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TEMA FOOD COMPLEX CORPORATION
DECREE, 1973 (NRCD 176)
ARRANGEMENT OF SECTIONS
Section
PART I—ESTABLISHMENT OF
CORPORATION
1. Establishment of Corporation.
2. Compulsory Acquisition of
Property for Corporation where
there is Hindrance.
PART II—OBJECTS OF THE CORPORATION
3. Objects.
4. Corporation to Conduct its
Affairs on Sound Commercial Lines.
PART III—THE BOARD
5. The Board.
6. Qualifications and Tenure of
Office of Members of the Board.
7. Remuneration of Board Members.
8. Meetings of the Board.
PART IV—MANAGEMENT AND STAFF OF
CORPORATION
9. Board to be in Control of
General Policy of Corporation.
10. Execution of Contracts, etc.
11. Staff of the Corporation.
12. Secretary of Corporation.
13. Internal Auditor.
14. Board Members not to Sponsor
Appointments.
PART V—FINANCIAL PROVISIONS
15. Capital and Funds of
Corporation.
16. Depreciation Fund.
17. Corporation to Pay Sums into
Consolidated Fund.
18. Borrowing Powers.
19. Corporation to keep Proper
Books of Account.
20. Financial Year of Corporation.
21. Audit.
PART VI—MISCELLANEOUS
22. Annual Report, etc.
23. Commissioner's Power of
Direction.
24. Bye-Laws.
25. Interpretation.
26. Transfer of Assets and
Liabilities of Special Projects
Division.
27. Commencement.
SCHEDULE
Schedule
IN pursuance of the National
Redemption Council (Establishment)
Proclamation, 1972, this Decree is
hereby made:
PART I—ESTABLISHMENT OF
CORPORATION
Section 1—Establishment of
Corporation.
(1) There is hereby established a
body corporate to be known as the
Tema Food Complex Corporation in
this Decree 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 may for and in
connection with the carrying out
of its objects, purchase, hold,
manage or dispose of any movable
or immovable property and may
enter into such contracts and
transactions as may be expedient.
Section 2—Compulsory Acquisition
of Property for Corporation where
there is Hindrance.
Where there is any hindrance to
the acquisition by the Corporation
of any property the property may
be acquired for the Corporation
under the State Property and
Contracts Act, 1960 (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
modifications as may be necessary
to provide for the vesting of the
property acquired thereunder in
the Corporation and for the cost
of such acquisition to be defrayed
by the Corporation.
PART II—OBJECTS OF THE CORPORATION
Section 3—Objects.
(1) The objects of the Corporation
are—
(a) to carry on business as
manufacturers or producers of
wheat flour, corn flour and the
business of wheat and corn
millers, manufacturers of biscuit
and farinaceous compounds and
allied materials of all
descriptions, flour merchants,
millers, bakers and corn
merchants;
(b) to carry on business as
manufacturers of animal food of
all kinds including, but without
prejudice to the foregoing, cattle
and poultry food and feeding and
fattening preparations of every
description;
(c) to do dairy farming and
cultivation of crops, i.e. grains
and legumes;
(d) to carry on business as
manufacturers, wholesalers,
retailers, refiners and dealers in
starch, and other additives for
animal food;
(e) to crush seeds and produce
sesame and groundnut oils and
groundnut cake, and to refine oil
and make artificial manures and
fertilizers of every description;
(f) to establish cold stores and
produce ice blocks, can fish, and
carry on the production and
marketing of margarine, dressing,
mayonnaise, drippings, fishmeal,
other fish preparations, and
protein concentrates;
(g) to manufacture cans of all
kinds and sizes;
(h) to act as general merchants,
distributors, carriers and
transporters of all goods by land,
importers, exporters and
warehousemen;
(i)
to carry on such other activities
as appear to the Corporation to be
conducive or incidental to the
carrying on of the foregoing
objects.
(2) For the purpose of carrying
out any of its objects, the
Corporation may enter into any
arrangement with any other person
for jointly carrying out such
object with such person.
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 Decree 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 operating 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
borrowing,
(b) to provide for repayments to
be made each year in respect of
loans incurred by the Corporation
to the extent that such repayments
exceed the year's provision for
depreciation charged to revenue
account,
(c) to provide a reasonable
proportion of the funds needed for
expanding the Corporation's
activities and improving its
working,
(d) to provide reserves for
replacement, expansion or other
purposes if and to the extent to
which the Board deems it necessary
to establish such reserves, and
(e) to make such payments to the
Consolidated Fund from time to
time as may be determined under
section 17 of this Decree.
(3) In this section, the words
"net operating income" mean the
amount of income remaining after
subtracting from total operating
revenues all charges which in the
normal conduct of business are
proper to be charged to revenue
account, including provision for
adequate maintenance and straight
line depreciation of assets, but
before deducting interest and
other charges on borrowings.
PART III—THE BOARD
Section 5—The Board.
(1) The governing body of the
Corporation shall be a Board.
(2) The Board shall consist of a
Chairman and not less than three
nor more than six other members
appointed by the National
Redemption Council and shall
include the Managing Director
referred to in section 9 of this
Decree.
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
subsection (2) of this section,
any such person may be removed
from office by the National
Redemption Council.
(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 subsection
(1) of this section a person shall
be appointed in accordance with
section 5 of this Decree to hold
that office for the unexpired
portion of the previous holder's
term of office.
(5) Subject to the provisions of
this Decree, 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 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 subsection (2) of section 5
of this Decree as well as any
person co-opted to the Board under
section 8 of this Decree may be
paid such remuneration (if any) as
may be determined by the National
Redemption Council.
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
two 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
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.
(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
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 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 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 subsection
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 Decree,
have general control of the
management of the Corporation on
matters of policy.
(2) The Corporation shall have a
Managing Director, and also a
Plant Manager for each division of
the Corporation.
(3) Subject to the provisions of
Part III of this Decree the
Managing Director shall be
appointed by the National
Redemption Council 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 Decree
the Board may, subject to
subsection (5) of section 6 of
this Decree, authorise any
employee of the Corporation to
perform those functions for the
duration of the incapacity.
(6) Subject to the provisions of
this Decree, 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 also to any bye-laws made
under section 24 of this Decree,
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 or
to any other person 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 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 specific matters as its
attorney, to execute deeds on its
behalf in any place outside 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
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 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
known.
(5) The provisions of this section
shall have effect subject to the
provisions of section 9 of this
Decree and of section 12 of the
Contracts Act, 1960 (Act 25).
Section 11—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) The Board, with the prior
approval of the Commissioner,
shall be responsible for the
appointment, discipline and
removal of any person in respect
of a post in the Corporation of
General Manager or any other post
of a similar category in the
Corporation.
(4) Subject to the provisions of
this section the Board shall be
responsible for the appointment,
discipline and removal of any
person in respect of any post in
the Corporation other than a post
to which subsection (3) of this
section applies.
(5) The Board may delegate to the
Managing Director or to any other
officer of the Corporation, the
power to appoint, discipline and
remove any person in respect of
any post in the Corporation the
initial salary attached to which
is less than ¢2,000.00 per annum:
Provided that the Board shall not
delegate to any officer of the
Corporation other than the
Managing Director the power to
appoint, discipline or remove any
person in respect of any post the
initial salary attached to which
exceeds ¢1,200.00 per annum.
(6) 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 Decree, the Internal Auditor
shall be responsible to the
Managing Director for the
performance of his functions.
(3) As part of his functions under
this Decree 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 Commissioner and also to
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 Decree,
and any member who infringes the
provisions of this section 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—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 used only to replace fixed
assets and equipment which are
worn out or have become obsolete:
Provided that where funds in the
Depreciation Reserve Account
exceed the immediate requirements
for such replacement, they may be
used for other purposes with the
consent of the Commissioner and
subject to any conditions which
the Commissioner may determine, so
long as the primary obligations to
use the Depreciation Reserve
Account for the replacement of
fixed assets and equipment as
aforesaid is not thereby
prejudiced.
(4) Expenditure in respect of
current repairs and in respect of
purchases of spare parts shall not
be met out of the Depreciation
Reserve Account but shall be
charged to the income and
expenditure account of the
Corporation for the financial year
during which the expenditure is
incurred.
Section 17—Corporation to Pay Sums
into Consolidated Fund.
Subject to section 4 of this
Decree, 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, 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 18—Borrowing Powers.
(1) The Corporation may obtain
loans and other credit facilities
on the guarantee of the Government
from the National Investment Bank
or from such other Bank as the
Commissioner and the Commissioner
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 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 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.
(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 section.
(6) The Commissioner responsible
for Finance may from time to time
prescribe the maximum sums which
the Corporation may borrow under
subsection (1) or (2) of this
section.
Section 19—Corporation to Keep
Proper Books of Account.
The Corporation shall keep proper
books of account and proper
records in relation thereto and
the account books and records of
the Corporation shall be in such
form as the Auditor-General may
approve.
Section 20—Financial Year of
Corporation.
(1) The Corporation's financial
year shall end on the 31st day of
December in each year, unless
otherwise varied by the Board with
the prior approval of the
Commissioner.
(2) For the purposes of this
section the period extending from
the commencement of this Decree to
the 31st day of December, 1973
shall be deemed to be a financial
year.
Section 21—Audit.
(1) The books and accounts of the
Corporation shall each year be
audited by the Auditor-General in
accordance with the Audit Service
Decree, 1972 (NRCD 49).
(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 section
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
section.
PART VI—MISCELLANEOUS
Section 22—Annual Report, Etc.
(1) The Corporation shall, as soon
as possible after the expiration
of each financial year but within
six months after the termination
of that financial year, submit to
the 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 section
13 of this Decree;
(c) a statement of all directions
given by the Commissioner to the
Corporation under section 23 of
this Decree within that year;
(d) a statement of financial and
operating plans for the following
year;
(e) 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, submit the report to
the National Redemption Council.
(4) The Corporation shall also
submit to the Commissioner such
other reports on its financial
affairs as the Commissioner may by
writing reasonably request from
time to time.
Section 23—Commissioner's Power of
Direction.
Subject to the provisions of
section 4 of this Decree (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 24—Bye-Laws.
(1) The Board may make bye-laws
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.
(2) Without prejudice to the
general effect of subsection (1)
of this section, the Board may,
subject to the provisions of the
Social Security Act, 1965 (Act
279) and of any other enactment,
make bye-laws or other instruments
under that subsection for
providing the conditions of
service of the staff of the
Corporation.
Section 25—Interpretation.
In this Decree, "Commissioner"
means the Commissioner responsible
for Industries.
Section 26—Transfer of Assets and
Liabilities of Special Projects
Division.
All assets, rights, obligations
and liabilities in respect of the
projects specified in the Schedule
to this Decree which were held and
managed immediately before the
commencement of this Decree by the
Special Projects Division are
hereby vested in the Corporation
established by this Decree:
Provided that nothing contained in
this section shall be deemed to
transfer any obligation or
liability which was assumed or
entered into by any person before
the 30th day of January, 1970.
Section 27—Commencement.
This Decree shall be deemed to
have come into force on the 1st
day of June, 1972.
SCHEDULE
(Section 26)
The Industrial Complex consisting
of—
(a) a flour mill and flour mill
extension scheme;
(b) an animal feed mill plant;
(c) pneumatic ship unloading plant
with a conveyor system from
harbour to silos;
(d) a margarine plant;
(e) a tin can factory;
(f) a fish meal factory;
(g) an oil mill;
(h) fish cannery with cold stores
and fish smoking plant.
Made this 16th day of May, 1973.
COLONEL I. K. ACHEAMPONG
Chairman of the National
Redemption Council
Date of Gazette Notification: 18th
May, 1973.
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