtain loans and other credit facilities on the guarantee of the Government from the National Investment Bank, the Agricultural Credit Bank, and such other Banks as the Commissioner responsible for Finance may approve.

(2) Apart from the powers of a Regional Development Corporation under subsection (1) of this section, a Regional Development Corporation may, with the prior approval of the Commissioner responsible for Finance borrow money from any other source.

(3) For the purpose of any technical arrangements in connection with the raising of any loan under subsection (2) of this section a Regional Development Corporation shall, if the National Investment Bank agrees, use the services of that Bank.

(4) A Regional Development 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 from time to time prescribe the maximum sums which such Corporation may borrow under subsection (1) or (2) of this section.

Section 17—Regional Development Corporations to keep Proper Books of Account.

A Regional Development 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 18—Financial Year of Regional Development Corporations.

The financial year of a Regional Development Corporation shall end on the 30th day of June in each year:

Provided that for the purposes of this section the period commencing with the commencement of this Decree and ending on the 30th day of June, 1973 shall be deemed to be a financial year.

Section 19—Audit.

(1) The books and accounts of a Regional Development Corporation shall each year be audited in accordance with the Audit Service Decree, 1972 (NRCD 49) by the Auditor-General.

(2) A Regional Development Corporation shall pay in respect of such audit such fee (if any) as the Auditor-General and the Board of that Corporation may agree or in the case of failure to agree, such fee as the Commissioner responsible for Finance may prescribe.

(3) It shall be the duty of the Board of a Regional Development Corporation as soon as possible upon receiving the report of the Auditor-General under this section to forward a copy of such report to the Commissioner responsible for Finance.

(4) The Commissioner responsible for Finance 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 section.

Section 20—Annual Report and Investment Programme.

(1) The Board of a Regional Development Corporation shall, not later than the 31st day of July immediately following the end of a financial year, forward to the Commissioner responsible for Finance a report of its activities during that financial year together with the audited statement of accounts in respect of that year.

(2) The Board of a Regional Development Corporation shall, not later than the 31st day of May each year submit to the Commissioner responsible for Finance a comprehensive programme of its investment policy for the forthcoming financial year.

(3) The Commissioner responsible for Finance shall cause copies of the report, the audited statement and the investment policy as soon as practicable upon receipt thereof, to be laid before the National Redemption Council.

Section 21—Publication of Audit Report.

(1) The audited report of a Regional Development Corporation shall be published every year in the Gazette.

(2) The report shall be open to inspection by any member of the public at the Head Office of a Regional Development Corporation.

Made this 29th day of December, 1972.

COLONEL I. K. ACHEAMPONG

Chairman of the National Redemption Council

Date of Gazette Notification: 5th January, 1972.

amended by

REGIONAL DEVELOPMENT CORPORATIONS (AMENDMENT) DECREE, 1974( NRCD 249)1

REGIONAL DEVELOPMENT CORPORATIONS (AMENDMENT) DECREE, 1975 (NRCD 331)2