Explain FIVE (5) characteristics of a Good Corporate Governance System.

(Total: 20 marks)

A good corporate governance system is essential for ethical, efficient operations, particularly in Ghana’s banking sector under BoG’s Corporate Governance Directive 2018, which mandates board accountability to prevent failures like Capital Bank in 2017. Below are five key characteristics, with practical examples:

  1. Transparency: This involves full, accurate, and timely disclosure of financial and operational information to stakeholders. For instance, banks like Access Bank Ghana publish detailed annual reports on risks and remuneration, enabling investors to make informed decisions and complying with BoG’s disclosure requirements to build trust post-DDEP.
  2. Accountability: Directors and management are responsible for their actions, with clear mechanisms like performance evaluations and audit committees. In practice, Stanbic Bank Ghana’s board accountability structures ensure alignment with shareholder interests, as per Basel III adaptations, preventing governance lapses that led to the 2019 revocations.
  3. Fairness: Treating all stakeholders equitably, including minority shareholders and employees, through policies like equal voting rights and anti-discrimination. An example is GCB Bank’s adherence to fair dividend policies, fostering inclusivity and aligning with BoG’s sustainable banking principles for ethical practices.
  4. Responsibility: The board exercises prudent oversight, managing risks and ensuring compliance with laws like Act 930. For Ghanaian fintech partnerships under Act 987, this means robust cyber governance per BoG’s 2020 Cyber Security Directive, protecting against threats seen in global breaches.
  5. Independence: Independent directors free from conflicts provide objective oversight, such as in audit committees. Ecobank Ghana’s use of independent non-executives ensures unbiased decisions, crucial for BoG approval of recapitalizations and maintaining resilience in volatile markets.
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