TEMA FOOD COMPLEX CORPORATION ACT - 1973 (NRCD 176)
(1) There is hereby established a body corporate to be known as the Tema Food Complex Corporation in this Decree referred to as "the Corporation".
(2) The Corporation shall have perpetual succession and a common seal and may sue and be sued in its corporate name.
(3) The Corporation may for and in connection with the carrying out of its objects, purchase, hold, manage or dispose of any movable or immovable property and may enter into such contracts and transactions as may be expedient.
Where there is any hindrance to the acquisition by the Corporation of any property the property may be acquired for the Corporation under the State Property and Contracts Act, 1960 (CA 6) or as the case may be, under the State Lands Act, 1962 (Act 125) and each such Act shall, as the case may be, apply in relation to any such acquisition with such modifications as may be necessary to provide for the vesting of the property acquired thereunder in the Corporation and for the cost of such acquisition to be defrayed by the Corporation.
(1) The objects of the Corporation are-
(a) to carry on business as manufacturers or producers of wheat flour, corn flour and the business of wheat and corn millers, manufacturers of biscuit and farinaceous compounds and allied materials of all descriptions, flour merchants, millers, bakers and corn merchants;
(b) to carry on business as manufacturers of animal food of all kinds including, but without prejudice to the foregoing, cattle and poultry food and feeding and fattening preparations of every description;
(c) to do dairy farming and cultivation of crops, i.e. grains and legumes;
(d) to carry on business as manufacturers, wholesalers, retailers, refiners and dealers in starch, and other additives for animal food;
(e) to crush seeds and produce sesame and groundnut oils and groundnut cake, and to refine oil and make artificial manures and fertilizers of every description;
(f) to establish cold stores and produce ice blocks, can fish, and carry on the production and marketing of margarine, dressing, mayonnaise, drippings, fishmeal, other fish preparations, and protein concentrates;
(g) to manufacture cans of all kinds and sizes;
(h) to act as general merchants, distributors, carriers and transporters of all goods by land, importers, exporters and warehousemen;
(i) to carry on such other activities as appear to the Corporation to be conducive or incidental to the carrying on of the foregoing objects.
(2) For the purpose of carrying out any of its objects, the Corporation may enter into any arrangement with any other person for jointly carrying out such object with such person.
(1) It shall be the duty of the Corporation to conduct its affairs on sound commercial lines, and in particular, so to carry out its functions under this Decree as to ensure that its revenues are sufficient to produce on the fair value of its assets, a reasonable return measured by taking its net operating income as a percentage of the fair value of its fixed assets in operating plus an appropriate allowance for its working capital.
(2) In determining what constitutes a reasonable return, all pertinent economic and financial considerations shall be taken into account, including but not limited to the need for net operating income in an amount sufficient-
(a) to meet interest payments on borrowing,
(b) to provide for repayments to be made each year in respect of loans incurred by the Corporation to the extent that such repayments exceed the year's provision for depreciation charged to revenue account,
(c) to provide a reasonable proportion of the funds needed for expanding the Corporation's activities and improving its working,
(d) to provide reserves for replacement, expansion or other purposes if and to the extent to which the Board deems it necessary to establish such reserves, and
(e) to make such payments to the Consolidated Fund from time to time as may be determined under section 17 of this Decree.
(3) In this section, the words "net operating income" mean the amount of income remaining after subtracting from total operating revenues all charges which in the normal conduct of business are proper to be charged to revenue account, including provision for adequate maintenance and straight line depreciation of assets, but before deducting interest and other charges on borrowings.
(1) The members of the Board other than the Managing Director shall hold office for two years.
(2) No person shall be qualified to be a member of the Board who-
(a) has been sentenced to death or to a term of imprisonment exceeding twelve months without the option of a fine or has been convicted of an offence involving dishonesty or moral turpitude and has not in each case been granted a free pardon; or
(b) having been declared as an insolvent or a bankrupt under any law for the time being in force in Ghana or any other country, is an undischarged insolvent or bankrupt; or
(c) is adjudged to be a person of unsound mind.
(3) Any member of the Board may resign his office by notice in writing addressed to the Commissioner and without prejudice to the general effect of subsection (2) of this section, any such person may be removed from office by the National Redemption Council.
(4) Where the office of a member of the Board becomes vacant the Commissioner shall notify the National Redemption Council of the occurrence of such vacancy and in the case of a member other than the Managing Director, where the vacancy occurs before his term of office expires under subsection (1) of this section a person shall be appointed in accordance with section 5 of this Decree to hold that office for the unexpired portion of the previous holder's term of office.
(5) Subject to the provisions of this Decree, where any member of the Board is incapacitated by absence from Ghana, or illness or any other sufficient cause from performing the duties of his office, the National Redemption Council may appoint another person to hold office in his place until the incapacity of that person has terminated or until the expiry of the term of office of such member, whichever first occurs.
(6) Every member of the Board shall, on ceasing to be a member, be eligible for re-appointment.
(1) The Board shall ordinarily meet for the despatch of business at such times and at such places as the Board may determine but shall meet at least once in every two months.
(2) A special meeting of the Board shall be called upon a written request signed by the Chairman or by a majority of the members of the Board addressed to the Secretary of the Corporation.
(3) At every meeting of the Board at which he is present, the Chairman shall preside and in his absence a member of the Board appointed by the members present from among themselves, shall preside.
(4) Questions proposed at a meeting of the Board shall be determined by a simple majority of members present and voting and in the event of any equality of votes the person presiding shall have a second or casting vote.
(5) The quorum at any meeting of the Board shall be three.
(6) The Board may at any time co-opt any person or persons to act as an adviser or advisers at any of its meetings so, however, that no person so co-opted shall be entitled to vote at any such meeting on any matter for decision by the Board.
(7) The validity of any proceedings of the Board shall not be affected by any vacancy among its members or any defect in the appointment of any of them.
(8) Any member of the Board who has any interest in any company or undertaking with which the Corporation proposes to make any contract or who has any interest in any contract which the Corporation proposes to make shall disclose in writing to the Board the nature of his interest and shall unless the Board otherwise directs be disqualified from participating in any deliberations of the Board on the contract and shall in any case be disqualified from voting in any decision of the Board on such contract and any member who infringes the provisions of this subsection shall be liable to be removed from the Board.
(1) The Board shall, subject to the provisions of this Decree, have general control of the management of the Corporation on matters of policy.
(2) The Corporation shall have a Managing Director, and also a Plant Manager for each division of the Corporation.
(3) Subject to the provisions of Part III of this Decree the Managing Director shall be appointed by the National Redemption Council and subject to the said provisions, shall hold office upon such terms and conditions as may be specified in his instrument of appointment.
(4) Where the office of the Managing Director becomes vacant the Board shall notify the Commissioner thereof and the Commissioner shall in turn notify the National Redemption Council of the occurrence of the vacancy.
(5) Where the Managing Director is incapacitated from the performance of his functions under this Decree the Board may, subject to subsection (5) of section 6 of this Decree, authorise any employee of the Corporation to perform those functions for the duration of the incapacity.
(6) Subject to the provisions of this Decree, the Managing Director shall be the Chief Executive of the Corporation and shall, subject to the general control of the Board on matters of policy, and subject also to any bye-laws made under section 24 of this Decree, be charged with the direction of the day-to-day business of the Corporation and of its administration and organisation and control of all the employees of the Corporation.
(7) Subject as aforesaid the Managing Director may delegate to any employee of the Corporation or to any other person any of his functions under this Decree and may impose such conditions with respect to the exercise of such delegated functions as he may think fit.
Provided that nothing in this subsection shall be construed so as to absolve the Managing Director from ultimate responsibility for any act done by any person in pursuance of any such delegation.
(1) The use of the seal of the Corporation shall be authenticated by two signatures, namely-
(a) the signature of the Managing Director or some other member of the Board authorised by the Board to authenticate the application of the seal, and
(b) the signature of the Secretary or some other officer of the Corporation authorised by the Board to act in the Secretary's place for that purpose.
(2) The Corporation may by instrument in writing under its common seal empower any person either generally or in respect of any specific matters as its attorney, to execute deeds on its behalf in any place outside Ghana; and every deed signed by such attorney on behalf of the Corporation and under his seal, shall be binding on the Corporation and have the same effect as if it were under the common seal of the Corporation.
(3) Any instrument or contract which, if executed or entered into by a person other than a body corporate would not require to be under seal, may be executed or entered into on behalf of the Corporation by the Managing Director or any member of the Board if such person has previously been authorised by a resolution of the Board to execute or enter into that particular instrument or contract:
Provided that if the Corporation thinks fit it may by writing under its common seal appoint any person outside Ghana as agent to execute or enter into the instrument or contract and the instrument or contract if executed or entered into on behalf of the Corporation shall have effect as if it had been duly executed or entered into as prescribed for the purposes of this subsection.
(4) Every document purporting to be an instrument executed or issued by or on behalf of the Corporation and to be-
(a) sealed with the common seal of the Corporation authenticated in the manner provided by subsection (1) of this section; or
(b) signed by and under the seal of a person appointed as attorney under subsection (2) of this section; or
(c) signed by the Managing Director or by a member of the Board or other person authorised in accordance with subsection (3) of this section to act for that purpose,
shall be deemed to be so executed or issued until the contrary is known.
(5) The provisions of this section shall have effect subject to the provisions of section 9 of this Decree and of section 12 of the Contracts Act, 1960 (Act 25).
(1) The Corporation may from time to time engage such employees as may be necessary for the proper and efficient conduct of the business and functions of the Corporation.
(2) The Corporation may also engage the services of such consultants and advisers as the Board may upon the recommendation of the Managing Director determine.
(3) The Board, with the prior approval of the Commissioner, shall be responsible for the appointment, discipline and removal of any person in respect of a post in the Corporation of General Manager or any other post of a similar category in the Corporation.
(4) Subject to the provisions of this section the Board shall be responsible for the appointment, discipline and removal of any person in respect of any post in the Corporation other than a post to which subsection (3) of this section applies.
(5) The Board may delegate to the Managing Director or to any other officer of the Corporation, the power to appoint, discipline and remove any person in respect of any post in the Corporation the initial salary attached to which is less than c2,000.00 per annum:
Provided that the Board shall not delegate to any officer of the Corporation other than the Managing Director the power to appoint, discipline or remove any person in respect of any post the initial salary attached to which exceeds c1,200.00 per annum.
(6) Public officers may be transferred or seconded to the Corporation or may otherwise give assistance thereto.
(1) The Corporation shall have an officer to be designated as the Secretary of the Corporation.
(2) The Secretary shall act as Secretary to the Board and shall, subject to the directions of the Board, arrange the business for and cause to be recorded and kept minutes of all meetings of the Board.
(3) The Secretary shall also perform such functions as the Board may by writing direct or as the Managing Director may by writing delegate to him and shall be assisted in his functions by such of the staff of the Corporation as the Board may on the recommendations of the Managing Director direct.
(1) The Corporation shall have an Internal Auditor.
(2) Subject to the provisions of this Decree, the Internal Auditor shall be responsible to the Managing Director for the performance of his functions.
(3) As part of his functions under this Decree the Internal Auditor shall, at intervals of three months, prepare a report on the internal audit work carried out by him during the period of three months immediately preceding the preparation of the report and submit the report to the Managing Director.
(4) Without prejudice to the general effect of subsection (3) of this section, the Internal Auditor shall make in each report such observations as appear to him necessary as to the conduct of the financial affairs of the Corporation during the period to which the report relates.
(5) The Internal Auditor shall send a copy of each report prepared by him under this section to the Commissioner and also to the Commissioner responsible for Finance, the Auditor-General, and the Chairman and each of the other members of the Board.
(1) The Corporation shall have a depreciation fund and for this purpose the Corporation shall open a Depreciation Reserve Account with the Bank of Ghana.
(2) At the end of each financial year the Corporation shall transfer to the credit of the Depreciation Reserve Account all amounts charged to profit and loss account in respect of depreciation for buildings, plant and equipment, fixtures and other fixed assets.
(3) Amounts so transferred to the Depreciation Reserve Account shall be used only to replace fixed assets and equipment which are worn out or have become obsolete:
Provided that where funds in the Depreciation Reserve Account exceed the immediate requirements for such replacement, they may be used for other purposes with the consent of the Commissioner and subject to any conditions which the Commissioner may determine, so long as the primary obligations to use the Depreciation Reserve Account for the replacement of fixed assets and equipment as aforesaid is not thereby prejudiced.
(4) Expenditure in respect of current repairs and in respect of purchases of spare parts shall not be met out of the Depreciation Reserve Account but shall be charged to the income and expenditure account of the Corporation for the financial year during which the expenditure is incurred.
Subject to section 4 of this Decree, at the end of each financial year, after the Corporation has made provision for bad and doubtful debts, depreciation of assets, contributions to staff and superannuation funds and for other contingencies, if any, such part of the profits of the Corporation remaining as the Commissioner after consultation with the Board and with the Commissioner responsible for Finance may by writing direct shall be paid into the Consolidated Fund.
(1) The Corporation may obtain loans and other credit facilities on the guarantee of the Government from the National Investment Bank or from such other Bank as the Commissioner and the Commissioner responsible for Finance may approve.
(2) Apart from the powers of the Corporation under subsection (1) of this section, the Corporation may, with the prior approval of the Commissioner and the Commissioner responsible for Finance, borrow money from any other source.
(3) For the purpose of any technical arrangement in connection with the raising of any loan under subsection (2) of this section, the Corporation shall, if the National Investment Bank agrees, use the services of that Bank.
(4) The Corporation may borrow temporarily by way of overdraft or otherwise, such sums as it may require for meeting its current obligations or discharging its functions.
(5) The Commissioner responsible for Finance may, on behalf of the Government, guarantee the performance of any obligation or undertaking by the Corporation under this section.
(6) The Commissioner responsible for Finance may from time to time prescribe the maximum sums which the Corporation may borrow under subsection (1) or (2) of this section.
(1) The Corporation's financial year shall end on the 31st day of December in each year, unless otherwise varied by the Board with the prior approval of the Commissioner.
(2) For the purposes of this section the period extending from the commencement of this Decree to the 31st day of December, 1973 shall be deemed to be a financial year.
(1) The books and accounts of the Corporation shall each year be audited by the Auditor-General in accordance with the Audit Service Decree, 1972 (NRCD 49).
(2) The Corporation shall pay in respect of such audit such fee (if any) as the Auditor-General and the Board may agree or in the case of failure to agree, such fee as the Commissioner may prescribe.
(3) It shall be the duty of the Board as soon as possible upon receiving the report of the Auditor-General under this section to forward a copy of such report to the Commissioner.
(4) The Commissioner shall as soon as practicable upon receipt thereof, cause to be laid before the National Redemption Council a copy of the Auditor-General's report forwarded to him under this section.
(1) The Corporation shall, as soon as possible after the expiration of each financial year but within six months after the termination of that financial year, submit to the Commissioner an annual report dealing generally with the activities and operations of the Corporation within that year which shall, without prejudice to the generality of the foregoing, include-
(a) a copy of the audited accounts of the Corporation together with the Auditor-General's report thereon;
(b) each report submitted in relation to that financial year by the Internal Auditor under section 13 of this Decree;
(c) a statement of all directions given by the Commissioner to the Corporation under section 23 of this Decree within that year;
(d) a statement of financial and operating plans for the following year;
(e) such other information as the Commissioner may by writing request.
(2) A copy of the Annual Report of the Corporation shall also be sent by the Corporation to the Commissioner responsible for Finance and the Head of the Central Bureau of Statistics.
(3) The Commissioner shall, as soon as possible after receiving the Annual Report of the Corporation, submit the report to the National Redemption Council.
(4) The Corporation shall also submit to the Commissioner such other reports on its financial affairs as the Commissioner may by writing reasonably request from time to time.
(1) The Board may make bye-laws for the purpose of carrying into effect the provisions and principles of this Decree and for regulating any matter falling within the scope of the functions of the Corporation.
(2) Without prejudice to the general effect of subsection (1) of this section, the Board may, subject to the provisions of the Social Security Act, 1965 (Act 279) and of any other enactment, make bye-laws or other instruments under that subsection for providing the conditions of service of the staff of the Corporation.
All assets, rights, obligations and liabilities in respect of the projects specified in the Schedule to this Decree which were held and managed immediately before the commencement of this Decree by the Special Projects Division are hereby vested in the Corporation established by this Decree:
Provided that nothing contained in this section shall be deemed to transfer any obligation or liability which was assumed or entered into by any person before the 30th day of January, 1970.