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IN exercise of the powers
conferred on the President by
sections 1 and 2 of the Statutory
Corporations Act, 1964 (Act 232)
this Instrument is made this 17th
day of December, 1970.
PART 1—ESTABLISHMENT OF TEMA
SHIPYARD AND DRYDOCK CORPORATION
Section I—Establishment of
Corporation.
The body known immediately before
the commencement of this
Instrument as the "Tema Shipyard
and Drydock Interim Board" is
hereby established as a body
corporate to be known as the “Tema
Shipyard and Drydock Corporation"
in this Instrument referred to as
the "Corporation".
PART II—OBJECTS OF THE CORPORATION
Section 2—Objects.
(1) The objects of the Corporation
shall be the maintenance and
management of the Tema Shipyard
and Drydock and for that purpose
the performance of all or any of
the functions relating to
shipbuilding and drydocking in
accordance with the provisions of
this Instrument.
(2) Without prejudice to the
general effect of sub-paragraph
(1) of this paragraph the
Corporation shall have power under
that sub-paragraph to carry on—
(a) ship building,
(b) the repair and refitting of
ships,
(c) the business of shipwrights,
and
(d) such other business or
activities whether in Ghana or
outside Ghana as may appear to the
Corporation to be incidental or
conducive to the attainment of all
or any of the objects specified in
sub-paragraph (1) of this
paragraph or which in the view of
the Corporation could conveniently
be carried on in combination with
the said objects.
(3) The Corporation may make
charges in connection with all or
any of its functions under the
foregoing provisions of this
paragraph.
(4) The Corporation shall as far
as possible insure itself and its
property against all risks
involved in the discharge of its
functions under this paragraph and
may also insure its employees (or
any of them) against such risks as
it may deem appropriate.
Section 3—Corporation to Conduct
its Affairs on Sound Commercial
Lines.
It shall be duty of the
Corporation to conduct its affairs
on sound commercial lines.
PART III—THE BOARD
Section 4—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 four
nor more than ten other members
appointed by the President acting
in accordance with the advice of
the Prime Minister and shall
include the Managing Director
referred to in paragraph 8 of this
Instrument.
Section 5—Qualifications and
Vacation of Office of Members of
Board.
(1) The members of the Board shall
be appointed from among persons
who have had experience of and
have demonstrated competence in
the following fields of endeavour
that is to say: shipping, law,
insurance, industry, commerce,
financial matters, business
management, engineering and the
organisation of workers.
(2) The members of the Board other
than the Managing Director shall
hold office for two years:
Provided that of the first such
members to be appointed, half (or
if their number is not divisible
by two, half of the next higher
number) shall hold office for one
year and such period shall be
stated in their instruments of
appointment.
(3) 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;
(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.
(4) Any member of the Board may
resign his office by notice in
writing addressed to the Minister
and without prejudice to the
general effect of sub-paragraph
(3) of this paragraph, any such
member may be removed from office
by the President acting in
accordance with the advice of the
Prime Minister.
(5) Where the office of a member
of the Board becomes vacant the
Minister shall notify the Prime
Minister 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 (2) of this
paragraph a person shall be
appointed in accordance with
paragraph 4 of this Instrument to
hold that office for the unexpired
portion of the previous holder's
term of office.
(6) Subject to the provisions of
this Instrument, where any member
of the Board is incapacitated by
absence from Ghana, or illness or
any other sufficient cause from
performing the duties of his
office, the President acting on
the advice of the Prime Minister
may appoint another person to hold
office in his place until the
incapacity of that person has
terminated or until the expiry of
the term of office of such member,
whichever first occurs.
(7) Every member of the Board
shall, on ceasing to be a member
be eligible for re-appointment.
Section 6— Remuneration of Board
Members.
Any member appointed to the Board
under sub-paragraph (2) of
paragraph 4 of this Instrument as
well as any person co-opted to the
Board under paragraph 7 of this
Instrument may be paid such
remuneration (if any) as the Board
may, with the approval of the
Minister determine in relation to
him.
Section 7—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, or half
the number of members of the Board
whichever is the greater so
however that if the number of
members of the Board is not
divisible by two the reference to
half the number of the members of
the Board shall be deemed to be a
reference to half the next higher
number.
(6) The Board may, at any time
co-opt any person or persons to
act as an adviser or advisers at
any of its meetings so, however,
that no person so co-opted shall
be entitled to vote at any such
meetings on any matter for
decision by the Board.
(7) The validity of any
proceedings of the Board shall not
be affected by any vacancy among
its members or by any defect in
the appointment of any of them.
(8) Any member of the Board who
has any interest in any company or
undertaking with which the
Corporation proposes to 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 8—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) Subject to the provisions of
Part III of this Instrument the
Managing Director shall be
appointed by the President acting
in accordance with the advice of
the Prime Minister, and subject to
the 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
Minister thereof and the Minister
shall in turn notify the Prime
Minister of the occurrence of the
vacancy.
(5) Where the Managing Director
is incapacitated from the
performance of his functions under
this Instrument the Board may,
subject to sub-paragraph (6) of
paragraph 5 of this Instrument
authorise any employee of the
Corporation to perform those
functions for the duration of the
incapacity.
(6) Subject to the provisions of
this Instrument, the Managing
Director shall be the Chief
Executive of the Corporation and
shall, subject to the general
control of the Board on matters of
policy, and subject in particular
to such rules as the Board may
make in that behalf under
paragraph 24 of this Instrument,
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 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 9—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 a
common seal empower any person
either generally or in respect to
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 an 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
resolution of the Board to execute
or enter into that particular
instrument or contract:
Provided that if the Corporation
thinks fit it may by writ under
its common seal appoint any person
outside Ghana as agents 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 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.
(5) The provisions of this
paragraph shall have effect
subject to the provisions of
paragraph 8 of this Instrument and
of section 12 of the Contracts
Act, 1960 (Act 25).
Section 10—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 recommendations
of the Managing Director
determine.
(3) Subject to the provisions of
the Constitution the employees of
the Corporation shall be appointed
by the President acting in
accordance with the advice of the
Public Services Commission.
(4) Subject to the provisions of
the Constitution the employees,
consultants and advisers of the
Corporation shall be engaged on
such terms and conditions as the
Board may on the recommendations
of the Managing Director
determine.
(5) Public officers may be
transferred or seconded to the
Corporation or may otherwise give
assistance thereto.
Section 11—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 12—Internal Auditor.
(1) The Corporation shall have an
Internal Auditor.
(2) Subject to the provisions of
this Instrument, the Internal
Auditor shall be responsible to
the Managing Director for the
performance of his functions.
(3) As part of his functions under
this Instrument the Internal
Auditor shall, at intervals of
three months, prepare a report on
the Internal Audit work carried
out by him during the period of
three months immediately preceding
the preparation of the report and
submit the report to the Managing
Director.
(4) Without prejudice to the
general effect of sub-paragraph
(3) of this paragraph, the
Internal Auditor shall make in
each report such observations as
appear to him necessary as to the
conduct of the financial affairs
of the Corporation during the
period to which the report
relates.
(5) The Internal Auditor shall
send a copy of each report
prepared by him under this
paragraph to the Minister and also
to each of the following:—
the Minister responsible for
Finance, and Economic Planning,
the Auditor-General, and
the Chairman and each of the other
members of the Board.
Section 13—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 14—Capital and Funds of
Corporation.
The Government may provide to the
Corporation as working capital and
also as moneys required for
carrying out the functions of the
Corporation such sums as the
Minister may after consultation
with the Cabinet agree, being sums
requested by the Board from the
Government.
Section 15—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 Minister, 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 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 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 17—Corporation to Pay Sums
into Consolidated Fund.
Subject to paragraph 3 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
15 of this Instrument, such part
of the profits of the Corporation
remaining as the Minister after
consultation with the Board and
with the Minister responsible for
Finance and Economic Planning 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
Minister and the Minister
responsible for Finance and
Economic Planning may approve.
(2) Apart from the powers of the
Corporation under sub-paragraph
(1) of this paragraph, the
Corporation may, with the prior
approval of the Minister and the
Minister responsible for Finance
and Economic Planning, borrow
money from any other source.
(3) For the purpose of any
technical arrangement in
connection with the raising of any
loan under sub-paragraph (2) of
this paragraph, the Corporation
shall, if the National Investment
Bank agrees, use the services of
that Bank.
(4) The Corporation may borrow
temporarily by way of overdraft or
otherwise, such sums as it may
require for meeting its current
obligations or discharging its
functions.
(5) The Minister responsible for
Finance and Economic Planning may
on behalf of the Government,
guarantee the performance of any
obligation or undertaking by the
Corporation under this paragraph.
(6) The Minister responsible for
Finance and Economic Planning may
from time to time prescribe the
maximum sums which the Corporation
may borrow under sub-paragraph (1)
or (2) of this paragraph.
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.
(2) For the purposes of this
paragraph the period extending
from the commencement of this
Instrument to the 31st day of
December, 1971 shall be deemed to
be a financial year.
Section 21—Audit.
(1) The books and accounts of the
Corporation shall each year be
audited in accordance with article
135 of the Constitution by the
Auditor-General.
(2) The Corporation shall pay in
respect of such audit such fee (if
any) as the Auditor-General and
the Board may agree or in the case
of failure to agree, such fee as
the Minister may prescribe.
(3) It shall be the duty of the
Board as soon as possible upon
receiving the report of the
Auditor-General under this
paragraph, to forward a copy of
such report to the Minister.
(4) The Minister shall as soon as
practicable upon receipt thereof,
cause to be laid before the
National Assembly a copy of the
Auditor-General's report forwarded
to him under this paragraph.
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 Minister 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 12 of this Instrument,
(c) a statement of all directions
given by the Minister to the
Corporation under paragraph 23 of
this Instrument within that year,
(d) such other information as the
Minister may by writing reasonably
request.
(2) A copy of the annual report of
the Corporation shall also be sent
by the Corporation to the
following:—
the Minister responsible for
Finance and Economic Planning,
the Head of the Central Bureau of
Statistics.
(3) The Minister shall, as soon as
possible after receiving the
annual report of the Corporation,
cause the report to be laid before
the National Assembly.
(4) The Corporation shall also
submit to the Minister such other
reports on its financial affairs
as the Minister may by writing
reasonably request from time to
time.
Section 23—Minister’s Power of
Direction.
Subject to the provisions of
paragraph 3 of this Instrument
(which requires the Corporation to
operate on sound commercial
lines), the Minister may give
general directions in writing to
the Corporation on matters of
policy and the Corporation shall
be bound to comply with such
directions.
Section 24—Bye-Laws or Other
Instruments.
(1) The Board may make bye-laws or
other instruments for the purpose
of carrying into effect the
provisions and principles of this
Instrument and for regulating any
matter falling within the scope of
the functions of the Corporation
or which is required or authorised
by this Instrument to be provided
for by any such instruments.
(2) Without prejudice to the
general effect of sub-paragraph
(1) of this paragraph, the Board
may, subject to the provisions of
the Constitution and of the Social
Security Act, 1965 (Act 279) make
bye-laws or other instruments
under that sub-paragraph for
providing the conditions of
service of the staff of the
Corporation including, if the
Board thinks fit, the operation of
a contributory provident fund.
Section 25—Exemption from Taxes.
Except as the Minister responsible
for Finance and Economic Planning
may from time to time otherwise
direct in writing, the income and
property of the Corporation shall
be exempt from all taxes and
duties.
Section 26—Interpretation.
In this Instrument, unless the
context otherwise requires:—
“Minister” means the Minister
responsible for Transport and
Communications.
Section 27—Transfer of Assets and
Liabilities of Existing Body.
All assets, rights, obligations
and liabilities of the body known
immediately before the
commencement of this instrument as
the “Tema Shipyard and Drydock
Interim Board” are hereby
transferred to the Corporation
established by this Instrument.
NII AMAA OLLENNU
Acting President
Date of Gazette Notification: 18th
December, 1970.
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