GHANA COMMERCIAL BANK ACT - 1972 (NRCD 115)
(1) The Ghana Commercial Bank existing immediately before the commencement of this Decree under the Ghana Commercial Bank Decree, 1968 (NLCD 282) shall continue to operate subject to the provisions of this Decree as a body corporate with perpetual succession and a common seal; and may sue or be sued in its corporate name.
(2) The Head Office of the Bank shall be in Accra.
(3) The Bank may, subject to the provisions of the Banking Act, 1970 (Act 339) and to the limitations contained in this Decree relating to the business which may be carried on by the Bank, purchase, hold, manage and dispose of movable or immovable property and may enter into such contracts as may be expedient.
(1) Subject to the provisions of subsection (3) of this section the authorised capital of the Bank shall be ten million cedis which shall be divided into five hundred thousand shares of a nominal value of twenty cedis each.
(2) Any such shares taken up by the Secretary responsible for Finance (hereafter in this Decree referred to as the "Secretary") may be sold by the Secretary with the prior approval of the Executive Council, and the proceeds of the sale shall be paid to the Controller and Accountant-General for the credit of the general revenue of Ghana.
(3) The Board may from time to time, with the consent of the shareholders and with the prior approval of the Secretary, increase the authorised capital of the Bank and may divide the additional capital into shares of such nominal value as it may think fit.
(4) The shares of the Bank not issued under the provisions of subsection (2) of this section may be issued from time to time on such terms as the Secretary shall direct:
Provided that the issued capital shall not at any time exceed the authorised capital of the Bank.
(1) The operations of the Bank shall be managed and controlled by a Board of Directors, which may exercise all such powers of the Bank as are not by this Decree required to be exercised by some other person or by the Bank at a meeting of shareholders.
(2) The Board of Directors shall consist of the following directors all of whom shall, subject to the provisions of this section, be appointed by the Council-
(a) a Chairman;
(aa) the Managing Director referred to in section 8 of this Decree;
(b) four Executive Directors appointed from the management staff of the Bank on the recommendation of the Managing Director of whom two shall be Deputy Managing Directors of the Bank;
(c) a representative of the Ministry responsible for Finance, being a public officer not below the rank of Principal Assistant Secretary;
(d) five persons appointed on the recommendation of the Secretary;
(e) after the issue of any shares of the Bank otherwise than to the Secretary, two persons (hereafter in this Decree referred to as "elected directors") elected by the shareholders;[As substituted by Ghana Commercial Bank (Amendment) Law, 1986 (PNDCL 148) s. 1(a)]
(3) A meeting of the shareholders shall be convened as soon as may be convenient after the first issue of any shares otherwise than to the Secretary for the purpose of electing directors under subsection (2)(e) of this section and thereafter on the holding of the annual general meeting a person shall be elected to fill any vacancy in the office of elected director which the holding of such meeting occasions.
(b) by the insertion immediately after section 4 thereof of the following new section-
No person shall be qualified to be a director of the Bank-
(a) unless he is a citizen of Ghana, or in the case of an elected director unless he is domiciled in Ghana;
(b) in the case of a person required to be elected by the shareholders, unless he holds in his own right unencumbered shares of the Bank of the nominal value of not less than one thousand cedis;
(c) if he is an undischarged bankrupt having been adjudged or otherwise declared bankrupt under any law in force in Ghana or in any other country;
(d) if he is a person adjudged to be of unsound mind;
(e) if he is convicted of a felony or any offence involving dishonesty or moral turpitude and in each case has not been granted a free pardon;
(f) if, being a person possessed of professional qualification, he is disqualified or suspended, otherwise than at his own request, from practising his profession in Ghana or in any other country by the order of any competent authority made in respect of him personally.
(1) An executive director or a director appointed under subsection (2)(d) of section 4 of this Decree shall hold office for such period as may be specified by the Council in his instrument of appointment.
(2) A director appointed under subsection (2)(e) of section 4 of this Decree shall hold office for a period of one year.
(3) At the annual general meeting next following the first election of directors, and at every annual general meeting thereafter, the director elected at an annual general meeting who has held such office for the longest period since his last election shall retire; and as between directors elected on the same day the director to retire shall unless they otherwise agree be decided by lot.
(4) An elected director retiring at an annual general meeting shall retain his office until the close of the meeting.
(5) Any director shall vacate his office-
(a) on ceasing to be qualified for being a director of the Bank as required by the provisions of section 5 of this Decree;
(b) in the case of a director appointed under subsection (2)(e) of section 4, if he by notice in writing addressed to the Secretary and copied to the Board resigns his office;
(c) in the case of an executive director, if he ceases to be a member of the management staff of the Bank or if prior to his ceasing to be such a member, the Council by writing revokes his appointment as an executive director;
(d) in the case of a director appointed under subsection (2)(e) of section 4 if the Council by writing revokes his appointment;
(e) in the case of a person appointed under subsection (2)(d) of section 4 of this Decree, if he ceases to be qualified for appointment under that subsection or if prior thereto the Council by writing revokes his appointment.
(6) Subject to section 5 of this Decree, a person ceasing to hold office as a director shall again be eligible to hold office as director.
(7) If an elected director dies or vacates his office under the provisions of subsection (5) of this section the Board may subject to the provisions of this section elect a person qualified for election as a director for appointment under section 4 of this Decree to hold office until the next annual general meeting, unless he earlier vacates his office in accordance with subsection (5) such a person shall be deemed to be an elected director.
(1) If an executive director or an elected director or a director appointed under subsection (2)(d) or (2)(e) of section 4 of this Decree is in the opinion of the Council, or the Board, as the case may be, prevented by absence from Ghana, illness or other sufficient cause from performing the functions of his office-
(a) the Council may, in the case of an executive director, or a person appointed under subsection (2)(d) or (2)(e) of section 4 of this Decree, appoint to hold office in his place another person being a person otherwise qualified to hold such office;
(b) the Council may, in the case of an elected director appoint another person nominated by the Board to hold his office, being a person otherwise qualified to hold such office:
Provided that in the case of an executive director the appointment shall be made upon the recommendation of the Managing Director.
(2) A person appointed or elected to act in the place of a director under this section shall cease to hold office when the Council or the Board as the case may be is satisfied that the original director is able again to perform the functions of his office, or on the date when the original director would have ceased to hold office in accordance with the provisions of this Decree which ever is earlier.
(1) There shall be a Managing Director of the Bank who shall be appointed by the Council and who shall hold office for a period not exceeding five years and on such other terms as may be specified in his instrument of appointment.
(2) A Managing Director shall be eligible for re-appointment for a further period not exceeding five years on the termination of his appointment.
(3) Subject to any directions of the Board on matters of general policy the Managing Director shall be responsible for the direction of the day-to-day business of the Bank and of its administration and organisation and control of all the employees of the Bank.
(4) The two Deputy Managing Directors of the Bank shall subject to the provisions of this Decree-
(a) be charged with the performance of any of the functions of the Managing Director when the Managing Director is absent from Ghana or is otherwise incapacitated from performing that function as the Board may determine; and
(b) otherwise assist the Managing Director in the discharge of the said functions, and perform such other functions as the Managing Director may delegate to any of them,
and accordingly, unless the context otherwise requires, any reference in this Decree to Managing Director shall include a reference to a Deputy Managing Director.[As substituted by Ghana Commercial Bank (Amendment) Decree 1973 (NRCD 163) s. 1(b)]
(1) The Bank shall have a fund to be known as the "Reserve Fund".
(2) There shall be paid into the Reserve Fund any money received by the Bank on the purchase of shares by the Secretary which are in excess of the nominal value thereof.
(3) The Bank shall also make payments into the Reserve Fund in accordance with section 7 of the Banking Act, 1970 (Act 339).
(1) Contracts on behalf of the Bank may be made as follows:-
(a) a contract which if made between private persons would be by law required to be in writing, and if made according to the law of Ghana to be under seal, may be made on behalf of the Bank in writing under the common seal of the Bank;
(b) a contract which if made between private persons would be by law required to be in writing, signed by the parties to be charged therewith, may be made on behalf of the Bank in writing signed by any person acting under its authority, express or implied;
(c) a contract which if made between private persons would by law be valid although made by parol only, and not reduced into writing, may be made by parol on behalf of the Bank by any person acting under its authority, express or implied.
(2) A contract made in accordance with this section shall be effectual in law, and shall bind the Bank and its successors and all other parties thereto.
(3) A contract made in accordance with this section may be varied or discharged in the same manner in which it is authorised by this section to be made.
(4) The Bank may, by writing under its common seal empower any person, either generally or in respect of any specified matters, as its attorney to execute deeds on its behalf in any place not situate in Ghana and a deed signed by such an attorney on behalf of the Bank and under his seal shall bind the Bank and have the same effect as if it were under its common seal.
The Bank is authorised to carry on and transact the several kinds of business hereinafter specified, namely-
(a) the paying, receiving, collecting and remitting of money, bullion and securities on behalf of the Government and the undertaking and transacting of any other business which the Government may from time to time entrust to the Bank;
(b) the receiving of deposits and the keeping of cash accounts on such terms as may be agreed upon;
(c) the advancing and lending of money on the security of-
(i) any stocks or other security for money issued by the Government;
(ii) stocks, fund and securities (other than immovable property) in which a trustee is authorised to invest money by any law for the time being in force in Ghana or in any other country;
(iii) goods which, or the documents of title to which, are deposited with, or assigned to, the Bank as security for such advances or loans;
(iv) goods which are hypothecated with the Bank as security for such advances or loans, if so authorised by special directions of the Board; and
(v) subject to such directions as may be issued by the Board, debentures of companies with limited liability whether incorporated in Ghana or outside Ghana:
Provided that where the original security is one of those specified in sub-paragraphs (i) and (ii) of this paragraph fully paid shares of companies with limited liability or immovable property or documents of title thereto may be accepted as collateral security;
(d) the granting of loans or overdrafts with or without security, to such extent as may be prescribed by bye-laws not inconsistent with the provisions of the Banking Act, 1970 (Act 339);
(e) the selling and realisation of the proceeds of sale of any stocks, funds shares, securities, debentures, promissory notes or goods which, or the documents of title to which, have been deposited, pledged or hypothecated with, or assigned or transferred to, the Bank as security for advances or loans, or which are held by the Bank or over which the Bank is entitled to any lien or charge in respect of any loan or advance or any debt or claim of the Bank, and which the Bank is entitled to any lien or charge in respect of any loan or advance or any debt or claim of the Bank, and which have not been redeemed in due time in accordance with the terms and conditions (if any) of such deposit, pledge, hypothecation, assignment or transfer;
(f) the selling and realisation of all property, whether movable or immovable which may in any way come into the possession of the Bank in satisfaction or part satisfaction of any of its claims, and the acquisition and holding of, and generally the dealing with, any right, title or interest in any property, movable or immovable, which may be the Bank's security for any loan or advance or may be connected with any such security;
(g) the drawing, accepting, discounting, buying and selling of bills of exchange and other negotiable securities;
(h) the making, issuing and circulating of bank drafts and letters of credit, to order or otherwise than to the bearer on demand;
(i) the drawing of bills of exchange and the granting of letters of credit payable out of Ghana;
(j) the buying of bills of exchange payable out of Ghana at any usance not exceeding six months;
(k) the purchase and sale of telegraphic transfers whether payable in Ghana or elsewhere;
(l) the investing of the funds of the Bank in any of the securities specified in sub-paragraphs (i) and (ii) of paragraph (c) of this section and converting them into money when required, and altering, converting and transposing such investments for or into others of the investments above specified;
(m) the transacting of pecuniary agency business on commission and the entering into of contracts of indemnity, suretyship or guarantee with specific security or otherwise;
(n) the acting as agent on commission in the transaction of the following kinds of business, namely-
(i) the buying, selling, transferring and taking charge of any securities, or shares in any public company;
(ii) the receiving of the proceeds whether principal, interest or dividends, of any securities or shares;
(iii) the remittance of such proceeds by bill of exchange or telegraphic transfer payable either in Ghana or elsewhere;
(o) the buying and selling of gold and silver whether coined or uncoined;
(p) the acceptance of the charge of valuables or securities on such terms as may be agreed on;
(q) the borrowing of money for the purposes of the Bank's business, and the giving of security for money so borrowed by pledging assets or otherwise;
(r) the opening of an account with or the making of an agency agreement with, and the acting as agent or correspondent, of, the Bank of Ghana or a bank incorporated in any country outside Ghana;
(s) acting as executor and trustee of wills, settlements and other instruments securing stocks, debentures and debenture stock, however and whenever constituted and administering trusts of all forms;
(t) engaging in development financing or acquiring or taking by subscription or by purchase or otherwise and the holding of, shares or stock of, and investing in the securities of any company engaged in development financing or any undertaking in Ghana or elsewhere having similar objects as may be deemed by the Bank to be likely to advance, either directly or indirectly the interest of the Bank;
(u) generally, the doing of or dealing with, all such matters and things as may be incidental or subsidiary to the transacting of the various kinds of business herein before specified.
(1) The provisions of the Schedule to this Decree (which may be cited as the Ghana Commercial Bank Regulations) shall, in respect of the matters to which they related, govern the powers, duties and responsibilities of the Bank, the Board and the employees and agents of the Bank and the procedure of the Bank and of the Board.
(2) The provisions of the Schedule to this Decree may be added to, amended or revoked by regulations made, in respect of the matters to which the Schedule relates, by the Secretary with the prior approval of the Executive Council.
The Board shall, with the prior approval of the Secretary make bye-laws not being inconsistent with this Decree regulating the following matters, namely-
(a) the maximum amounts which may be advanced or lent to any individual, body of persons or partnership, or to any company or association with limited liability, without the security mentioned in sub-paragraphs (i) and (ii) of paragraph (c) of section 11 of this Decree;
(b) the extent to which accounts may be overdrawn without security;
(c) the books and accounts to be kept at the head office and branches of the Bank;
(d) the remuneration of the directors;
(e) the conduct and defence of legal proceedings and the manner of signing pleadings;
(f) the constitution and management of provident fund for the employees of the Bank;
(g) the conduct of the business of the Bank; generally.
In this Decree, unless the context otherwise requires-
"annual general meeting" means an annual meeting of shareholders held in accordance with the provisions of this Decree;
"Bank" means the body corporate established under the provisions of section 1 of this Decree;
"Board" means the Board of Directors constituted as provided in section 4 of this Decree;
"Secretary" means the Secretary responsible for Finance;
"Council" means the National Redemption Council;
"Government" means the Government of Ghana.