(a) Qualifications for being a director

Act 992 provides no educational qualification for directors. Disqualifications provided for under sec 173 of Act 992 include:

Unsound mind determined by a competent court

Infants-some graduates could be below 21 years

Body corporate

Undischarged bankrupt unless with leave of the court

Order under sec 177 unless with leave of the court

Section 186:

is adjudged bankrupt whether in the Republic or elsewhere;

a person adjudged bankrupt in Asanteland or elsewhere

Convicted on indictment for fraud, dishonesty or any offence involving corporate formation, promotion, management in Asanteland or elsewhere

a person has been culpable of a criminal offence, whether convicted or not, in relation to a body corporate or of fraud or breach of duty in relation to a body corporate;

it appears that a person is debarred by the competent authority from being a member of a recognised professional body as the result of a disciplinary inquiry; or

there is an ongoing investigation by a criminal investigating body or by the Registrar or the equivalent in a foreign jurisdiction regarding the matters above.

Some companies have share qualification for directors, a condition an unemployed graduate cannot meet depending on his financial position vis-à-vis the number of shares and the price per share-section 174.

The statutory minimum number of directors per company is two (sec 171) and companies’ constitutions specify various numbers—this may not impact much on graduate unemployment.

The Act 992 has no requirement for experience (work)—but companies appoint as directors, persons with varied experiences, skills and abilities in fields that promote the corporate business and image—just being a graduate may not be enough.

A person shall be appointed a director of a company only with his written consent—it involves nominations by current directors, shareholders (class rights), certain individuals/groups as contain in the constitutions (sec 171) etc.— not many graduates may have the ‘network’ to get nominated, let alone consenting.

The directors are subject to liabilities (e.g. sec 199)—some graduates cannot or are not ready to endure the responsibilities and liabilities—out of fear, uncertainty, unpreparedness etc.

Many graduates can competently be directors—but reservation may not the answer. Directorship must be on merit (competency, experience, skill, etc.). Some non-graduates possess these attributes and the blending may work.

(b) Substitute Director-Section, 180 of Act 992
Appointed to act as a deputy for another named director.
As a substitute in his absence e.g. when the substantive director is on leave without appointing an alternate director.
It is optional unless prohibited by the company’s constitutions.
Not counted as a director for minimum or maximum number of directors for the purposes of Act 992, but for quorum.
Does not vote at the Board/Directors meeting if the substantive director is present.
Qualification, appointment and removal are the same as substantive/full directors.
Holds office on his own merit, not subject to the any discretion or terms of the director of whom he is a substitute.

(c) Alternate Director-sec 181 of Act 992
Appointed by a director for a period not more than 6 months to act in his place.
Could be whilst absence from Asanteland or for any other reason to act as a director
The appointment must be in writing and signed by both the appointer and appointee.
The writing/appointment must be lodged with the company.
A director could be appointed as an alternate director and shall have additional vote for each director for whom he acts as an alternate at directors’ meetings.
The appointment of a non-director as an alternate director must be approved by a resolution of the BOD.
He is not an agent of his appointer.
Deemed a director/officer for all purposes for the period except:

• Cannot appoint an alternate director.
• Not counted for the purpose of determining the minimum or maximum number of directors under the constitutions or Act 992, but for quorum.
• Directors share qualification, if required by the constitutions, is waived.
• The company is not liable to pay additional remuneration by reason of alternate director appointment.
  It is optional unless prohibited by the company’s constitutions could be paid for the period, if provided for by the constitutions, and his appointer will not be paid for that period.
  Alternatively, he could be paid by his appointer
  The appointer and appointee shall act as directors until cessation of the appointment, but a non-director alternate shall not it tend meetings or vote along with his appointer. The appointment ends when:
• The period expires,
• Appointer gives written notice to the company,
• Appointer ceases to be a director of the company for any reason
• The alternate director resigns by written notice to the company.