Topic: Company directors and other officers

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BCL – Nov 2024 – L1 – Q5b – Registrar’s Power to Refuse Firm Registration

Circumstances under which the Registrar of Companies may refuse to register a firm or partnership.

The Registrar of Companies may refuse to register a firm or partnership.

Required:
Under what conditions will the Registrar of Companies in his opinion refuse to register a firm/partnership?

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BCL – Nov 2024 – L1 – Q1b – Company Directors and Other Officers

Can the Minister for Trade revoke Alidu's board appointment, and what remedies are available to Alidu?

b) Alidu is a board member of Puduo Company LTD, a limited liability company with 5% shareholding by the Ghana Government. Alidu was appointed to the board three years ago by the Founder/Executive Chairman and majority shareholder of the company, Alhassan Morro. In accordance with the regulations of the company, he is entitled to appoint five of the nine-member board. Two of the board members represent worker groups and the other two come from other shareholders including the government. Alidu consented in writing to his appointment but the Minister for Trade just announced the revocation of Alidu’s appointment to the board. Alhassan Morro called Alidu to inform him that the government’s announcement was null and void and should be ignored.

Required:

i) Explain whether the Minister for Trade was justified in nullifying the appointment of Alidu. (6 marks)

ii) What TWO remedies, if any, are available to Alidu in the circumstance of this case? (4 marks)

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BCL – Nov 2024 – L1 – Q1a – Vicarious Liability, Tort, Employment Law

Can Manopor Company LTD be held liable for an accident caused by an employee who violated the company's code of ethics by drinking alcohol during work hours?

a) Gyabaa is a Senior Staff at Manopor Company LTD. The Code of Ethics of the company prohibits drinking alcoholic beverage during working hours. As part of the company’s culture, assorted drinks including alcoholic beverages are made available to all staff once every two months for three hours before the closing hours with no limits on how much each member of staff can consume. After one of such drink ups, Gyabaa, whilst driving home, had an accident and injured another road user. The cause of the accident was attributed to excess intake of alcohol by Gyabaa. Ahorlu, the injured victim is claiming he will take the matter to the Supreme Court.

Required:

i) Can the management of Manopor Company LTD be held liable for the accident caused by Gyabaa? (5 marks)

ii) Explain if Ahorlu can sue the company at the Supreme Court. (5 marks)

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BCL – Apr 2022 – L1 – Q5b – Company directors and other officers

Analyze the validity of promoters' defense in a pre-incorporation contract case and discuss the lawfulness of for-profit companies limited by guarantee.

b) The promoters of Adzeku Company, made a contract on its behalf with Ansah Oko before the company came into existence. The company once formed, purported to ratify the contract, but then went into liquidation, and the promoters themselves were sued on the contract. The promoters argued that they had been contracted as agents, and that the liability on the contract had passed to the company by ratification.

Required:

i) From the facts of the scenario above, explain if the defence set-up by the promoters is valid. Advise the promoters. (8 marks)

ii) State briefly, if it is lawful for a company limited by guarantee to be incorporated with the object of carrying on business for the purpose of making profits. (2 marks)

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BCL – Apr 2022 – L1 – Q4a – Company directors and other officers

Outline qualification requirements for company secretaries and disqualifying offenses for company directors under the Companies Act, 2019 (Act 992).

a) One of the key officers of a company who keeps the books and records, is the company secretary. The Companies Act, 2019 (Act 992) compels the appointment of a company secretary on certain qualifications.

Required:

i) State THREE (3) qualification requirement for the appointment of company secretary as stipulated in the Companies Act, 2019 (Act 992). (6 marks)

ii) List THREE (3) offences and related legal wrongs that automatically disqualifies a fraudulent person from appointment as a director of a company. (6 marks)

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BCL – Nov 2020 – L1 – Q5b – Company Directors and Other Officers

Identify the conditions that apply when the regulations of a company require share qualification for directors.

What TWO (2) conditions apply where the regulations of a company require share qualification? (10 marks)

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BCL – Nov 2020 – L1 – Q5a – Company Directors and Other Officers

Explain whether share qualification is a necessary prerequisite for the appointment as a director in a company.

Explain briefly whether a share qualification is part of the necessary prerequisites for the appointment as director in a company. (5 marks)

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BCL – Nov 2020 – L1 – Q3d – Company Directors and Other Officers

Assess the validity of a director’s appointment and identify possible remedies.

Asamoah is a board member of Darling Company Ltd, a limited liability company with 5% shareholding by the Ghana Government. Asamoah was appointed to the board three years ago by the Founder/Executive Chairman.
Kofi Mintah, the Founder/Executive Chairman, and majority shareholder of the company, in accordance with the regulations, shall appoint five of the nine-member board. Two of the board members represent workers groups and the other two come from other shareholders including the government. Asamoah consented in writing to his appointment but the Minister of Information just announced the revocation of Asamoah’s appointment to the board. Kofi Mintah called Asamoah to inform him that the government’s announcement was null and void and should be ignored.

Required:
i) Explain whether the Minister of Information was justified in nullifying the appointment of Asamoah. (6 marks)
ii) What TWO (2) remedies, if any, are available to Asamoah in the circumstance of the case? (4 marks)

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BCL – May 2021 – L1 – Q3a – Company Directors and Other Officers

Explanation of the limitations on directors' powers and ways a director's appointment can be terminated.

In accordance with the Companies Act, 2019 (Act 992), the directors shall not, without the approval of an ordinary resolution of the company, exceed the powers conferred on them.

Required:
i) State THREE (3) limitations on the powers of directors. (9 marks)

ii) Explain THREE (3) ways in which a director’s appointment can be terminated. (6 marks)

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BCL – Mar 2024 – L1 – Q1d – Governance and Ethical Issues Relating to Business, Company Directors and Other Officers

Discuss the concept of Good Corporate Governance and identify principles breached in the provided scenario.

The Managing Director of Dakubo Ltd, a company which engages in the business of iron rods production, on his own, contracted a loan of GH¢1,000,000 from Dilidom Bank. The loan is repayable in twelve months’ time. The Managing Director disclosed the contents of the agreement to his wife who is neither a Director nor a member of the company. In further disregard for the regulations of the company, the Managing Director squandered the loan contracted from the bank.

Required:

i) Explain the concept of Good Corporate Governance.

(5 marks)

ii) From the scenario above, state FIVE (5) principles of Good Corporate Governance that may have been breached by the Managing Director of Dakubo Ltd. (5 marks)

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BCL – Nov 2024 – L1 – Q5b – Registrar’s Power to Refuse Firm Registration

Circumstances under which the Registrar of Companies may refuse to register a firm or partnership.

The Registrar of Companies may refuse to register a firm or partnership.

Required:
Under what conditions will the Registrar of Companies in his opinion refuse to register a firm/partnership?

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BCL – Nov 2024 – L1 – Q1b – Company Directors and Other Officers

Can the Minister for Trade revoke Alidu's board appointment, and what remedies are available to Alidu?

b) Alidu is a board member of Puduo Company LTD, a limited liability company with 5% shareholding by the Ghana Government. Alidu was appointed to the board three years ago by the Founder/Executive Chairman and majority shareholder of the company, Alhassan Morro. In accordance with the regulations of the company, he is entitled to appoint five of the nine-member board. Two of the board members represent worker groups and the other two come from other shareholders including the government. Alidu consented in writing to his appointment but the Minister for Trade just announced the revocation of Alidu’s appointment to the board. Alhassan Morro called Alidu to inform him that the government’s announcement was null and void and should be ignored.

Required:

i) Explain whether the Minister for Trade was justified in nullifying the appointment of Alidu. (6 marks)

ii) What TWO remedies, if any, are available to Alidu in the circumstance of this case? (4 marks)

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BCL – Nov 2024 – L1 – Q1a – Vicarious Liability, Tort, Employment Law

Can Manopor Company LTD be held liable for an accident caused by an employee who violated the company's code of ethics by drinking alcohol during work hours?

a) Gyabaa is a Senior Staff at Manopor Company LTD. The Code of Ethics of the company prohibits drinking alcoholic beverage during working hours. As part of the company’s culture, assorted drinks including alcoholic beverages are made available to all staff once every two months for three hours before the closing hours with no limits on how much each member of staff can consume. After one of such drink ups, Gyabaa, whilst driving home, had an accident and injured another road user. The cause of the accident was attributed to excess intake of alcohol by Gyabaa. Ahorlu, the injured victim is claiming he will take the matter to the Supreme Court.

Required:

i) Can the management of Manopor Company LTD be held liable for the accident caused by Gyabaa? (5 marks)

ii) Explain if Ahorlu can sue the company at the Supreme Court. (5 marks)

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BCL – Apr 2022 – L1 – Q5b – Company directors and other officers

Analyze the validity of promoters' defense in a pre-incorporation contract case and discuss the lawfulness of for-profit companies limited by guarantee.

b) The promoters of Adzeku Company, made a contract on its behalf with Ansah Oko before the company came into existence. The company once formed, purported to ratify the contract, but then went into liquidation, and the promoters themselves were sued on the contract. The promoters argued that they had been contracted as agents, and that the liability on the contract had passed to the company by ratification.

Required:

i) From the facts of the scenario above, explain if the defence set-up by the promoters is valid. Advise the promoters. (8 marks)

ii) State briefly, if it is lawful for a company limited by guarantee to be incorporated with the object of carrying on business for the purpose of making profits. (2 marks)

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BCL – Apr 2022 – L1 – Q4a – Company directors and other officers

Outline qualification requirements for company secretaries and disqualifying offenses for company directors under the Companies Act, 2019 (Act 992).

a) One of the key officers of a company who keeps the books and records, is the company secretary. The Companies Act, 2019 (Act 992) compels the appointment of a company secretary on certain qualifications.

Required:

i) State THREE (3) qualification requirement for the appointment of company secretary as stipulated in the Companies Act, 2019 (Act 992). (6 marks)

ii) List THREE (3) offences and related legal wrongs that automatically disqualifies a fraudulent person from appointment as a director of a company. (6 marks)

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BCL – Nov 2020 – L1 – Q5b – Company Directors and Other Officers

Identify the conditions that apply when the regulations of a company require share qualification for directors.

What TWO (2) conditions apply where the regulations of a company require share qualification? (10 marks)

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BCL – Nov 2020 – L1 – Q5a – Company Directors and Other Officers

Explain whether share qualification is a necessary prerequisite for the appointment as a director in a company.

Explain briefly whether a share qualification is part of the necessary prerequisites for the appointment as director in a company. (5 marks)

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BCL – Nov 2020 – L1 – Q3d – Company Directors and Other Officers

Assess the validity of a director’s appointment and identify possible remedies.

Asamoah is a board member of Darling Company Ltd, a limited liability company with 5% shareholding by the Ghana Government. Asamoah was appointed to the board three years ago by the Founder/Executive Chairman.
Kofi Mintah, the Founder/Executive Chairman, and majority shareholder of the company, in accordance with the regulations, shall appoint five of the nine-member board. Two of the board members represent workers groups and the other two come from other shareholders including the government. Asamoah consented in writing to his appointment but the Minister of Information just announced the revocation of Asamoah’s appointment to the board. Kofi Mintah called Asamoah to inform him that the government’s announcement was null and void and should be ignored.

Required:
i) Explain whether the Minister of Information was justified in nullifying the appointment of Asamoah. (6 marks)
ii) What TWO (2) remedies, if any, are available to Asamoah in the circumstance of the case? (4 marks)

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BCL – May 2021 – L1 – Q3a – Company Directors and Other Officers

Explanation of the limitations on directors' powers and ways a director's appointment can be terminated.

In accordance with the Companies Act, 2019 (Act 992), the directors shall not, without the approval of an ordinary resolution of the company, exceed the powers conferred on them.

Required:
i) State THREE (3) limitations on the powers of directors. (9 marks)

ii) Explain THREE (3) ways in which a director’s appointment can be terminated. (6 marks)

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BCL – Mar 2024 – L1 – Q1d – Governance and Ethical Issues Relating to Business, Company Directors and Other Officers

Discuss the concept of Good Corporate Governance and identify principles breached in the provided scenario.

The Managing Director of Dakubo Ltd, a company which engages in the business of iron rods production, on his own, contracted a loan of GH¢1,000,000 from Dilidom Bank. The loan is repayable in twelve months’ time. The Managing Director disclosed the contents of the agreement to his wife who is neither a Director nor a member of the company. In further disregard for the regulations of the company, the Managing Director squandered the loan contracted from the bank.

Required:

i) Explain the concept of Good Corporate Governance.

(5 marks)

ii) From the scenario above, state FIVE (5) principles of Good Corporate Governance that may have been breached by the Managing Director of Dakubo Ltd. (5 marks)

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