Review company law framework – Experts

Business News of Wednesday, 4 March 2015

Source: B&FT

Professor Stephen Adei Speech

Corporate governance experts have advocated for review of the regulations governing the establishment of companies in the country, in keeping up with new developments and progress in corporate governance.

Professor Stephen Adei, a renowned corporate governance expert and economist, said: “In Ghana the company law framework has largely remained untouched. Do you believe that the company law still requires two directors to form a company?

Instead of looking at the fundamental ones, it is more of economic and financial crime bodies being given more powers, some of them ridiculously used.”

He was speaking on the theme “The Ghanaian perspective and recent development in Corporate Governance Regulations” at an ACCA/IFC Corporate Governance Dialogue in Accra.

Prof. Adei decried the fallen ethical standards in both private and public institutions in the country.

“Ethically, I think that we are getting worse except for some few companies. Most of the issues have to do with selection, training, orientation and performance measurement. Most companies in Ghana do not do performance evaluation.”

Over-politicisation, lack of training, interference and conflict of interest, were the other challenges, identified by the experts, as affecting corporate governance structure in the country.

Professor Adei called for a delineation of private interest from supervisory role of board members. “The issue of conflict of interest has to do with character, consistency of behaviour, honesty, trustworthiness and transparency. Sad to say most of our leaders come as heroes and leave as villains. This is mostly attributed to character defects. You cannot expect others to follow you if you cannot be trusted.

“The second has to do with competence. The competency in the case of a board has to do with managerial and leadership competencies and the duty of care. The shareholders have entrusted the company into their care and must work in their interest,” he said.

He called for the payment of a reasonable board fee in order to avoid conflict of interest. “There must also be reasonable board fees because a board member should not charge anything other than their board fees, or else there will be a conflict of interest. There is also a big issue between ethical and social responsibilities. If you improve the governance situation things can turn around very fast.”

Professor K.B Omane Antwi, a fellow of the ACCA and President of the Institute of Chartered Accounts, Ghana said: “Before you are put on a state enterprise board, you must have gone through corporate governance training given by the Institute of Directors Ghana. We should not just put people on boards, they might have all the degrees but when it comes to corporate governance it is a skill that they need to develop. Make sure that board nominees have that certification so that when they go onto the board, they will not be just a letter-head director but one that will contribute to the growth of the organisation.”

“The problem we have is that our value systems have collapsed. We must be able to build some values and we need to have dual agenda leaders. These are the kind of leaders that are interested in society and are interested in profitability. But as it is now, we have problems with our value systems.

The best practices are there but it is the people who are supposed to practice it. We need to ensure that in selecting our leaders we select leaders who are committed and want Ghana to grow,” he said. Jamil Ampomah, ACCA Director, Sub-Saharan Africa, said: “This conference and our three year partnership with IFC to promote and develop good corporate governance in Ghana is important because evidence suggests that well-governed companies perform better, earn higher investor confidence, and record higher growth.

“Finance professionals play a critical role in developing good corporate governance, which is why ACCA has launched a Good Governance Globally campaign in key countries around the world including Ghana. This will focus on building two crucial pillars of strong corporate governance – a robust framework made up of clear and complete codes, regulations and laws, and a culture that supports this, and we look forward to developing this campaign in the coming months,” he said.

Chinyere Almona, Head, Africa Corporate Governance Program for IFC, said: “IFC helps businesses establish effective corporate governance practices that enhance competitiveness, efficiency, and profitability, and enable companies to grow sustainably while attracting investments. Partnering with ACCA, we will work with companies to implement corporate governance practices that will boost economic growth and development in Ghana.”

IFC works with companies to help them adapt good corporate governance practices, which contribute to their sustainable economic development. The Africa Corporate Governance Program for IFC is funded by Switzerland’s State Secretariat for Economic Affairs (SECO)