The evolution of the Company Secretary to Chief Governance Officer (CGO) reflects global and Ghanaian trends toward integrated governance, as outlined in the Bank of Ghana’s (BoG) Corporate Governance Directive 2018 (under Act 930), which emphasizes the CGO’s role in ensuring board effectiveness, compliance, and strategic oversight. In stressed balance sheet scenarios—characterized by negative Capital Adequacy Ratios (CAR), high non-performing loans (NPLs), or liquidity strains, as seen in Ghana’s 2017-2019 cleanup (e.g., UT Bank) and 2022-2024 DDEP impacts—the expansion of the CGO’s role to include capital planning is justifiable but must be critically discussed for feasibility, regulatory alignment, and risks. Drawing from my experience at GCB Bank during recapitalization efforts, this integration enhances resilience but requires clear boundaries to avoid role overlap with the CFO or Risk Officer.

Arguments in Favor of Expansion:

• Enhanced Governance Integration: The CGO, traditionally handling statutory compliance per the Companies Act, 2019 (Act 992) as amended, is well-positioned to link capital planning with ethical and regulatory standards. In stressed situations, like post-DDEP where banks faced GHS 16 billion in haircuts, the CGO can ensure capital plans (e.g., equity injections) comply with BoG’s Capital Requirements Directive and Notice No. BG/GOV/SEC/2023/05, preventing governance failures that exacerbated collapses like Capital Bank.
• Strategic Oversight and Risk Appetite Alignment: BoG Directive mandates boards to set risk appetites, including CAR thresholds (minimum 10% plus buffers). Expanding the CGO’s role allows coordination of capital stress testing (per Basel II/III adaptations) with board sub-committees, using tools like ICAAP (Internal Capital Adequacy Assessment Process). Practical example: At Stanbic Bank Ghana, governance officers contributed to capital planning during liquidity crises, improving reporting to BoG and reducing distress signals.
• Holistic Stakeholder Management: In distress, capital planning involves regulators, shareholders, and creditors. The CGO’s fiduciary role (per Ethical Perspectives in governance) ensures transparent disclosures under IFRS 9 and BoG’s Financial Reporting Guidelines, fostering trust. Global parallels, like South Africa’s King IV Code, support this expansion for triple bottom line accountability.
• Preventive and Remedial Expertise: With access to board minutes and policies, the CGO can identify early warning signs (e.g., rising OCI negatives) and integrate into capital models. Post-cleanup, surviving banks like Ecobank Ghana expanded similar roles, aiding recovery through rights issues and tier-2 capital raises.

Arguments Against or Critical Limitations:

• Potential Role Overlap and Dilution: Capital planning is technically driven by finance/risk functions (e.g., CFO modeling via PuLP or Excel for optimization). Over-expansion could blur lines, violating BoG’s segregation of duties (Directive Section 3.4), leading to inefficiencies or conflicts, as in historical cases like Barings Bank’s governance silos.
• Expertise Gaps: While CGOs are governance experts, they may lack quantitative skills for capital forecasting. In Ghana, where BoG requires certified professionals (e.g., ICA Ghana for finance), mandating expansion without training could risk non-compliance, especially in complex scenarios like DDEP restructurings involving hybrid instruments.
• Resource and Cost Implications: Stressed banks face capital constraints; expanding roles adds overheads. Critically, smaller banks post-cleanup struggled with this, per GAB reports, suggesting reliance on external advisors instead.
• Regulatory Constraints: BoG Directive defines the Company Secretary/CGO’s core as advisory and secretarial, not executive (Section 6). Expansion needs board approval and BoG notification to avoid ultra vires actions, with sanctions for breaches.

In discussion, the expansion is prudent in stressed contexts for integrated resilience, aligning with Basel recommendations and Ghana’s post-DDEP recovery (e.g., banks raising GHS 5 billion in fresh capital). However, it should be conditional: Define via board charter amendments, with CGO focusing on governance oversight of plans rather than execution. Practical implementation includes CGO-led workshops on capital scenarios, monitored via KPIs like CAR restoration timelines. This balanced approach, grounded in real cases, ensures ethical, compliant banking, promoting economic growth as per governance objectives.