Corporate Governance – Page 2

BCL – L1 – Q104 – Governance and ethical issues relating to business

Distinguish between code of ethics and conduct for accounting staff; identify stakeholders and corporate responsibilities.

Question

(a) Your company, Apex Solutions Ltd, plans to undertake a rebranding exercise within the next three (3) months, and all Heads of Department are to lead the campaign. You have been asked by management to distinguish between a code of ethics and a code of conduct and explain their relevance to the accounting and audit staff.

(b) Identify any five (5) stakeholders of Apex Solutions Ltd and indicate two corporate responsibilities towards each of the five (5) stakeholders.

Answer

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Tags: Code of Conduct, Code of Ethics, Corporate Governance, Corporate Responsibility, Ethics, Stakeholders
Level: Level 1

Topic: Governance and ethical issues relating to business

BCL – L1 – Q89 – Company meetings and resolutions

Discuss AGM requirements, notice contents, consequences of non-compliance, binding decisions, and privity of contract under Ghanaian law.

Question

Kofi Amoah, the CEO of your company, is preparing for a top management meeting scheduled for 1st December 2021. One of the issues to be discussed is the effect of COVID-19 on holding shareholders’ meetings. There are views that the Annual General Meeting (AGM) must be in-person so that members can vote on resolutions to be passed. Others believe that the AGM should be virtual or hybrid.

Some shareholders believe that the items on the agenda are too many and that they would need two days to have a meaningful discussion. Kwame Boateng, a shareholder has decided not to attend the AGM if it is organized virtually.

Required:

As a business law student, your boss has requested you to present to him the following:

(a) The requirement of the Companies Act, 2019 (Act 992) on the interval between which AGM are to be held.

(b) THREE (3) things that should be covered in the notice for an AGM.

(d) Discuss whether decisions taken at the AGM will be binding on Kwame Boateng.

(e) What is meant by the doctrine of “Privity of contract” and identify TWO (2) exceptions allowed under the Contract Act, 1960 (Act 25) in Ghana?

Answer

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Tags: Annual General Meeting, Companies Act, Corporate Governance, Meetings, Notice Requirements, Privity of Contract, Shareholder Rights
Level: Level 1

Topic: Company meetings and resolutions

BCL – L1 – Q88 – Company directors and other officers

List three civil liabilities for a director breaching fiduciary duties and conflict of interest rules.

Question

As part of the duty, a director of a company stands in a fiduciary relationship towards the company and shall observe the utmost good faith towards the company in a transaction with it or on its behalf. He or She shall always act in what the director believes to be the best interests of the company as a whole to preserve its assets, further its business, and promote the purposes for which it was formed, and in a manner that a faithful, diligent, careful and skilful that ordinarily a Director would act in the circumstances. Besides, a director is not to use for his own advantage the money or property of the company or a confidential information or special knowledge obtained in his capacity.

Required:

List THREE (3) civil liabilities that are to be brought against a director who commits a breach of duty and violates the rules regarding conflict of interest.

Answer

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Tags: Breach of Duty, Civil Liabilities, Company Law, Conflict of Interest, Corporate Governance, Directors, Fiduciary Duties
Level: Level 1

Topic: Company directors and other officers

BCL – L1 – Q84 – Corporate Governance

Explain the legal roles and responsibilities of company directors in corporate governance.

Question

Explain the legal roles and responsibilities of company directors and how they contribute to effective corporate governance.

Answer

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Tags: Company Management, Corporate Governance, Directors, Fiduciary Responsibilities, Legal Duties
Level: Level 1

Topic: Corporate governance

BCL – L1 – Q83 – Corporate Liability

Analyze the legal liability of GreenFuture NGO for engaging in profit-making activities.

Question

GreenFuture NGO, an incorporated non-governmental organization has been formed with the object of greening the environment and sponsoring deprived children to go to school up to Junior High School level. During operation, the key officers of the company took a decision that the company goes into salt mining without reference to the office of the Registrar-General. Under this new arrangement, huge profits were made, the Board of Directors was reconstituted and unexpected debts were incurred. In doing so, the 17-year-old daughter of the Executive Director known as the whiz-kid in financial matters, became a Board member. The Registrar of Companies has been alerted on the happenings at the company.

Required:

(a). From the legal perspective, analyse the new arrangement and give reasons if any, why the officers and GreenFuture NGO will be liable.

(b). What are the likely actions to be taken by the Registrar-General in the circumstance of this case?

Answer

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Tags: Companies Act, Corporate Governance, Corporate Liability, Director Disqualification, Registrar-General
Level: Level 1

Topic: Registrar-General Actions

BCL – L1 – Q82 – General Meeting Notices

Identify who is entitled to receive notices of a company's general meeting.

Question

(a). Who is entitled to receive notices of a company’s general meeting?

(b). Under what circumstances will a court order a general meeting to be held?

(c). In a private company, any shareholder can convene an extraordinary general meeting’ Discuss.

(d). Unity Enterprises is to hold its annual general meeting (AGM) at the National Conference Centre soon. Due to a disagreement between the Managing Director (an Economics Professor), and the Board Chairman (a school drop-out who trades at Makola), the new company secretary (a non-lawyer), is uncertain who will determine the agenda for the meeting and also chair the AGM. The secretary has called for your views. Write down your views so you can WhatsApp a snapshot to him.

Answer

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Tags: AGM Chairmanship, Board of Directors, Companies Act, Corporate Governance
Level: Level 1

Topic: AGM Chairmanship

Title: BCL – L1 – Q81 – Auditor Appointment

State the process of appointing company auditors under the Companies Act.

Question

(a). Briefly state the process of appointing company auditors.

(b). Is there any limitation on the powers of the board of directors?

(c). Who are entitled to attend the general meetings of a company?

(d). What is a written resolution?

Answer

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Tags: Companies Act, Corporate Governance, Shareholder Rights, Written Resolution
Level: Level 1

Topic: Written Resolution

BCL – L1 – Q80 – Acts of the Company

Explain what constitutes the acts of a company under the Companies Act.

Question

(a). What constitute the acts of the company?

(b). Differentiate between ordinary resolution and special resolution.

(c). Kofi Asante is a board member of Rising Ventures Limited, a limited liability company with 10% shareholding by the Ghana Government. Kofi Asante was appointed to the BOD four years ago in accordance with the constitution allowing Dr. Kwame, Founder/Executive Chairman, and majority shareholder of the company to appoint seven of the eleven-member board. Three of board members represent workers groups and the last one comes from government per the constitutions. The Minister of Information just announced the revocation of Kofi Asante’s appointment to the BOD. Dr. Kwame called Kofi Asante to inform him the government’s announcement is null and void and should be ignored.

Who should Kofi Asante believe?

Answer

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Tags: Board of Directors, Companies Act, Corporate Governance, Director Removal, Shareholder Rights
Level: Level 1

Topic: Director Appointment and Removal

BCL – L1 – Q79 – Directors

Discuss qualifications for being a director in context of graduate unemployment.

Question

(a). ‘With the high level of graduate unemployment in Asanteland, all corporate directorship positions must be reserved for graduates.’ Discuss the qualifications for being a director.

(b). Explain the following:

(i) Substitute Director

(ii) Alternate Director

Answer

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Tags: Alternate Director, Companies Act, Corporate Governance, Substitute Director
Level: Level 1

Topic: Directors

BCL – L1 – Q78 – Company Meetings

Explain formalities and procedures for company meetings and resolutions.

Question

(a). Explain the formalities and procedures involved in conducting meetings resolutions regarding a company.

(b). Kofi Amoah is a respected head pastor of the Universal Grace Church, with impeccable pastoral and educational credentials. He holds sway when it comes to teachings on corporate transformation and generational thinking. The promoters of Unity Bank were delighted to make him the Board chairman of Unity Bank despite little knowledge and experience in banking. The first three years saw tremendous growth of the bank with profit increasing at 65% per annum. The shareholders trusted the Directors led by the ‘man of God’ to manage the bank in a ‘divine fashion’. A new Governor of the Central Bank of Asanteland has been appointed with a mandate to clean the banking sector. The man of God is nervous with regards to his job with the rapid expansion of the bank and fears he could be declared not ‘fit and proper’ to be the board chair of Unity Bank by the Governor.

Advise Pastor Kofi Amoah regarding his fiduciary responsibilities and liabilities, if any.

Answer

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Tags: Banking Regulation, Corporate Governance, Directors, Fiduciary Duties
Level: Level 1

Topic: Fiduciary Responsibilities

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BCL – L1 – Q104 – Governance and ethical issues relating to business

Distinguish between code of ethics and conduct for accounting staff; identify stakeholders and corporate responsibilities.

BCL – L1 – Q89 – Company meetings and resolutions

Discuss AGM requirements, notice contents, consequences of non-compliance, binding decisions, and privity of contract under Ghanaian law.

BCL – L1 – Q88 – Company directors and other officers

List three civil liabilities for a director breaching fiduciary duties and conflict of interest rules.

BCL – L1 – Q84 – Corporate Governance

Explain the legal roles and responsibilities of company directors in corporate governance.

BCL – L1 – Q83 – Corporate Liability

Analyze the legal liability of GreenFuture NGO for engaging in profit-making activities.

BCL – L1 – Q82 – General Meeting Notices

Identify who is entitled to receive notices of a company's general meeting.

Title: BCL – L1 – Q81 – Auditor Appointment

State the process of appointing company auditors under the Companies Act.

BCL – L1 – Q80 – Acts of the Company

Explain what constitutes the acts of a company under the Companies Act.

BCL – L1 – Q79 – Directors

Discuss qualifications for being a director in context of graduate unemployment.

BCL – L1 – Q78 – Company Meetings

Explain formalities and procedures for company meetings and resolutions.

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Distinguish between code of ethics and conduct for accounting staff; identify stakeholders and corporate responsibilities.

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Discuss AGM requirements, notice contents, consequences of non-compliance, binding decisions, and privity of contract under Ghanaian law.

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List three civil liabilities for a director breaching fiduciary duties and conflict of interest rules.

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