Critically examine the current view in corporate governance that the Company Secretary should be designated as the Chief Governance Officer (CGO) of the Bank.

(25 marks)

The current view in corporate governance, influenced by frameworks like the King IV Report and BoG’s Corporate Governance Directive 2018, posits designating the Company Secretary as Chief Governance Officer (CGO) to centralize governance oversight. In Ghanaian banks, this elevates the secretary’s role from administrative to strategic, ensuring compliance and ethical leadership, but requires critical scrutiny for feasibility.

  • Centralized Governance Expertise: As CGO, the secretary provides holistic advice on regulations (e.g., Act 930, Companies Act 2019), bridging board and management. In practice, at GCB Bank, this integration has streamlined compliance, reducing risks like those in the 2019 cleanups where fragmented governance failed.
  • Enhanced Compliance and Risk Management: The CGO role embeds compliance into daily operations, assessing non-compliance costs per BoG’s guidelines. This aligns with global best practices, like South Africa’s King Reports, where secretaries oversee AML/CFT under laws akin to Ghana’s Act 749, preventing fines as in Ecobank’s historical cases.
  • Promotion of Ethical Culture and Disclosure: Designating as CGO reinforces fiduciary responsibilities, enforcing codes on conflicts and insider trading. This fosters transparency, mandatory under IFRS and voluntary ESG disclosures, boosting stakeholder trust in post-DDEP recovery.
  • Efficiency in Board Support: The secretary’s statutory duties (e.g., meetings, returns under Act 179 as amended) naturally extend to CGO functions, avoiding duplication. In Stanbic Bank Ghana, this has improved board dynamics and succession planning.
  • Potential Challenges and Criticisms: Critically, combining roles may overload the position, risking bias if not independent, as BoG requires separation from executive functions. In smaller banks, resource constraints could hinder, and globally, like in the US Sarbanes-Oxley, specialized CGOs are preferred for complex firms.

Overall, the view is practically beneficial for Ghanaian banks, enhancing resilience, but success depends on qualifications (e.g., legal expertise) and BoG approval for role clarity.

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