Debates of 2 Apr 2019

MR SPEAKER
PRAYERS 10:08 a.m.
VOTES AND PROCEEDINGS AND THE OFFICIAL REPORT 10:08 a.m.
Mr Speaker 10:08 a.m.
Hon Members, Correction of Votes and Proceedings of Monday, 1st April, 2019.
Mr Speaker 10:08 a.m.
Hon Members, the Official Report of 28th February, 2019. Any corrections?
ANNOUNCEMENTS 10:08 a.m.
Mr Speaker 10:08 a.m.
Hon Members, I wish to announce that we have a benchmarking visit to Parliament by a delegation of six Hon Members and two staff of the Committee on Rules, Privileges and Discipline from the Parliament of the Republic of Uganda, which would stretch from 1st to 5th April, 2019.
The delegation comprises the following:
Hon Wilfred Niwagaba -- Leader of the Delegation;
Hon Akello Rore Lilly -- Member of Parliament;
Hon Namoe Stella -- Member of Parliament;
Hon Acidri James -- Member of Parliament;
Hon Opolot Jacob -- Member of Parliament;
Hon Sempala Kigozi -- Member of Parliament;
Ms Esther Namugoji -- Research Officer;
Mrs Alice Nyamwenge Mukyasi -- Clerk to delegation.

On behalf of the House, I wish them the best of stay and fruitful deliberations in our country.

Hon Members, Statements

There is a Statement in the name of the Hon Member for Nsawam Adoagyiri on climate change and an honour done to us by the United Nations.

Hon Majority Leader?
Mr Kyei-Mensah-Bonsu 10:08 a.m.
Mr Speaker, I would urge that the Hon
Member for Ledzokuku read the Statement on behalf of the Hon Member for Nsawam Adoagyiri.
Mr Speaker 10:08 a.m.
Very well, he may.
Hon Deputy Minority Whip, do you have any difficulty?
Mr Ahmed Ibrahim 10:08 a.m.
Yes, Mr Speaker. This is the very first time a Statement written by an Hon Member would be read by another Hon Member in the absence of the Hon Member who wrote it.
Mr Speaker 10:08 a.m.
Which Order does it flout? [Laughter.]
Mr A. Ibrahim 10:08 a.m.
Mr Speaker, in Order 7 --
Mr Speaker 10:08 a.m.
What prevents me from exercising my discretion in accepting that?
Mr A. Ibrahim 10:18 a.m.
Mr Speaker, I know it is a personal Statement by the Hon Member of Nsawam- Adoagyiri --
Mr Speaker 10:18 a.m.
Hon Deputy Minority Whip, respectfully, you are out of order.
Hon Dr Okoe Boye, you may please read the Statement on behalf of the owner of the Statement.
STATEMENTS 10:18 a.m.
Dr Bernard O. Boye (NPP — L edzok uk u) (on behalf of) Mr Frank Annoh-Dompreh 10:18 a.m.
Mr Speaker, I rise to make this profound Statement in recognition of the hard work of three prominent Ghanaians who have distinguished themselves in the study of climate change and its related issues, as well as researching into finding possible solutions to their rather harsh effects on livelihoods.
Mr Speaker, Dr Adolf Acquaye, Dr Joseph Ekow Essandoh-Yeddu and Dr Lawrence Agbemabiese, all renowned Ghanaian icons in this particular field, have been appointed to the Working Group III of the Intergovernmental Panel on Climate Change (IPCC), from 2018 to 2021.
These three prominent Ghanaians were appointed among 229 scientists, academics and professionals globally for the IPCC's Working Group III and that is commendable. It is a great feat achieved and worth celebrating.
Mr Speaker, news has it that Dr Acquaye and Dr Agbemabiese would respectively work as Lead Authors for the “Industry Chapter” and Innovation, Technology Development
Mr Kwame Govers Agbodza (NDC — Adaklu) 10:28 a.m.
Mr Speaker, I thank you for the opportunity to contribute to the Statement prepared by Hon Annoh-Dompreh, which was read by Hon Dr Okoe Boye.

Mr Speaker, the effect of climate change is here with us, and I wonder if there are any more signs that need to be shown to us before we act. I have always asked this question -- in our part of the world, indeed, the effect on us shows, but the bulk of activities that cause climate change do not happen here in Africa. Indeed, I acknowledge the fact that when we burn down forests and our crude methods of farming would damage the climate.

Mr Speaker, but Africa is not even yet industrialised and we are all calling for industrialisation, which indeed would partly affect the way the climate behaves. The question is, should we pause our quest to industrialise or are there sustainable ways industrialise without damaging the environment?

Mr Speaker, I have heard many times that the United Nations and others have called upon us to do whatever we could to mitigate climate change. But I am yet to see what the United Nations or the world has put forward in terms of helping us fulfil our desire to industrialise and, at the same time, to do it in a sustainable way.

I do not know what else the world expects of African countries. We are not industrialised; the number of cars in the whole of this country is less than the number of cars in one city in developed countries.

Mr Speaker, left to me alone, I would have said that we should all industrialise and when we get to the peak, then we would negotiate our way down in terms of how we could

reduce climate change. If I had my way, Africa and Ghana will still industrialise irrespective of what the consequences would be.

When we are at the same level with other industrialised countries, we could all say that indeed, where we have reached is problematic. Here we are, and everything we use in this country is, more or less, produced somewhere else.

So I believe that our Government should take this thing seriously; but in the quest to fulfil or to be seen as good citizens of the world, we do not sign up to things in terms of climate change that actually reduce or prevent us from industrialising our country.

Mr Speaker, secondly, issues about sustainable ways of agriculture and other things, in my view, are no longer about climate change. It is common sense. If somebody needs to cultivate a piece of land and could effectively cultivate a portion without burning the entire area down, I think it is a good thing. Today, we already have issues with power generation.

If we could develop systems, and use less energy in the way houses are built and the way we organise our societies, that makes economic sense. If a person's house does not need all the power to cool it down in the afternoon, I think it makes savings to the person. It is not about climate change; it is something that we should aspire to do.

Mr Speaker, sadly, I do not see this country and its citizens acknowledge it much. Today, we see people interested in having a tall-glass building in the middle of the city to show that the country is civilised.

We never consider whether we really need to live in a glass house to be seen as civilised. [Interruption.] No, we do not. Do we need all that light in our rooms during the day to see? No, we do not. There are sustainable ways we could organise our societies to conserve energy and save the planet.

Sadly, it appears what we copy from abroad or elsewhere has blinded our ability to acknowledge the fact that a very nice building in the village -- We could go to the Northern Region, and people would ask why all the buildings are round, or why there are court yard buildings in the Ashanti Region and other parts of the country.

We forget to ask why they were built like that. They were built like that to respond to the climate and society; but today, that is not the case. A building in Accra is not different from a building in Tokyo. So it does not take cognisance of the fact that we have a different culture and climate.

In Ghana, our building regulations today is not fit for the purpose. It is only in Ghana that the external leaf of a building remains 6 inches block from the time I was born till today. It is as if climate change never happened in this country. Whose job is it to review building regulations in the country to reflect what is happening to us?
Mr Kwame Govers Agbodza (NDC — Adaklu) 10:28 a.m.


Why is it possible for somebody to build and because he is rich, he could decide to install 12 air conditioners in the building? It is because he or she can afford it, but the electricity that comes to the house is not his or hers; it belongs to the State, which generates it.

So Mr Speaker, there is a lot we could do for ourselves. Even if we do not consider what the UN says, there is a lot we can do for ourselves to ensure that things are done in a way that preserves our environment and makes our lives better.

Mr Speaker, I believe the Statement is very important. We would not want to see the Government only sign up to climate change agreements and other things, but localise that into the things we do. As an architect, Ghana's building regulation is not fit for the purpose, and the time to act to update that to reflect current trends is now.

Mr Speaker, thank you for the opportunity, and I would urge Hon Colleagues to look critically at the Statement to see how it could be domesticated in our local areas.

Mr Speaker, last two years, I gave a commitment to some people in my community. People in Adaklu used to burn some portions of the Adaklu Mountain for various reasons.

Two years ago, something serious happened. As part of the normal rains, a significant portion fell towards one

of the towns; we were fortunate that it did not get to the town. If we visit the site, we would notice that we were just lucky.

In the past, the areas around the mountain had a lot of trees and grass cover that held the soil together. But because it has been removed, it was opened and the rain caused that level of erosion.

Climate change is real, but we can tackle it; at least, if not for our sake, for the generations after us. I believe every Hon Member of Parliament should make a commitment to what they could do in their local areas to mitigate the effects of climate change.

Thank you very much, Mr Speaker, for the opportunity.
Mr Speaker 10:28 a.m.
Thank you, Hon Member for this rich contribution.
Mr Samuel Ayeh-Paye (NPP -- Ayensuano) 10:28 a.m.
Thank you, Mr Speaker, for the opportunity.
I would take the opportunity to thank the Hon Member for Nsawam- Adoagyiri, Hon Frank Annoh- Dompreh, for the Statement read by Hon Dr Okoe-Boye.
Mr Speaker, every country must take climate change seriously since there is an international convention to which Ghana is a signatory.
Mr Speaker, we seem to ignore one area. As we speak, as a country, we do not have any law that engages
our law enforcement agencies to check emission control.
The Driver and Vehicle License Authority (DVLA) and the National Road Safety Commission do not have emission control devices for the Police to check the emissions that come from our motor vehicles. Certain practices of our mechanics affect the types of emissions from the vehicles used in this country.
Mr Speaker, there is the catalystic convertor, which is a secondary combustion. After combustion takes place in the internal combustion engine, the exhaust system re-burns the exhaust so that what comes out from the engine would not be carbon monoxide, but carbon dioxide.
Mr Speaker, if we travel to other countries, we would see trees planted along major roads. There is a purpose; the trees are there to absorb the carbon dioxide that comes out from our engines. It is important we take a critical look at this to see how best we could do same by planting trees along the major roads of this country, so that the fumes that come out from our vehicles would not affect human beings and the environment.
Mr Speaker, your Committee on Roads and Transport has made a recommendation to the Ministry of Transport to bring the Road Traffic Law back to this House, to make a clause that would engage the DVLA and the law enforcement agency, the Motor Traffic and Transport

Department (MTTD), to get devices that can check emission from our engines.

Mr Speaker, if we go to Abossey- Okai, where these home-used engines are sold, some of the engines have failed the emission test in their home countries. When they are removed, instead of taking them to the dump site for recycling, they import them into this country.

Are we different from those who said the engines do not qualify to produce the emission or the type of fumes that they produce, so they should be thrown out? We also do not have devices to check them, and they affect our environment.

Mr Speaker, on sand winning -- You have been a Ghana High Commissioner to India. You know how land is expensive and precious, and how the people of India, because of their population, cherish land. We are lucky to have land in abundance. What do we do?

Mr Speaker, in modern Ghana, we still fetch fertile sand used by our farmers. We win sand in our various districts. In my district, Ayensuano, most developers in Accra go there to win sand. About 80 per cent of my constituents are peasant farmers.

So, if we fetch sand from the lands that they use for farming, I do not think we are helping the environment. There must be a law that would restrict where sand could be won. It is important we look at it carefully; other than that, it would expose our environment.
Mr Speaker 10:38 a.m.
The Hon Minority Leader will make his contribution and then leave for a meeting, after which we shall continue.
Minority Leader (Mr Haruna Iddrisu) 10:38 a.m.
Mr Speaker, I appreciate your kind and warm words. I thank the Hon Member who prepared the Statement although it was read on his behalf by the Hon (Dr) Boye.
Mr Speaker, we join him in commending those Ghanaians that have been so recognised; Dr Adolf

Acquaye, Dr Joseph Ekow Essandoh- Yeddu and Dr Lawrence Agbe- mabiase. They are Ghanaians, who would serve on the IPCC from the year 2018 to 2021. In doing so, my emphasis is on how prepared Ghana is, and how we are adjusting to climate change as a vulnerable country.

I am told that high temperatures will be experienced in Ghana during the period of 2021, 2050 and 2080 by some research that has been done. 200,000 hectares of the land is likely to be affected by climate change, and even the suitability of weather in cocoa growing areas in the year 2050 is also likely to be affected. The sea surface temperature of Ghana is also likely to suffer as a result of climate change.

Mr Speaker, what we need to do, as a country, is adaptability; how is Ghana preparing to adapt to the impact of climate change? More importantly how do we fund adaptability to climate change? It would require money, and we may look at some ecological, social and economic challenges to responding to climate stimuli. We need to work on it as a country.

So I commend the Hon Member who prepared the Statement, and I also congratulate the recognised Ghanaians.

I wish I was holding today's Daily Graphic, as its front page gives us an indication of what to expect as a country; it reports on plastic waste. Rwanda has it, so why can we not do it as a country? In Rwanda, one dares not enter the country with any plastic

substance; it will not be tolerated or accommodated.

As a country, we need to take a decision on it and how that affects the fertility of our soil, particularly when our economy is agrarian. What will be the impact of climate change on agriculture and on the lives of our farmers and the food that they produce? It is also another thing that we should be looking at.

Mr Speaker, so we commend the Hon Member who prepared the Statement for bringing this to the fore. I believe that the Ghana Meteo- rological Agency (GMA) -- the last time one of our Hon Colleagues raised the point that the reading of the weather should enable one to be able to fly to Kumasi with these domestic airlines.

Sometimes there are delays for one to two hours because the airline operators want to depend on a foreign country to read the weather.

Mr Speaker, I recall when you were the Hon Minister for Communications, -- the GMA had problems with funding because the Ghana Airport Company and Ghana Civil Aviation Authority did not give them their due. Therefore, they cannot purchase the equipment that they need.

The Hon Ministers for Transport and Communications must work at the level of Cabinet, and bring us some memoranda of understanding so that

the GMA could have adequate financing in order to procure equipment.

Mr Speaker, even flying to Tamale, sometimes, one is held on for one to two hours because of the weather. We rather have to spend than to put our hands on our heads regretting some actions or accidents as a result of our inability to read the weather.

My final comment is on how the United States of America (USA) relates to the Paris Agreement (Accord de Paris); it does not warm the hearts of many, particularly their contribution to global emissions. It is significant yet, there is no commitment from the USA on this matter.
Mr Speaker 10:38 a.m.
Thank you very much, Hon Minority Leader.
Yes, Mr Emmanuel Marfo.
Mr Emmanuel Marfo (NPP -- Oforikrom) 10:38 a.m.
Mr Speaker, thank you very much for the opportunity to comment on the Statement that has been made, and to join hands in congratulating Dr Acquaye, Dr Essandoh-Yeddu and Dr Agbem- abiase for their appointments to the
IPCC.
Mr Speaker, this is exciting because, even though Africa contributes less to global emissions, we are likely to be greatly impacted by climate change.
Mr Clement K. Humado (NDC -- Anlo) 10:48 a.m.
Mr Speaker, thank you for the opportunity to also contribute to

the Statement read by Hon Okoe Boye on behalf of Hon Annoh- Dompreh, Hon Member for Nsawam-Adoagyiri.

First of all, I would like to express my gratitude to the United Nations for appointing our Ghanaians to the high office within the United Nations Environmental Programme (UNEP).

Mr Speaker, I think that Ghana has been at the forefront of climate change over the years and we have participated in almost all the climate change programmes that have been organised, especially for the conference of parties.

Mr Speaker, the Nationally Determined Contributions shows the determination and commitment of Ghana through the Ministry of Environment, Science, Technology and Innovation that we are ready to cooperate with the global institutions and the world to reduce global warming.

Under the commitments, we have 31 adaptation and mitigation measures

that we have spelt out, and we have expressed our commitment that we would work assiduously and contribute towards reducing global warming in the world.

Mr Speaker, just a few days ago, we ratified the Kigali Amendment which is part of the Montreal Protocol and that shows our readiness to go along with the rest of the world on actions that are required to reduce global warming.

Mr Speaker, this ratification by us was under one of the Nationally Determined Contributions which is called the Green Cooling Africa Initiative. Mr Speaker, that is where we are determined to phase out those ozone depleting substances in Ghana; a new list has been added to the original list of gases that Ghana has determined to control through its industries.

Mr Speaker, through the Ministry of Environment, Science, Technology and Innovation we have worked in various areas to ensure that we participate actively in climate change. We already know the effects of climate change on agriculture and how it is affecting planting dates.

The weather is no more the same, and the normal planting dates that our farmers are used to are not the same, and this distorts the whole agricultural calendar which affects productivity.

Mr Speaker, we know that climate change is causing floods and sometimes droughts and because of global warming, it has resulted in
Mr Clement K. Humado (NDC -- Anlo) 10:48 a.m.


greater incidents of pests and diseases for agriculture.

Mr Speaker, I know that the Ministry of Environment, Science, Technology and Innovation is up to the task; they have various Directorates that are working very hard to ensure that we comply with the international Protocols under climate change.

I could only commend them and to ensure that the Nationally Determined Contributions, that is the paper that they have submitted to the United Nations as our commitment to ensure that we participate fully in the global climate change projects, would be complied with.

Mr Speaker, I also wish to commend the Hon Minister for Environment, Science, Technology and Innovation -- I am a member of the Committee on Environment, Science and Technology, therefore I am aware of the great efforts that the Ministry is doing.

Therefore I would use this occasion to commend them to implement the Nationally Determined Contributions Report to the letter and to also set up the monitoring and evaluation mechanisms to monitor progress and to report to Parliament accordingly.

Mr Speaker, with these few words, I support the Hon Member who made the Statement and I would urge the House to do same.
Mr Alexander K. Afenyo- Markin (NPP -- Effutu) 10:48 a.m.
Mr Speaker, let me commend the Hon Member who made the Statement for bringing this all important issue to our attention and for us to make inputs.
Mr Speaker, at the risk of being repetitive, let me reiterate a point made by the Hon Member who made the Statement per paragraph 8 on page 3 of the Statement. Mr Speaker, I beg to quote:
“Climate Change is no longer some far-off problem; it is happening here, it is happening now.” “Climate change has come to stay. The only options available to us are to adapt by being conscious of this phenomenon or finding ways of mitigating its effect. Maybe, we have to stop relying on the Government and rather take personal initiatives in sustaining our environment. Maybe, acting more and talking less will help.”
Mr Speaker, this is a quote from the former President of the United States of America, Mr Barack Obama. Mr Speaker, at this point, it is important to acknowledge the fact that Ghana is no exception to the adverse effects of human activities, and for that matter, industrialisation on our environment.
Mr Speaker, but as a country, are we ready to support governmental action and bold national initiatives devoid of partisan considerations? In my view, the call on us to join in the debate and make meaningful
contributions also requires from us the need to look at the national interest.
There is no doubt that on this Floor that we all have shades of opinions; the Majority Side and the Minority Side may not have the same ideological points of view. Mr Speaker, but when it comes to some national issues, then it is important that as politicians, we should come to some kind of consensus.
Mr Speaker, I say so because steps which will be taken to address these would have some economic effects on the citizenry and it may have political consequences, but if we are able to demonstrate some consensus on the matter, then the populace and electorate out there would not make it a partisan or political issue.
Mr Speaker, in our recent history, a bold decision had been taken to address issues regarding irresponsible conduct of our drivers on our roads; people were being arrested, prosecuted and so on.
Not too long, it became a political issue, and today, we are crying about the numerous accidents on our roads, which is leading to high death tolls. If we have followed that principle that if a person drives recklessly and does not obey traffic regulations, then that person would be fined or jailed, today there would have been higher discipline.
As citizens, we have failed the nation, and we are crying and reading
Mr Alexander K. Afenyo- Markin (NPP -- Effutu) 10:58 p.m.


Mr Speaker, this is because, I have said this before, and I am repeating it. Seeing the cost of treatment at Ghana Water Company Limited is scary all because our water bodies are drying up. Today, I have read in the newspapers that part of the country would not get water.

It is not because we do not have money to treat water, but because the water bodies are drying up. Mr Speaker what caused this? We are the cause. Are we ready to support our government?

My respected Colleague, Hon Kwame Agbodza, in his submission called on MPs to make efforts in their various constituencies. My respected Colleague, the Hon Minority Leader also said that Rwanda has been able to do it, so why are we not doing it?

Mr Speaker, this is not rhetorical. It is a call for action, but are we all ready to go the Rwandan way? The Rwandan way is to take politics out of it; being ready to protect the environment; make resources available for future generations and not
Mr Alexander K. Afenyo- Markin (NPP -- Effutu) 10:58 p.m.
to get into petty politics because by unduly criticising, they get advantage to access power. That approach by us where we get petty on all matters would not project the kind of future we want for Ghana.
Mr Speaker, our cocoa farmers must be made to understand that cutting down their cocoa for galamsey activities would affect the environment and the economy. Those who are in the timber business and who are engaged in illegality must understand that felling of trees illegally without licence would affect the environment and the economy.
So if a policy is being implemented, somebody should not say that when he comes to power, he would encourage people to fell more trees or would not unduly chase them. Those in charge of that must be told to stop.
But if we agree that this is bad and, it would affect us, then there must be consensus on that.
Mr Speaker, with these, I am sure we would not come here lamenting and complaining. I would conclude by calling on my Hon Colleagues to support the Government in fighting against galamsey. I would call on my Hon Colleagues again to support Ghana Water Company Limited in fighting all those who are destroying our water bodies.
I am calling on my Hon Colleagues in their constituencies because if you do not get water in your constituency,

we would be up in arms against Ghana Water Company Limited and the Government.

Mr Speaker, my respected Colleague, Hon Ato Forson, in a debate on one of the heated days on this Floor said that we have invested not less than GH¢2 billion in the water sector alone. That is true, perhaps more. But are we able to provide sufficient potable water for our people? No.

So we set up the treatment plant, but we are unable to distribute. We are unable to supply regularly; we ration water. Because of that, we are even treating sea water that is desalinated at a very high cost, when we have water in abundance.

Mr Speaker, so my Hon Collea- gues who know that water is life must support this Statement. It is not the rhetorics. They should pay heed to the realities; take partisan politics out so that this country would win that war against climate change as we move on.

Thank you, Mr Speaker.

Mr Speaker, the pastor, Hon Adjoa Ntoso, is intimidating me.

Mr Speaker, when I am on my feet --
Mr Speaker 10:58 p.m.
Hon Member, you have thanked me already.
Mr Afenyo-Markin 10:58 p.m.
Mr Speaker, I have thanked you, but she is disturbing me. [Laughter.]
Mr Speaker 10:58 p.m.
Hon Member, thank your very much.
rose
Mr Speaker 10:58 p.m.
Hon Annoh- Dompreh, your views have been captured in your Statement. [Laughter.] Get that very clear before we make another step. Your views have been hansardised by the end of the reading. You would not have a double bite at the cherry. It is something I do not allow. Get that very clear.
Leadership, you may decide on the last presentation without Hon Annoh- Dompreh.
Mr Ahmed Ibrahim (NDC -- Banda) 10:58 p.m.
Mr Speaker, thank you very much for the opportunity to make some few comments on the Statement.
To begin with, I cannot proceed without commending the Hon Member who made the Statement for bringing this to the attention of the House. Mr Speaker, we are talking of the issues of climate change.
Mr Speaker, over the weekend, I was in the constituency. You need not to be told, and we need not to leave in the glorious past. Especially, Kumasi used to be called the garden city. Where is the garden city of yesterday? The trees are no more.
Mr Speaker, just a walk on the official buildings in the colonial times and even just recent past would reveal that planting trees in the official areas was a priority. All those trees are now
cut. It is only few places like the precinct of Parliament that you would see the trees that were deliberately planted by our immediate past officials.
Mr Speaker, planning of our cities, localities and planning of our government buildings are now done without deliberate efforts to take into consideration ventilation as well as tree planting. We are putting air conditions in almost every building. Meanwhile we are the same people struggling with how to generate power for all those air conditions being fixed.
When there is power outage, it is difficult to live even in the buildings we are putting up. If that is happening today, one could imagine what is likely to happen in the near future, five or ten years' time.
Mr Speaker, we are quick to domesticate international conventions. Domesticating them becomes a problem. Climate change is not foreign. That is why I started by commending the Hon Member who made the Statement by bringing it to the attention of us. Charcoal burning is now the order of the day. Bush fire is the order of the day.
Mr Speaker, if we are doing this, and we are thinking that the issue of climate is foreign to happen in our country,then we might be deceiving ourselves.
It is in that vein that I commend governments in the exercise of reforestation and tree planting.
Mr Ahmed Ibrahim (NDC -- Banda) 11:08 a.m.
Mr Speaker, if you consider the number of people who are engaged in this exercise of tree planting and you ask yourself where the trees would be planted, it is better we zone the country to determine agricultural land where food crops would be planted, an area where trees would be planted and an area where cash crops would be planted.
The haphazard proliferation of just buildings without even consideration of the laws we have passed here like the Land Use and Spatial Planning Law are all issues of climate change that would negatively impact on the future generation.
Mr Speaker, so any issue that has to be done with climate change is something that we have to take very seriously.
It is not for nothing that these trees are here. It is not just for beautification. They provide oxygen as well. Mention was made of the Ghana Meteorological Agency.

Mr Speaker, successive govern- ments have made efforts to give them equipment to give predictions of the weather accurately, but it is still not well with them. They still have issues with the Ministry of Transport and the Ministry of Communications that they have to iron out to make sure that we take into consideration the issues of the Ghana Meteorological Agency if climate change has to be fought.

Mr Speaker, finally, the aging nature of the staff of the Ghana Meteorological Agency is something that the nation has to take seriously. They do not have the needed skills to go on with their activities, and therefore, Government must consider giving scholarships to the young, energetic and talented youth who are interested, to go and learn in that direction.

If all those things are taken into consideration and we all take the issue of climate change very seriously, the future would be very good for our country Ghana. If not, and we think that because we are not highly industrialised, climate change would happen only in the developed countries and not here, then we may be deceiving ourselves.

It is on this note that I am calling on all of us to take the exercise of tree planting very seriously. We should not be living in the past by calling ourselves the garden city, a place where trees are well planted, where even the trees that were planted by our forefathers are now cut without considering planting some.

Mr Speaker, with these few comments, I thank you for the opportunity. I thank the Hon member who made the Statement once again for bringing this to the attention of the House.
Mr Speaker 11:08 a.m.
Thank you very much, Hon Minority Whip.
Yes Majority?
Mr Moses Anim (NPP -- Trobu) 11:08 a.m.
Mr Speaker, thank you for the opportunity to contribute to the Statement made, and also to associate myself with all the good comments that my Hon Colleagues have made so far by identifying the causes, and also churning out solutions that together we can implement to first, prevent the occurrence and also reduce the negative impact on us.
Mr Speaker, you would remember that at the Commonwealth Par- liamentary Association (CPA) meeting, the issue was mostly on what individual countries can do to prevent climate change, not to speak so much about what other world bodies and other countries can do; but Africa as individual states and people, what are we doing to encourage the prevention of climate change?
Mr Speaker, I would like to expand the discussion to a point where the effect of climate change causes vulnerability in persons and therefore people can be exploited into what is called modern slavery.
Mr Speaker, the moment there is climate change, an agrarian country like us, may not be getting the necessary output that the cocoa farmer is expecting. It means that job creation would not be there. We are creating vulnerability in terms of not getting a productive environment for our people.
What it means is that people can be exploited into modern day slavery such as forced labour, prostitution, domestic servitude, child labour, et cetera.
Recently in Nepal where they had the earth tremor, the United Kingdom had to send £33 million to ensure that people who were being displaced would not be exploited.
Exploitation in terms of modern slavery has become a very big business churning out almost US$150 billion worldwide, and therefore individuals are all over the place taking our citizens out of this country to go and exploit them.
As much as we allow climate change to happen and we allow the negative effects to come, what it means is that we are throwing our people to be sold vulnerably.
Mr Speaker, for instance, if we are not able to bring irrigation up to where it should be so that we can increase productivity in the agricultural sector, if we continue with these galamsey activities; deplete and destroy our lands, if we continue to throw our plastics into drains and create more expenditure for Government -- today, you put up drains and they are so filled and stilted that the running surface water that run over the roads, which are supposed to have a shelf life of ten years, would not have it.
They would have five years. We go back and spend the same money on the same roads.
Mr Moses Anim (NPP -- Trobu) 11:08 a.m.


So what we are doing to ourselves in this and other countries is that, we are creating the effect of climate change, its impact on our people and throwing our people to be sold vulnerably and to be exploited.

Mr Speaker, we want to sustain agriculture, meanwhile we are burning our vegetation. We are cutting down our trees and not replacing them adequately. Are we really serious about reforestation? How are we sustaining reforestation with the steps that we have taken so far? Are we engaging our people to own the trees that they are planting?

Are we teaching our school children that if the last tree dies, the last person also dies, so that they would also have that commitment and attitude to own the trees that they plant?

We have lost all the green belt. I am told most of the planning in this country was done during Guggisberg's time. Nkrumah continued, and successive governments have also continued. Places that were left for green belts have all been used for residential purposes.

I know from Taifa junction up to Paramount Hotel, 500 metres into Dome up to Taifa junction was supposed to be a green belt, and this highway that was created was down planned by Guggisberg. What have we done to it? We have created residences and lost all those trees.

Mr Speaker, My concern is how we are putting our people into a vulnerable situation to be exploited. Let us all come together as a country. The other side of it is that when one country is not doing its part, because it is a globalised issue, we are affected.

It is therefore important that as much as we canvass for individual states to play their part, it should be collective, so that the collaboration among all of us within and outside Africa -- we would do our best such that we can reduce and prevent this climate change, and if each of our attitudes is increasing the negative aspects of climate change, we need to solve it.

As countries, we need to be bold and move on and make sure that we prevent this climate change that is causing a lot of trouble for us.

Mr Speaker, I thank you for the opportunity to comment on the Statement, and I commend the Hon Member who made the Statement.
Mr Speaker 11:08 a.m.
Thank you very much.
This Statement made by the Hon Annoh-Dompreh is referred to the Committee on Environment Science and Technology for further considera- tion and report, and to include matters of plastic waste, galamsey, tree planting and afforestation, water treatment and other recognised abuses that this House has debated upon.
Hon Members, at the Commen- cement of Public Business, item listed 4 -- Presentation of Papers.
Item numbered 4 (a), Minister for Trade?
Mr Nyindam 11:08 a.m.
Mr Speaker, with your leave, the Hon Deputy Minister would present the Paper on behalf of the Hon Minister.
Mr Speaker 11:08 a.m.
Is the Hon Deputy Minister in the House?
Hon Deputy Minister?
PAPERS 11:18 a.m.
Mr Speaker 11:18 a.m.
Hon Members, we would move on to Paper numbered 4 (b), by the Hon Chairman of the Committee.
Dr Mark Assibey-Yeboah 11:18 a.m.
Mr Speaker, the item listed 4 (b) is not ready.
Mr Speaker 11:18 a.m.
Hon Members, we would move on to Paper numbered 4 (c).
Mr Nyindam 11:18 a.m.
Mr Speaker, that item is also not ready, but with your leave, we may move on to the Motion numbered 7.
Mr Speaker 11:18 a.m.
Hon Leader, is item numbered 5 not ready?
Mr Nyindam 11:18 a.m.
Yes, Mr Speaker.
Mr Speaker 11:18 a.m.
But of course, with that, Motion numbered 6 also goes, but Motion numbered 7 is ready.
Hon Members, what strategies are we going to adopt, so that the relevant papers and documents would be ready?
Yes, Hon Majority Whip, I am addressing this to you.
Mr Nyindam 11:18 a.m.
Mr Speaker, sorry, I did not hear you.
Mr Speaker 11:18 a.m.
We are flipping through items, so what shall we do to ensure that they are ready for appropriate deliberation?
Mr Nyindam 11:18 a.m.
Mr Speaker, we expect to take Papers numbered 4 (c) and (d) tomorrow, but I am yet to confirm with the Hon Chairman of the Finance Committee on Paper numbered 4 (d). However, I am sure that tomorrow we should be able to do Papers numbered 4 (c), (d) and maybe (b).
Mr Speaker, as at now, the Motion numbered 7 is ready --
Mr Speaker 11:18 a.m.
Hon Leader, we know, but I was just asking for you
Mr Nyindam 11:18 a.m.
Thank you, Mr Speaker.
Mr Speaker, with your leave, the Hon Deputy Minister for Finance would move it on behalf of the sector Minister.
Mr Speaker 11:18 a.m.
Hon Deputy Minister, please, you may go ahead.
BILLS -- SECOND READING 11:18 a.m.
Chairman of the Committee (Dr Mark Assibey-Yeboah) 11:28 a.m.
Mr Speaker, I beg to support the Motion and in doing so, I present your Committee's Report.
Introduction
The State Interests and Governance Authority Bill, 2019 was first presented to Parliament and read the first time on 8th March, 2019.
Mr Speaker referred the Bill to the Finance Committee for consideration and report in accordance with the 1992 Constitution and the Standing Orders of Parliament.
The Committee met with the Deputy Ministers for Finance, Hon Kwaku Kwarteng and Hon Abena Osei-Asare, and officials from the Ministry of Finance, the Attorney- General's Department and the State Enterprises Commission.
Documents Referred to
The Committee referred to the following documents in order to consider the Bill:
1. The 1992 Constitution;

2. The State Enterprises Commission Act, 1987

(PNDCL 170);

3. The Divestiture of State Interests (Implementations) Act, 1993 (PNDCL326); and

4. The Standing Orders of Parliament.

Background

Since 1959 Ghana's legal framework which governs state- owned enterprises has undergone extensive reforms in pursuit of making these enterprises effective and more relevant within the economic development agenda.

Despite these reforms, the performance of state-owned enter- prises has been constrained by issues of liquidity, capitalisation and indebtedness, compounded by poor governance practices and perceived fragmented oversight by the multiplicity of other government organisations.

Throughout the years, many of the state-owned enterprises have con- sistently underperformed regarding their objectives, while others continue to incur losses.

At the behest of Government, the World Bank carried out an assessment of the corporate governance framework of the state- owned enterprises sector from 2013 to 2015. The assessment sought to

identify the core issues facing the state-owned enterprises in terms of the existing governance and oversight arrangements.

The assessment which focused on thirty-nine (39) wholly-owned state- owned enterprises, revealed an aggregate loss of approximately fifteen million Ghana cedis (GH¢ 15 million) as at the end of the 2012 financial year.

The study further noted that, the uncoordinated oversight of state- owned enterprises by different Government institutions and a lack of clearly defined ownership frame- works accounted for the poor performance of state-owned enterprises.

Another review carried out on four financial and economic regulators and a Trust also revealed that these entities suffered from identical corporate governance challenges mainly in the arrears of transparency and accountability.

It was noted that Government should, therefore, be equally concerned with ensuring good corporate governance of other State entities, especially in view of the role they play within the economy, and shaping industries for development.

Currently, Government has further varying equity interests in over eighty companies, comprising wholly-owned state-owned enterprises and joint venture companies. Majority of the state-owned enterprises operate in critical sectors of the economy

providing vital services, products and employment. They are also important to the management of public finances and more broadly, public policy.

The assessment carried out by the World Bank estimated that the state- owned enterprises sector accounted for about 13 per cent (13%) of the country's Gross Domestic Product (GDP) as at 2012 as well as two per cent (2%) of formal employment.

It is important to underscore that, various reforms have been undertaken over the years to ensure that the interests of the State in these companies are managed prudently.

The legacy debts from the energy sector present a practical example of the huge fiscal burden placed on Government to safeguard the sustainability of the state-owned enterprises and joint venture companies for the public good.

A report on the aggregate performance of state-owned enterprises further reveals that the sector recorded a significant net loss of approximately 1.39 billion Ghana cedis at the end of the 2016 financial year.

In terms of returns on investments made by Government in these entities, available data on dividend payments reveal that only nine companies comprising two state-owned enterprises and seven joint venture companies paid dividends in 2017.

To date, none of Government's interventions to institutionalise effective and efficient oversight mechanisms in State entities has yielded results.

Moreover, the existing oversight framework where the Ministry of Finance, the Sector Ministries, the State Enterprises Commission, the Controller and Accountant-General's Department and the Divestiture Implementation Committee, among others, play various oversight roles, makes it difficult for Government to effectively manage and monitor the affairs of state-owned enterprises and joint venture companies in which the state has interests.

In response to the foregoing concerns, Government intends to adopt the model of a single entity to improve the existing legal framework for state-owned enterprises and other entities in which the State has an interest.

This approach will enable Government harmonise guidelines and policies to oversee and administer the interests of the State held by state- owned enterprises, joint venture companies and other entities in which the State has an interest and establish an efficient corporate governance regime applicable to all the entities.

Streamlining the existing oversight roles under the cover of a single entity will ensure that different Government institutions such as the Sector Ministries of the various state-owned enterprises, the Ministry of Finance and the State Enterprises Commission do not give conflicting or overlapping directives to state-owned enterprises.

By extension, the oversight of interests of State entities including regulatory bodies, is also intended to increase the accountability of these State entities exponentially in terms of transparency, accountability and reporting.

The establishment of a single entity by an Act of Parliament will enhance co-ordination of the management of State interests and ensure clear lines of accountability from state-owned enterprises, joint venture companies and other State entities to the Government.

Other benefits include stronger fiscal risk management through the systematic monitoring, identification, assessment and mitigation of potential fiscal risks from state-owned enterprises and other State entities.

Invariably, the oversight and gover- nance would boost performance or profitability of the entities and ultimately lead to increase returns to the State in the form of dividends or surpluses.

Object of the Bill

The purpose of the Bill is to establish a State Interest and Governance Authority to oversee and administer the State's interests in state-owned enterprises, joint venture companies and other entities in which the State has an interest and further, to ensure that these entities adhere to good corporate practices to promote growth of industry and commerce.

Structure of the Bill

The Bill is divided into thirty-eight (38) clauses.

Clause 1 of the Bill deals with the application of the Bill and indicates the specified entities to which the Bill applies, namely state-owned enterprises, joint venture companies and any other entity in which the State has an interest.

Clauses 2 to 4 provides for the establishment of the State Interests and Governance Authority. Clause 2 establishes the Authority as a body corporate with perpetual succession.

The objects of the Authority are specified in clause 3 to include the promotion of efficient or profitable operations of specific entities; ensuring that specified entities adhere to good corporate governance practices; and overseeing the interests of the State in the specified entities.

The functions of the Authority which emanate from the objects of the Authority, are provided for in clause

4.

Clause 5 provides for the governing body of the Authority. The members of the Board are to be appointed by the President in accordance with article 70 of the Constitution.

Clause 6 enumerates the functions of the Board. The Board is responsible for the strategic direction and policies of the Authority as well as the promotion and enforcement of a Code of Corporate Governance that sets out the principles and
Chairman of the Committee (Dr Mark Assibey-Yeboah) 11:28 a.m.


standards for good governance of the Authority and specified entities.

The duties and liabilities of members of the Board are spelt out in clause 7. A member of the Board is under the same fiduciary duty as a Director of a company incorporated under the Companies Act of 1963 (Act 179). Clause 7 applies to all specified entities.

Standard provisions on tenure of office of members of the Board, meetings of the Board, disclosure of interest, and establishment of committees are provided in clauses 8, 9, 10 and 11.

Clause 12 establishes a Manage- ment Committee which is answerable to the Board for the technical operations of the Authority. The Committee comprises the Director- General, the General Managers and the heads of divisions of the Authority as the Director-General may determine.

Clauses 13 and 14 provides for allowances and Ministerial directives.

Clause 15 empowers the Board, on the recommendation of the Director-General, to establish divisions of the Authority necessary for the effective performance of the functions of the Authority.

Clause 16 provides for an Internal Audit Unit in accordance with section 83 of the Public Financial Manage- ment Act of 2016 (Act 921).

The appointment and functions of the Director-General are specifically dealt with in clauses 17 and 18.

Clause 19 provides for the appointment of two General Managers by the President in accordance with article 195 of the 1992 Constitution. A General Manager is to hold office on the terms and conditions as specified in the letter of appointment.

The General Managers appointed are to be responsible for Operations; and Finance and Administration as captured in clause 20. In addition, a General Manager is to perform any other functions assigned by the Director General or the Board.

Clause 21 provides for the Secretary to the Board who must have a professional qualification or a tertiary level qualification with the requisite knowledge and experience.

The clause enumerates the functions of the Secretary which include arranging the business of the Board; keeping the minutes of meetings and decisions of the Board; and the performance of other functions that the Board or Director- General may direct.

Clause 22 deals with the appoint- ment of other staff.

Clause 23 to 28 cover matters related to finances. Clause 23 empowers the Authority to monitor specific entities to ensure compliance with the Act and the Regulations; and to charge a monitoring fee for this. The monitoring fee is expected to be

paid not later than 31st March of each year of activity.

Clause 24 enumerates the various categories of moneys that constitute the funds of the Authority.

Clauses 25 and 26 provides for the bank account and expenses for the Authority respectively.

Standard provisions on accounts and audit annual reports are provided for in clauses 27 and 28 respectively.

Clauses 29 to 38 covers mis- cellaneous matters. Clause 29 establishes a register for the record of all specified entities. The Authority is responsible for the register which is to be opened to the public for inspection of payment of the prescribed fee. The Director-General is required to publish annually the list of specified entities as contained in the register.

Clause 30 provides for the Annual Stakeholder Meeting of the Authority to create a platform for stakeholders and the Authority to confer on matters of common interest.

Clause 31 requires the Authority to furnish all state-owned enterprises, joint venture companies and other State entities in which the Government has majority shares with guidelines in respect of their operational proce- dures.

Furthermore, the Authority is empowered to issue a Code of Practice for specified entities. The

guidelines and Codes of Practice are to be published on the website of the Authority.

Clause 32 places an obligation on each specified entity to submit to the Authority without delay information, data, statements and reports required in the form and manner determined by the Authority.

Clause 33 empowers the Minister, in consultation with the Board, to declare by notice published in the Gazette an entity in which Government has an interest other than a state-owned enterprise or joint venture company as a specified entity.

Specified entities which fail to comply with the guidelines, the Codes of Practice and periodic reporting requirements are obliged to pay administrative penalties in clause 34.

Clause 35 makes provision for the Minister to make Regulations, by legislative instrument, on the advice of the Board.

Clause 36 provides for the interpretation of some of the words and expressions used in the Bill.

Clause 37 makes provision for the repeal of the State Enterprises Commission Act of 1987 (PNDCL 170) and the Divestiture of State Interest (Implementation) Act, 1992

(PNDCL 326).

Clause 38 makes provision for transitional matters occasioned by the repeal of the State Enterprises Commission Act of 1987 (PNDCL

170) and the Divestiture State Interest (Implementation) Act of 1993

(PNDCL 326).

Observations

Need for the Bill

The Committee was informed that the Bill seeks to reform the governance structure of all state entities because none of the interventions of Government to help streamline the operations and activities of the State entities have had the intended impact.

As a result, Government has resolved to adopt the single entity model to help harmonise guidelines and policies to oversee and administer entities which the State has interest as well as state-owned entities.

The model would involve the establishment of an Authority to enhance co-ordination in the management of State interests and ensure a clear line of accountability from state-owned enterprises and other State interests.

It is expected that this would boost performance and enhance the profitability of the entities. It is expected that this would ultimately lead to increase returns to the State in the form of dividends and surpluses.

State Entities covered under the Bill

The Committee was informed that the Authority envisaged would oversee
Mr Alex Adomako-Mensah (NDC -- Sekyere Afram Plains) 11:28 a.m.
Mr Speaker, I rise to support the Motion and in doing so, I would like to make a few remarks.
Mr Speaker, the significance of SoEs to the country's economic growth cannot be underrated if effectively managed. For SoEs to become viable, the microeconomic fundamentals should be strong, and the regulatory and legal framework should be adequate to facilitate good governance.
Mr Speaker, SoEs have been and continue to be at the heart of the production and delivery of major public infrastructure and services. The purpose of the Bill is to ensure that these entities adhere to the good corporate practices to promote the growth of industry and commerce.
The single entity would ensure coordination and the management of State interests and a clear line of accountability. Many of our SoEs generate low or negative revenues in spite of the capital injection in their operations. Some of the SoEs suffer from identical corporate governance challenges in the areas of transparency and accountability.
Mr Speaker 11:28 a.m.
I will take another contribution from my right and, then, Leadership. This is a unanimous Report and if anybody wants to contribute, he may contact his Hon Leaders.
Mr Anthony Effah (NPP -- Asikuma/Odoben/Brakwa) 11:38 a.m.
Mr Speaker, I also rise to contribute to the Motion before us.
Mr Speaker, in making this presentation practical, I looked at the State Enterprises Commission's website and identified what the SoEs are. I would like to mention just a few so we see the importance of the SoEs to economic development.

Mr Speaker, under the Engineering Services, I identified Ghana Grid Company Limited (GRIDCo), Architectural and Engineering Services Limited (AESL) and Ghana Meteorological Agency (GMA).

Under the Ministry of Energy, obviously, we have the Power Distribution Services (PDS) or previously, Electricity Company of Ghana (ECG); we have Ghana National Petroleum Corporation (GNPC), Ghana National Gas Company Limited (Ghana Gas), Tema Oil Refinery (TOR), Bulk Oil Storage and Transportation Company Limited (BOST) and Volta River Authority (VRA).

Mr Speaker, looking at the agricultural sector, we have the Ghana Cocoa Board (COCOBOD), Ghana Irrigation Authority (GIA) all being SOEs.

Under the Ministry of Transport, we have Ghana Civil Aviation Authority (GCAA); the Ghana Ports and Harbours Authority (GPHA), and Ghana Airports Company Limited

(GACL).

Under the National Media Commi- ssion, we have Ghana Broadcasting Corporation (GBC), Ghana News Agency (GNA), Graphic Com- munications Group Limited (GCGL), New Times Corporation (NTC) and several others.

We also have many in Information and Media Relations sector. All these are subject to different oversights by sector Ministries; by the Ministry of Finance or other State Agencies.

What is lacking is the kind of collaboration between these oversight institutions. Therefore the various SoEs seem to have conflicting instructions from the various authorities.

Mr Speaker, this Bill seeks to have a single entity model to bring oversight of all these SoEs under one law and to harmonise guidelines and policies that would regulate these various SoEs so that we have consistency in policy and guidelines.

Mr Speaker, the establishment of the Authority would also improve on our corporate governance regime in the various specified SOEs. Once we have one oversight institution, it would improve and also streamline the various oversights from the various institutions.

Mr Speaker, the whole idea of this regulatory framework is to increase accountability of these enterprises and also, to improve transparency and reporting. Other benefits that this Bill

seeks to achieve is that, we would now be able to benefit from stronger fiscal risk management through regular monitoring, identification of risks, assessment of risks and also, to proffer some mitigation measures that would limit the extent of losses that these companies make.

Mr Speaker, we anticipate that, a common oversight authority would boost the performance of these SOEs. We are hopeful that, once these SOEs are properly supervised by the new institution, we should be able to have better returns for Government in terms of profitability and maybe provision of strategic services to other beneficiaries or users of these services.

Mr Speaker, with these few words, I would like to support the Motion that we pass this Bill.

Thank you very much, Mr Speaker, for the opportunity.
Mr Richard Acheampong (NDC -- Bia East) 11:38 a.m.
Thank you very much, Mr Speaker. I rise to support your Committee's Report.
Mr Speaker, the concept of bringing the State-owned Enterprises under one umbrella to fight for efficiency, increase productivity and profitability is something all of us must support. If we look at page 3 of your Committee's Report, a study conducted indicated that, by the end of 2016, the State Agencies ran into loss of GH¢1.39 billion.
Mr Richard Acheampong (NDC -- Bia East) 11:38 a.m.
Mr Speaker, these are agencies
that are calling for better conditions of service, meanwhile, nobody is talking about productivity. Better conditions of service hinges on productivity, hence, profitability. So we need to bring these agencies under one canopy so that we would ensure there is efficiency and delivery.
Mr Speaker, as we speak, we have recognised 39 of SOEs in this country but there are several of them that Government has invested in but it is not even aware of. So we are putting in place this legal regime to identify the SoEs so that there could be efficiency in managing them.
Mr Speaker, the political interference is also one of the challenges that we need to deal with because Government appoints Board Chairpersons and the same Govern- ment would appoint Chief Executive Officers (CEOs). Recently, we heard what happened between the Board Chairman and the CEO of GNPC because of conflict. Each one is trying to assume certain powers that they do not even have.
But because the Board Chairman was appointed by the President and the CEO was also appointed by the President, it brought conflict and we all heard of it. This does not sit well with us.
Mr Speaker, the most important thing is every year, these SoEs sign performance contracts with Govern- ment and this function is graced by

no less a person than the President. We review the performance contract every six months.

So if one signs a performance contract with Government to deliver A, B, C, and D and at the end of the year one is not able to deliver, there should be sanctions; but we leave them off the hook and come back to complain that they are not performing; there is no efficiency; meanwhile, we are making investments in these agencies.

Mr Speaker, last week, your Committee on Employment, Social Welfare and State Enterprises met with the State Enterprises Commission and other State institutions. Mr Speaker, as I speak, VRA is owing Ghana Gas about US$735 million; GNPC is also owing VRA.

As I speak, VRA is using gas from Ghana Gas but they are not paying for it. So in this case, do we expect the power to stay on?

The challenges we have today are as a result of non-payment of gas consumed from Ghana Gas. Here, we are still complaining that there is no gas. By the end of 2016, ECG made a profit, but from 2016, 2017 to 2018, they ran at a loss.

It is projected they would incur a debt of GH¢2billion in 2018. So if there is no efficiency and we keep investing in these SoEs and the CEOs are at post collecting their salaries —

Mr Speaker, in 2015, ECG incurred debt, meanwhile, they paid bonuses to their workers. On which

basis did they pay the bonuses? Bonuses are paid based on profitability. How do we then pay bonuses and incur losses? We were told that they paid the bonuses in order to motivate the workers to do more. It is neither here nor there. So this is a very good call to put in place a legal regime to at least, ensure that our SoEs perform efficiently.

Mr Speaker, the oversight responsibility — Government must be responsible and disciplined because if, by the end of the day, Government would not pay its debt to ECG, VRA and other actors, this law would be passed but we would not get a meaningful benefit from it.

So we would waste our time; sit here and pass the law but the implementing agencies must be disciplined, so that by the end of the day, Ministry of Finance would pay its debt to GNPC; VRA would pay its debt to Ghana Gas; ECG would also pay its debt so that consumers would get power; and this kind of dumsor that we are witnessing would be a thing of the past.

Mr Speaker, we are witnessing dumsor but the people are not telling us the truth because there is a debt that they are all dealing with.

Mr Speaker, on this note, I would call on Hon Members to support this Bill but the Executive must also walk the talk so that they would implement the Bill to the letter —
Mr Speaker 11:38 a.m.
Hon Member, are you leaving out Parliament?
Mr Richard Acheampong 11:38 a.m.
Mr Speaker, no. -- [Laughter.]
So Mr Speaker, I would conclude on this note and call on Hon Members to support the Bill.
Thank you very much.
Mr Speaker 11:38 a.m.
I asked that because we also have a responsibility under the Constitution. So as we talk about others, we want to also sharpen our own tools.
Hon Majority Leadership? [Pause] --
Well, Hon Afenyo-Markin, your Leader called you; I would not have called you because you had a bite already -- but if your Leader points you, then, you have two minutes.
Mr Alexander Kwamena Afenyo-Markin (NPP -- Effutu) 11:48 a.m.
Mr Speaker, thank you for the opportunity to add my voice to the Motion on the Floor.
I would call this Bill a legacy Bill which is for posterity. This Government would be remembered for the bold decision to clean up our public sector investments and to ensure efficiency.
Mr Speaker, today, Ghanaians are calling on Government to create jobs. The many state-owned enterprises
Mr Speaker 11:48 a.m.
Hon Minister or Chairman, any concluding remarks?
Mr Kwarteng 11:48 a.m.
Mr Speaker, I am grateful to the House for the contributions that have been made. We have taken note of them and hope that they would guide us as we go through the Consideration Stage and in the end, pass these beautiful Government policies into law.
Question put and Motion agreed to.
The State Interests and Governance Authority Bill, 2019 was accordingly read a Second time.
Mr Speaker 11:48 a.m.
Hon Members, item numbered 8, it is a procedural Motion in the name of the Minister for Education.
Mr Kyei-Mensah-Bonsu 11:48 a.m.
Mr Speaker, item numbered 9 is not ready and for that reason, we cannot take the Motion listed as item numbered 8. In that case, I would plead that we go to item numbered 10 and continue with the consideration of the Ghana Iron and Steel Development Corporation Bill,
2019.
Mr Speaker 11:48 a.m.
Item numbered 10, Ghana Iron and Steel Development Corporation Bill, 2019 at the Consideration Stage.
BILLS -- CONSIDERATION 11:48 a.m.
STAGE 11:48 a.m.
  • [Continuation of debate from 01/04/2019.]
    • Mr Speaker 11:48 a.m.
    Hon Members, item numbered 10 (i), clause 5, debate to continue. Hon Chairman, if you may please lead us.
    rose
    Mr Speaker 11:48 a.m.
    Hon Majority Leader?
    Mr Kyei-Mensah-Bonsu 11:48 a.m.
    Mr Speaker, we were considering how to recraft clause 5 of the Bill and it was inconclusive where we got to yesterday. We then had to stand down further consideration of clause 5.
    The main reason for standing it down is occasioned by the composition of the governing body; the Board. The object of the Board, as set out in clause 6, which particularly provides that, “The Board shall”. The objects and functions of the Board are the same.
    Mr Speaker, clause 6 (b) provides that 11:48 a.m.
    “The Board shall
    (b) ensure that the Corporation conducts its affairs on prudent commercial lines and in accordance with sound business principles and industry best practices.”
    In that regard, it was observed that if we packed the governing Board with Civil Servants, it might be difficult to achieve that particular function set out in the Bill. In that respect, we have had some discussion and, pursuant to that, I would want to propose that in place of what we have, delete clause 5 and insert the following:
    “The governing body of the Corporation is a Board consisting of
    (a) a chairperson;
    (b) a representative each of the Ministries responsible for
    (i) Natural resources,
    (ii) Industry,
    (iii) Finance,
    Not below the rank of a Director.
    (c) a representative of the Minerals Commission not below the rank of a Director;
    (d) five other persons with demonstrable competence in the industry nominated by the President, at least two of whom are women; and
    (e) the Chief Executive Officer.
    Mr Speaker, that should be the new formulation of the composition of the governing Board of the Corporation.
    Mr Speaker, I beg to submit.
    Mr Iddrisu 11:58 a.m.
    Mr Speaker, I agree with the first leg of the Hon Majority Leader's proposed amendment but disagree with the second leg. Even though in his first leg, he said:
    “the governing board of the Corporation is a Board consisting of a chairperson”,
    I agree to that, but I would want to further improve his amendment by
    Mr Speaker 11:58 a.m.
    Hon Members, Order!
    Mr Kyei-Mensah-Bonsu 11:58 a.m.
    Mr Speaker, let me take the last leg of my Hon Colleague's contribution when he talked about the representation of the traditional council. We decided to omit that because now, there are three known places where ore has been discovered.
    The original place at Opon Mansi in the Western Region, Sheini near Yendi in the Northern Region and then Pudo which is north to Nandom in the Upper West Region. So if he says that we should have representatives of the traditional council, which traditional council should we have that representative from?
    It would create unnecessary problems. I have engaged some other
    Hon Colleagues and we believe that it is unnecessary to include a representative of the traditional council.
    Secondly, regarding the use of the resource, the Minerals Commission has that charge under the Constitution --
    Mr Speaker 11:58 a.m.
    Hon Members, Order! If we would be seen to be paying attention because I know and can see that many Hon Members are in their own conversation while the Hon Majority Leader is on his feet. If you do not pay attention to the Consideration Stage, how can you contribute?
    Hon Majority Leader, please go on.
    Mr Kyei-Mensah-Bonsu 11:58 a.m.
    Mr Speaker, as indicated per article 269(1) of the Constitution, the Minerals Commission in this case is in charge of the regulation and management of the utilisation of the resource, that is, the iron ore, and that is the reason we may not need the Ministry of Environment, Science, Technology and Innovation because there is a unit which is constitutionally created and is responsible for this enterprise. Pursuant to that, we do not have to put it under the ambit of the Ministry of Environment, Science, Technology and Innovation.
    If we go on that path, then in creating any Board to the extent that the operations of whatever enterprise has a bearing on the environment, then
    there would be representation of the Ministry of Environment, Science, Technology and Innovation in all creatures that would be established in this House or under the Constitution. To the extent that there is the Minerals Commission which has this constitutional responsibility, we do not need the Ministry of Environment, Science, Technology and Innovation in this regard.
    As to where my Hon Colleague elects to position “not below the rank of a Director'' -- if it goes up or comes down, the value is the same. I cannot split hairs on that, and if he insists we should have it in the preamble, I do not have any strong opinion against that. Having said that, I believe we could proceed.
    As I said initially, with the “five other persons”, we do not want to replicate the situation where we shall pack this outfit with civil servants who may not have knowledge in this enterprise. We just dealt with this new Bill that was introduced in the House by the Hon Deputy Minister for Finance, the State Interests and Governance Authority Bill.
    One of the reasons we just told ourselves was that we have always packed such enterprises with government appointees. Indeed, civil servants who have no clue about the operations of these units end up running down such enterprises.
    Having this in mind and having discussed this, this morning, why do we go ahead and pack the Corporation with civil servants? We
    Mr Iddrisu 11:58 a.m.
    Mr Speaker, I would urge the Hon Majority Leader so that we go by our rules.
    Clause 5 reads:
    “The governing body of the Corporation is a Board consisting of
    (a) a chairperson''.
    Then Mr Speaker, you put a Question on it -- we are generally agreeable that;
    “a representative each not below the rank of director of the Ministry of Natural Resources, Trade and Industry and Finance and Environment, Science, Technology and Innovation”.
    I would urge the Hon Majority Leader to tolerate the Ministry of Environment, Science, Technology and Innovation.
    He is looking at the EPA or we designate that it should be the EPA instead of the Ministry of Environment, Science, Technology and Innovation because EPA is the regulator.
    We give the EPA a role then a Question would be put on it. [Interruption.] Good -- that is why it is a policy. So we should not take away the Ministry of Environment, Science, Technology and Innovation in an era where we are talking about climate change and its threats.

    Instead of “five other persons”, the Hon Majority Leader could say ‘'three other persons appointed by the President one of whom shall include a woman'' then we are left with two more to deliberate further.

    But if we have “five persons” to be appointed by the President, the other two could do. But the President should be given the opportunity to appoint three of which one must be a woman, but they must be people who have demonstrable competence in that industry.
    Mr Speaker 12:08 p.m.
    Hon Members, we have been talking quite at length about institutional representation. It is a conceptualisation which this House wants to encourage and we would not want to have it as a matter of a limitation to any particular President, but as a matter of the Executive --
    Mr Joseph Y. Chireh 12:08 p.m.
    Mr Speaker, we stood this clause down yesterday because of the pre- ponderance of Directors from the Ministries. The important thing is that, if we remove some of them like in the case of the Minerals Commission and the Ministry of Environment, Science, Technology and Innovation, we should not really put them on the Board because they are regulators. We should leave them out and still get —
    Now, I am looking at the amend- ment, and I think that whatever proposal we make, the President, in appointing the people, must resort to their competence and expertise so that they could effectively do it. To represent the Ministries is always a civil service kind of arrangement. This is an industry and we need to be very clear of those who are in this industry so that we could work with them to ensure that it is well established.
    I think that with the arrangements here — and again, we have talked about the President appointing; in fact, it should be, for instance, “appointed”. It is the President who nominates but in the subclause, the formal appointment is completely different.
    In this case, the President should nominate these people having in mind the qualification and expertise that they could give to this Board to make
    Mr Iddrisu 12:08 p.m.
    Mr Speaker, the amendment of the Hon Majority Leader reads:
    “(1) The governing body of the Corporation is a Board consisting of
    (a) a chairperson”.
    I think we are generally agreeable, and you can put the Question on that.
    Then on paragraph (b),I would like to add to read:
    “a representative not below the rank of Director of the Ministries responsible for Lands and Natural Resources, Trade and Industry and Finance”,
    If I have his leave, I would add the Ministry of Environment, Science, Technology and Innovation to take care of clause 4.
    Mr Speaker, I would add the Ministry of Environment, Science, Technology and Innovation because who is responsible for policy? To mine iron and steel would raise environmental issues.
    The regulator must respect the policy direction of the Government and should therefore, have to add the Ministry of Environment, Science, Technology and Innovation.
    Notwithstanding, just as we have Directors who have not lived up to expectation, in some enterprises we have had Directors who have lived up to expectations.
    So we should allow the Ministry of Environment, Science, Technology and Innovation to have a representative because in policy implementation, there would be somebody responsible to police the regulator who would then report to the Board that this is what we think about this.
    Then, paragraph (c) is also apt and we support it. It reads:
    “(c) a representative of the Minerals Commission not below the rank of a Director.”
    I even think that with the Minerals Commission, we should dedicate it to the Chief Executive of the Minerals Commission or his representative. Then where we have “five other persons”, may I plead with the Hon Majority Leader to reduce it to “three other persons, one of whom is a woman.”?
    Then the other two, we would jaw- jaw further and settle on them. This would be my suggestion if the Hon Majority Leader is to accommodate that.
    Mr Speaker 12:08 p.m.
    Hon Majority Leader, are we in a position to arrive at a compromise?
    Mr Kyei-Mensah-Bonsu 12:08 p.m.
    Mr Speaker, I think the first part is just a rearrangement.
    I have indicated for paragraph (b), “a representative each of the Ministries responsible for Lands and Natural Resources, Trade and Industry and Finance”, and I had closed it with, “not below the rank of a Director”.
    Now, all that the Hon Minority Leader said was that, it should rather be in the preamble of paragraph (b), and the value is the same. If he says, “a representative each not below the rank of a Director of the Ministries responsible for Lands and Natural Resources, Trade and Industry and Finance”, then the value is really the same if we brought it down; but we could leave that to the draftpersons.
    Mr Speaker, the other one —
    Mr Speaker 12:08 p.m.
    Hon Majority Leader, the value being the same, do you accept that rendition then?
    Mr Kyei-Mensah-Bonsu 12:08 p.m.
    Mr Speaker, the value is the same and I think that even if it is down, it is better. This is because if it is up, we would struggle to situate “not below the rank of a Director” at the appropriate place; that is a representative each, not below the rank of a Director of the Ministries.
    That is a bit clumsy, which is why I said that if we had a representative each of the Ministry responsible for Lands and Natural Resources, Trade and Industry, and Finance with “not below the rank of a Director” to be the closing phrase, that would serve a better purpose.
    Mr Speaker, I agree that for the Minerals Commission -- indeed, that was even the original formulation that I had. It should be the Chief Executive of the Minerals Commission or his representative not below the rank of a Director. That is what I even had originally, so I think I am in firm agreement with him on that.
    Mr Speaker, the other one relating to the Ministry of Environment, Science, Technology and Innovation, what is the interest of this Ministry? It really has to do with environment pollution, and the vehicle that they use is the Environmental Protection Agency (EPA), which is a regulatory body.
    We cannot have the regulators on the Board. The Corporation could establish such committees.
    Mr Speaker 12:18 p.m.
    The Hon Minority Leader agrees. So please proceed by way of the compromised formula.
    Mr Kyei-Mensah-Bonsu 12:18 p.m.
    Mr Speaker, the only other matter that he related to was, whether it should be:
    “…five other persons with demonstrable competence in the industry nominated by the President, at least two of whom are women.”
    The Hon Minority Leader said that we could bring the number down to three persons. I have no particular
    Mr Speaker, I beg to read 12:18 p.m.
    “The governing body of the Corporation is a Board consisting of
    (a) A chairperson”.
    [Interruption]. It is not “shall consist”. The value is the same. [Interruption.] That is a draft.
    Mr Speaker, I am distracted by Hon Benjamin Kpodo.
    Mr Speaker 12:18 p.m.
    Hon Member, address me and you would have no distraction.[Laughter.]
    Mr Kyei-Mensah-Bonsu 12:18 p.m.
    Mr Speaker,
    “The governing body of the Corporation is a Board consisting of
    (a) A chairperson;
    (b) A representative each of the Ministry responsible for
    (i) Natural Resources,
    (ii) Trade and Industry, and
    (iii) Finance
    not below the rank of a Director”.
    That would be the concluding phrase.
    Mr Speaker, paragraph (c) would read 12:18 p.m.
    “The Chief Executive of the Minerals Commission or his representative not below the rank of a Director.
    (d) Three other persons with demonstrable competence in the industry nominated by the President, at least one of whom is a woman; and
    (e) The Chief Executive Officer.”
    Question put and amendment agreed to.
    Clause 5 as amended ordered to stand part of the Bill.
    Mr Speaker 12:18 p.m.
    Hon Vice Chairman of the Committee, item numbered (ii) -- New Clause.
    New Clause -- Annual Dividend Payments
    Vice Chairman of the Committee
    Mr George Mireku Duker 12:18 p.m.
    Mr Speaker, I beg to move, new clause -- Add the following new clause after clause 22:
    “Annual Dividend Payment

    23. Dividends may be declared annually and paid to the parties in the Joint Ventures”
    Mr Iddrisu 12:18 p.m.
    Mr Speaker, could the Hon Vice Chairman offer an explanation? Where dividends are not declared and paid in a corporate entity, it would mean presumptively, that they are not profitable. It probably may be that the cost of doing business in that particular period is weightier than their revenue or income.
    If they go further to say:
    “…the State shall be entitled to a minimum…”
    Even “minimum” must be qualified to:
    “…a minimum of 4 per cent of the total annual revenue derived from the sale of any product…”
    Mr Speaker, we seek for the State to gain in two ways. Where there is no dividend, the State would gain 4 per cent. They say, “…sale of any product…” Do they know what that means?
    Mr Speaker, clause 24(1), in my opinion, is problematic. This is Parliament; if we want to impose annual payments on revenue, let us say so. We cannot say that if there is no dividend, we should fall on revenue.
    Where there is revenue, we would not fall on dividends. I do not think it is fairly and well crafted.
    Mr Speaker, clause 24(2) reads 12:18 p.m.
    “Any advanced payment made at the time to the State…”
    It means that the State anticipates advanced payments. Mr Speaker, I find the tenure of clause 24 problematic. Could the Hon Vice Chairman explain or improve it further?
    Thank you.
    Mr Kyei-Mensah-Bonsu 12:18 p.m.
    Mr Speaker, as I said yesterday, we want to have a new regime of the imposition of taxes or the yield of dividends on profits that Corporations find difficult to declare.
    At the end of every year, companies that are otherwise properly situated and pay fat bonuses to shareholders refuse to pay dividends to the Government. Now, there is a paradigm shift not to depend solely on profits that may be declared, but on turnover.
    Mr Speaker, the 4 per cent is supposed to be on turnover, not on annual revenue derived from the sale of any product, which the Hon Minority Leader probed into and questioned.
    It relates to turnover and not on the sale of any product from the industry. So if they sell assets, is the Government entitled to 4 per cent? That is not it; exacting royalties on the turnover is supposed to be the effect of clause 24(1).
    Mr Joseph Yieleh Chireh 12:18 p.m.
    Mr Speaker, clause 24 talks about annual report and other reports. The Hon Vice Chairman seeks to move a Motion again, and he talks about clauses 23 and 24.
    I think that the issue is not under these clauses. The appropriate clause has to be looked at because we did not have a problem with clauses 23 and 24. We voted on them. So this new clause we are talking about cannot be labelled “clause 24”.
    If it is a new clause, we should take it as such. The draftsperson would know where to place it; but if they say it is clause 24, we voted on clause 24 yesterday.
    If there are new clauses, then they should not be itemised and given numbers because if we do that, we will have a problem. If they are just new things, fine. I also do not see why they should not be combined because they seem to be related. So, unless the Hon Vice Chairman can explain what is happening --
    Mr Duker 12:28 p.m.
    Mr Speaker, we seek to only place the amendment right after clause 22, So we are itemising it as clause 23 as advertised --
    Mr Speaker 12:28 p.m.
    Hon Vice Chairman, we can simply find the rationale behind the new clause to be amended, and then ask the draftsperson to place it appropriately. This, we have often done to save ourselves some of the difficulties of
    near drafting and placement. So shall we get the principle and approve of a new clause with the directive that the draftsperson should appropriately place same?
    Mr Duker 12:28 p.m.
    Mr Speaker, I will respectfully go by your guidance.[Pause.]
    Mr Speaker 12:28 p.m.
    Any difficulty? Tell us, your amendment is so and so, and then we vote on it.
    Mr Duker 12:28 p.m.
    Mr Speaker, therefore, the amendment of the new clause will read:
    “Dividends may be declared annually and paid to the parties in the Joint Venture”.
    Mr Speaker, that is the first one.
    Mr Speaker 12:28 p.m.
    Yes, that standing by itself to be properly placed by the draftsperson; I will put the Question.
    Question put and amendment agreed to.
    The amendment is carried by way of the new clause and the draftsperson should so appropriately place same.
    Item numbered (iii) -- another new clause -- Guaranteed Annual Payments.
    Mr Duker 12:28 p.m.
    Mr Speaker, with the new clause 24, I want to read the new rendition:
    “Where pursuant to section 4, the Corporation enters into a
    Joint Venture Corporation, dividends may be declared annually and paid to the parties in the Joint Venture operations”.
    Mr Speaker 12:28 p.m.
    Hon Vice Chairman, if you would kindly repeat your proposed amendment for clarity.
    Mr Duker 12:28 p.m.
    Mr Speaker, the new clause 24 will read:
    “Where dividends are not declared and paid, the State shall be entitled to minimum 4 per cent of the total annual turnover derived from the sale of any product from the integrated industry to be established”.
    Mr Ben Abdallah Banda 12:28 p.m.
    Mr Speaker, taking the argument from new clause 23, it means that dividends may be paid when profits are declared; but the way the new clause 24 has been crafted makes the sale of any product vague. Unfortunately, I went through the Interpretation Clause but “product” has not been defined: it has been deleted.

    Mr Speaker, let me listen to the further improvement. Otherwise, this one does not make economic sense, it will drive away potential investors.
    Mr Kyei-Mensah-Bonsu 12:28 p.m.
    Mr Speaker, further improvement of that portion would read:
    “Where dividends are declared and paid, the State shall be entitled to a minimum percentage of total turnover determined by the Board”.
    Mr Iddrisu 12:28 p.m.
    Mr Speaker, I have seen the Hon Majority Leader attempt to improve it. Whether we delete it or not, we are dealing with a new clause 24, and the Hon Chairman of the Committee on Constitutional, Legal and Parliamentary Affairs has referred to the same point I made early on -- “...Derive from the sale of any product”.
    I heard the Hon Majority Leader say it should refer to “turnover”. We should capture it properly, and Hon Banda is very right; we cannot say “any product”.
    Mr Speaker, my second difficulty is that I do not find any relationship between the headnote and the content of the new clause 24(1) -- “Guaranteed Annual Payments”. Then in the new clause 24(1), I do not see “Guaranteed Annual Payments”.
    Maybe they want to say that “the State shall be entitled to guaranteed annual payments at a minimum of 4 or 5 per cent” but I do not see the relationship.
    Mr Iddrisu 12:28 p.m.


    We just have a headnote that reads “Guaranteed Annual Payments”, but the body states that “where dividends are not declared and paid…” Where do we find “Guaranteed Annual Payments” as well as “any product?”
    Mr Patrick Y. Boamah 12:28 p.m.
    Mr Speaker, I am opposed to this new clause. This is a new industry that the State seeks to establish to attract huge investments. The Government would use its natural resources as equity partners in some of these establishments.
    So if some of the global companies, like Rio Tinto Company and others, come in and they see this clause, whether it is a turnover or a product and the State insists on a certain percentage and dividends are declared, investors will shy away from this sector. This is because this is a capital intensive sector where the Government will not have billions of dollars to invest in.
    Mr Speaker, so I believe that we are in this business, as a country, to attract the right investors. Having gone through the Report -- we just took on the State Interests and Governance Authority Bill, 2019 --
    I believe that the proper governance systems ought to be put in place to ensure that the State and its partners ensure that the institution we seek to set up, adheres to the right processes, investments, and also make the right profits and share according to the structure.
    I do not think that we should coerce any investor and ask him to pay a certain percentage, whether profits are declared or not. I do not think that it is investor-friendly.
    Mr Speaker, thank you very much.
    Mr Speaker 12:38 p.m.
    Hon Members, by way of recapping the Company Law in terms of the formality of the law and the usual practice, could you compel a company to pay any profit or revenue whatsoever when dividends have not been declared?
    For that matter, are we reinventing the usual applications of the Company Law? What would be the repercussions of such provisions?
    Hon Yieleh Chireh, I thought you stood up?
    Mr Chireh 12:38 p.m.
    Mr Speaker, no.
    Mr Shaibu Mahama 12:38 p.m.
    Mr Speaker, I am most grateful.
    Mr Speaker, you are right when you made reference to the Company Law because dividends are declared out of profit; when there is no profit, dividends cannot be declared.
    Again, because this is a State institution I could understand why the State wants to have some guarantee payments with or without a declaration of profit. Indeed, there are actors that would come and do the work for and on behalf of the State because it is a joint venture.
    Sometimes in business, we do allowable and non-allowable expenses and that invariably affects the bottom line, which is the profit. So companies may attempt to load some expenses in order not to declare profit. Hence the State may not be directly involved, but should have some guarantee sum of payments considering the nuisances of the business.
    Mr Speaker, I could appreciate this clause on why a guarantee sum should go to the State with or without dividends. So it is not out of place to make such a provision, even though the Companies Code states clearly that dividends are declared out of profit.
    Mr Speaker, we should make some guarantee for the State, and that protection is for the citizens of this country because we have seen companies come here and have failed to declare profits not because they could not be declared, but because of the intricacies of business.
    An account would be presented, and they would say that they have a loss of GH¢1,000 or GH¢5,000 simply because they do not want to declare profits and subsequently dividends. So, it is a cushion for the
    State to say that with or without profits, this guaranteed sum of money would be paid.
    Mr Speaker, the Hon Minority Leader raised the issue of the headnote -- “Guaranteed Annual Profit”. I think that headnote was put there because of the 4 percentage that was fixed in, so it makes it guaranteed that this percentage would be taken out of it.
    Mr Speaker, thank you.
    Mr Speaker 12:38 p.m.
    Thank you very much.
    Hon Kpodo.
    Mr Kpodo 12:38 p.m.
    Mr Speaker, thank you.
    First of all, on clause 23, the Hon Chairman of the Committee has proposed that we add a new amendment that “Dividends may be declared annually and paid to the parties in the Joint Venture.”
    Mr Speaker, I would want to plead with him to withdraw this amendment because generally it is not necessary. Mr Speaker, as you rightly said, we are dealing with the Companies Law, and a Bill has just been submitted. When we go to the Companies Code, 1963, there is a provision that companies that make profits shall declare dividends.
    So there is no need to repeat it in this particular law because the companies would be registered under our laws, and they would have to
    Mr Speaker 12:48 p.m.
    Hon Members, I just want to tickle your minds for a moment so that we may consider this further. We want a system where by no matter what we would get 4 per cent from a company.
    The precondition is that the company must declare that they have not made profits. Very well.

    Now, the moment they declare that they have made one per cent profit, would the four per cent be capable of being triggered? Who would pay you 4 per cent, anyway? If so, everyone would trigger 1 per cent profit and pay you a proportion of that 1 per cent --

    We are entering into a certain area, and so we must be very careful that we really get what we want, if that is where we would want to get to. I can see the Hon (Dr) Akoto Osei nodding.

    So we might want to work out the dynamics well because if I do not declare profit, then I cannot pay you 4 per cent. If I declare 1 per cent, the 4 per cent does not come in, because some profits have been declared. It

    is only when you say no profit that you must have to pay me 4 per cent.

    This must be well provided for.

    Let me come to Dr A. A. Osei, then Hon Fuseini.
    Dr A. A. Osei 12:48 p.m.
    Mr Speaker, I would want to urge the Hon Vice Chairman of the Committee to withdraw this new clause.
    Mr Speaker, it is a major policy shift that they are introducing which does not belong to the Committee. If you read the Bill, there is nothing about Government wanting a guarantee. It is true to hear some people say some businesses go against the law.
    It does not mean that you beforehand treat them to be criminals. Otherwise, you do not get any investors in this area. I do not know how many Ghanaian firms could dare to go to this area with the type of investment that is needed.
    This is something that we negotiate on good faith. One does not legislate coercing a company to pay him money if he is not making profit. That is coercion. I do not see any foreign investor. Immediately we pass this Bill and they see this, that would be the end of this industry we are trying to establish.
    I think we should be very clear in our minds; despite what has happened in some companies, we need to give comfort to the people who we would want to invite Ab initio we say if they
    Dr A. A. Osei 12:48 p.m.


    do not make profit, we would want money from them, anyway. I think that is criminal, and I do not see any foreign investor who sees the passage of this Bill wanting to come here. That would spell the death of this industry.

    We do not have the resources to go into it so that it attracts foreigners. We negotiate these things. I heard him talk about the Companies Law. It is very clear, but the fact that we are not making profit does not mean they are hiding moneys. If there is a need, we could sit and negotiate.

    I heard somebody talk about good governance. That is what it is all about, but to coerce the companies to pay a minimum of 4 per cent of turnover -- [Interruption.] I heard turnover. Turnover is worse than revenue.

    Mr Speaker, they said a minimum. It is still coercion. That is what we should have in mind. There are several reasons; initially, we would incur some cost that would not let one make profit in this area. Clearly, the initial investment would be huge. So, in four or five years, they might not make profit.

    That is part of the reason we are willing to give them reasonable prices for electricity to make them competitive in the world. But do we want to make them competitive and coerce them to pay this money. In that way, they would not be competitive. So we have to look at the global picture. The object of this is to attract foreign investment, and we cannot at

    the beginning coerce them to pay money. It is not attractive. It defeats the purpose of the Bill.

    So I would want to urge the Hon Vice Chairman to humbly drop this proposed amendment because it is a major policy direction that cannot be accepted.

    Mr Speaker, I thank you.
    Mr Speaker 12:48 p.m.
    Perhaps the real sponsors of the Bill must be sought in this connection whether that is what they really want. This is because every law has a purpose, and to caution that if it goes this pathway, we might be threading upon danger.
    Hon Fuseini?
    Alhaji I.A.B. Fuseini 12:48 p.m.
    Thank you, Mr Speaker.
    Listening carefully to your good self and the Hon Minister for Monitoring and Evaluation, there is some reason in treading carefully.
    Mr Speaker, this provision has a history. Your colleague, Prof. Akilagpa Sawyerr's Committee led a research --
    Mr Speaker 12:48 p.m.
    On Volta Aluminium Company (VALCO).
    Alhaji I.A.B. Fuseini 12:48 p.m.
    Not even VALCO. It was a committee established by the Late Prof. Mills to look into why we were not deriving payment from our carried interest in concessions that we had given for the exploitation of gold,
    Mr Speaker 12:48 p.m.
    Hon Members, let us have order so that we can follow this argument very intellectually.
    Alhaji I.A.B. Fuseini 12:48 p.m.
    Mr Speaker, especially that gold prices had risen up to US$1,800 per ounce but we were not able to derive anything because the company said they were not making profits.
    I raised two important issues on that? What was carried interest? This is because we do not pay for carried interest; they carry us on their back. It is our sweat interest. It is the fact that the resource is in Ghana. So we are carrying.
    What is the equivalent within the normal shares? They came out with a scheme, and I think that is what he is trying to put into the law. It needs to be done neater because companies could declare dividends but not pay the dividends.
    They could declare dividends and use the dividends declared to recapitalise. At that point, they have declared dividends but they are not paying out the dividends.
    Immediately they declare, we do not want recapitalisation. As a state, we want the money to develop other aspects of the country. So we would not allow them to use the dividends so declared to recapitalise the company so that we are entitled to
    our payment. But if they do not declare dividends, we still need money from our carried interest. We still need money.

    They should factor in our guaranteed annual payment as part of the cost of running their business. Meanwhile, I am persuaded by your argument, and the Hon Minority Leader has also raised my concern about it, that if we say that in lieu of dividend declaration, our guaranteed annual payment should be cost, would it not work to prevent companies from setting up in Ghana? It would raise their cost of doing business.

    The formulation is good; they declare dividends, they do not want to pay out and they would want to recapitalise. But we do not want recapitalisation, we would want our portion to be paid to us.
    Mr Speaker 12:48 p.m.
    Hon Minority Leader?
    Mr Iddrisu 12:48 p.m.
    Mr Speaker, first of all, on the note of Hon Inusah, I did not have the honour to listen to the Hon Minister for Monitoring and Evaluation, but I listened to Hon Patrick Boamah and I would like to
    Mr Iddrisu 12:48 p.m.


    share a personal experience why we must rethink --
    Mr Speaker 12:58 p.m.
    The Hon First Deputy Speaker would take the Chair.
    MR FIRST DEPUTY SPEAKER
    Mr Iddrisu 12:59 p.m.
    Mr Speaker, I was commenting on the amendment moved by the Hon Chairman to clause 24, and I was saying that I listened to Hon Patrick Boamah and I assume rightly that the Hon Minister for Monitoring and Evaluation shared his own experience.
    Mr Speaker, this is a watershed of a Bill. We have had the iron ore sitting in Oppong Manso and Sheini all these years. Have we asked ourselves why those resources have not been tapped or processed?
    One answer is that the State does not have the capacity or the resources to process those resources, which is why we are setting up an institution mindful that they would partner the private sector, who would come with enormous capital investments to mine the resources for our collective good.
    Mr Speaker, if we allow clause 24 as moved by the Hon Chairman to be part of this Bill, in my view, it would be a disincentive to attract the needed foreign investment in this country.
    Mr Speaker, I just shared my experience, and I would encourage whichever Hon Minister who is working on this to travel to China. As Hon Minster for Trade and Industry, I went to a province called Shandong.
    I visited the Wangshi -- the records are with the Ministry of Trade -- the Wangshi group led by one Wang, who was worth US$25 billion and was looking at investing 1 to 5 billion in Ghana, and he had a steel and fertilizer factory.
    Mr Speaker, they would look at matters of your foreign exchange regime. They would look at matters of your cost of doing business. If we put in this, you are saying that if there is no dividend declared, the State is entitled to --
    Mr Speaker, sorry to say this, any percentage of zero is zero. If you say Government is entitled to four per cent of zero, it is zero. Until the resources are tapped, it remains a zero resource on the ground. We should be careful we do not make provisions that -- The first thing anybody who wants to process iron ore would look at is the bureaucracy, before he comes to the tax regime and others.
    They even read what we do here daily in Parliament, so clause 24 in my view would not serve a good incentive, but I understand what the Hon Leader suggested. You want to take something from turnover, because you are assuming that sometimes they would hide profits in their books, but we should couch it very carefully. I do not think clause
    24 in this current form would serve the interest of Ghana better.
    Mr Speaker, more importantly, we just passed the Second Reading of State Interests and Governance Authority Bill. We passed into law the Mineral Investment Fund Bill. All this interest is already gone by those legislations, so I think we should do further consultation on clause 24 and not push it.
    In my experience as former Hon Minister for Trade and industry, anybody who invests in it should be worth not less than US$1 billion to US$5 billion, and in partnering the State, he would look up to also gaining something from assisting you to process that resource.
    Mr Speaker, in fact, even as we pass this, if we do not develop the rail industry as a pre-condition to doing this, it would be problematic having a successful initiative of steel and iron.
    So I agree with the Hon Minister for Monitoring and Evaluation and Hon Patrick Boamah that we should not -- we are just beginning, and we want foreign investors to come and support us locally.
    If you read the memorandum, particularly in the second paragraph, there is discussion of efficiency of it, minimum part of equity and others, and I think that the Hon Chairman should tread cautiously on this particular matter.
    Thank you, Mr Speaker.
    Mr Kyei-Mensah-Bonsu 12:59 p.m.
    Mr Speaker, I think that this new clause 24 should be read in tandem with what we have done or sought to do in clause 22.
    Yesterday, when we came to dealing with the sale of power, that is special power purchase rates to this new corporation, we were very careful in our formulation. The original formulation was that the power to be supplied to the integrated iron and steel industry shall be provided at a globally competitive rate applicable to the iron and steel industry.
    Now we traced back our steps and said no, this is an infant industry. We need to subvent it to prop it up to ensure profitability. For that reason, we have given ourselves a moratorium period of five years, and then we said that we needed to even change this construction to now provide; “the power to be supplied to the integrated iron and steel industry shall be provided at a rate that shall render the industry globally competitive”.
    What does it mean? We must, by the sale of this power -- the special rate we are granting them -- position them to be competitive and profitable.
    That is all that we are saying, and we are now going further to say that in spite of that, they do not need to declare profit. Then why are we selling them the power at a special rate? We all acknowledge that power is the life blood of the industry.
    Mr Kyei-Mensah-Bonsu 12:59 p.m.


    Mr Speaker, we should be careful and not provide an open ended vehicle for them to eternally not make profit. It is a dangerous thing that we are doing, in my view. I thought that we are subjecting this provision to what we did, allowing for a five year moratorium. Beyond that, we should insist that they make profit.

    If we are saying that we do not even require that, then it is business as usual, just as we did this morning in the State Interests and Governance Authority Bill. We are insisting on profitability of state enterprises, and here we have a situation, for five years you may not make profit, we do not care too much about that, but beyond five years, you should make profit. 10 or 15 years after, they would insist that they are not making profit, and we say we should live with the status quo?

    Then what is the need for what we have just done this morning, in the State Interests and Governance Authority Bill?

    We want to reposition state enterprises to be profitable, so if we are not too sure -- yesterday, I wanted to meet the Hon Minister who is sponsoring this so we could have some discussion on that.

    Unfortunately, I think he was taken out by some other consideration, so I was not able to meet him, but I have had some other discussions with some professionals that we met, accountants with the Bank of Ghana, and they are insisting that this is the way to go.

    Mr Speaker, we cannot leave an open ended vehicle for people to jump on to it. We are not insisting that profit should be made in the first year.

    Beyond five years, they should make profit, but if we are not too sure and we have to stand it down for further consultations, I would plead with the Hon Chairman to stand it down so that we further engage, but I insist that we should not provide an open ended vehicle to investors, however they come and in whatever form and shape, to rip this country off and not make profit.

    Mr Speaker, I would plead with the Hon Vice Chairman to stand it down for further consultations.
    Mr First Deputy Speaker 12:59 p.m.
    Hon Vice Chairman of the Committee, what do you say to the Hon Majority Leader's suggestion?
    Mr Duker 1:08 a.m.
    Rightly so, we would stand it down for further consultations, but for the purpose of the records, I would want to clear clause (23) as the Hon Kpodo indicated.
    He read the rendition wrongly, and I would want to put it on record that it had been ruled on already by Mr Speaker, and it reads as “where pursuant to section four, the Corporation enters into a joint venture operation, dividend may be declared annually and paid to the parties in the joint venture operation”, and not “dividend may be declared annually and paid to the parties in the joint venture” as he read.
    Mr First Deputy Speaker 1:08 a.m.
    So that is the new clause 24 right?
    Hon Members discussions on the new clause 24 is stood down.
    Hon Members, we would move on to clause 25.
    Clause 25 -- Prohibition of Export of Iron Ore.
    Mr First Deputy Speaker 1:08 a.m.
    Yes, Hon Vice Chairman of the Committee?
    Mr Duker 1:08 a.m.
    Mr Speaker, I beg to move,
    “The Corporation shall ensure that there is no export of iron ore in its natural state unless it is processed and value added as prescribed in the Re-gulations.”
    Mr First Deputy Speaker 1:08 a.m.
    Hon Vice Chairman of the Committee, I recall that yesterday, we removed the phrase; “ natural state”, saying that iron ore itself is in its natural state. So kindly consider a further amendment before we proceed.
    Mr Duker 1:08 a.m.
    Mr Speaker I beg to move a further amendment that reads; “the Corporation shall ensure that there is no export of iron ore unless it is processed and value added as prescribed in the Regulations.”
    Mr Chireh 1:08 a.m.
    Mr Speaker, I thought that the idea was also to add some period to it. This is because if one starts and does not have the industry, then what would he do with the ore?
    The Regulations indicated that after the fifth year, one could not export the iron ore. I do not know whether the Hon Vice Chairman of the Committee adverts his mind to that. This is because there must be a minimum period by which one cannot export the ore.
    [Pause] --
    Mr First Deputy Speaker 1:08 a.m.
    Yes, Hon Vice Chairman of the Committee, there was an agreement that it would be after the first five years. How do we factor it into this one?
    Mr Duker 1:08 a.m.
    Mr Speaker, rightly so.
    Mr Speaker, the new rendition would therefore read 1:08 a.m.
    “the Corporation shall ensure that there is no export of iron ore after coming into force of the Act for the first five years, unless it is processed and value added as prescribed in the Regulations.”
    Mr First Deputy Speaker 1:08 a.m.
    Hon Member, did you get it?
    rose
    Mr First Deputy Speaker 1:08 a.m.
    Yes Hon Member for Daboya?
    Mr Shaibu Mahama 1:08 a.m.
    Mr Speaker, I agree that investments, both in the extraction and processing may not come at a go, but to tie the processing as the moratorium period of five years, I believe makes it too much.
    So I believe the processing bit should be less than five years. They may do the raw ore -- we can imagine if one would have to export the raw ore for five years, what quantity would be taken out.
    Mr Speaker, admittedly, the two investments may be at a very huge cost, but I believe the five years should be reduced to perhaps three years.
    rose
    Mr First Deputy Speaker 1:08 a.m.
    Yes, Hon Ranking Member?
    Alhaji I.A.B. Fuseini 1:08 a.m.
    Mr Speaker, I believe this flows from our decision yesterday to retain clause 28 (a) in the Bill.
    Mr Speaker, we were saying that the Hon Minister must make Regulations to prevent the exportation of iron ore in its raw state. We would however, need a substantive provision in the law, which prohibits the exportation of iron ore in its raw state. I believe that is what they have done, and so this new provision is in tandem with the Regulations.
    Mr Speaker, the Hon Minister cannot just make Regulations without the parent law prohibiting the
    exportation of iron ore from this country. So I believe this is proper.
    Mr First Deputy Speaker 1:08 a.m.
    No, but I believe that this new clause 25 may not be necessary, if we look at clause 28, which deals with the Regulations. Clause 28 says, and I read:
    “The Minister may, by legislative instrument, make Regulations to
    (a)Ensure that iron ore in its natural state shall not be exported, sold or otherwise disposed of after five years from the coming into force of this Act.”
    Hon Members, it is practically the same thing that is contained in this new clause 25.
    Alhaji I.A.B.Fuseini 1:08 a.m.
    Mr Speaker, yes, it is the same thing that has been repeated, but he is making the Regulations, pursuant to the provision in the law, but there is no pursuant provision.
    Mr First Deputy Speaker 1:08 a.m.
    That is clause 28, which is in the law.
    Alhaji I.A.B. Fuseini 1:08 a.m.
    Mr Speaker, clause 28 is on Regulations.
    Mr First Deputy Speaker 1:08 a.m.
    No, it is Regulations in the Act. This is what is empowering the Hon Minister to make Regulations after the Act is passed. So this new clause 25 is not necessary.
    Alhaji I.A.B. Fuseini 1:08 a.m.
    All right, Mr Speaker.
    rose
    Mr First Deputy Speaker 1:08 a.m.
    Yes, Hon Yeileh Chireh?
    Mr Chireh 1:08 a.m.
    Mr Speaker, I believe that we do not need this new clause. Once we agreed on clause 28, it means that substantively, it has been provided for. We should not go and put it somewhere else and caption it as “prohibition”, no!
    Once we agreed that the thing cannot be done and it should be by Regulations, it means that the law itself acknowledges that it should not be done.
    Mr Speaker, now, Regulations would indicate the details of what should be the case, but I do not believe that we would need to have a specific provision for that. I do not see the need for it anyway.
    rose
    Mr First Deputy Speaker 1:08 a.m.
    Yes, Hon Chairman of the Constitutional Legal and Parliamentary Affairs Committee?
    Mr Banda 1:18 p.m.
    Mr Speaker, I believe that the prohibition of the exportation of the iron ore in its raw state is intended to ensure that iron ore is not exported without value addition.
    Mr Speaker, if we examine clause 28 carefully, it juxtaposes same with the clause, which is intended to be
    amended. There is a slight difference. The difference lies in the fact that in clause 25, which is the proposed amendment, there is the phrase which says; “unless it is processed and value added…” I believe that, that is the gravamen of this intended or proposed amendment.
    Mr Speaker, however, in clause 28 in the Bill, that clause is not captured. Therefore if we read clause 28 carefully, with your permission I read, this is what it says:
    “The Minister may, by legislative instrument, make Regulations to
    (a) ensure that iron ore in its natural state shall not be exported, sold or otherwise disposed of after five years from the coming into force of this Act.”

    However, clause 25 on the Order Paper is slightly different. This is what it says, and with your permission, I read:

    “The Corporation shall ensure that there is no export of iron ore in its natural state unless it is processed and value added…”

    Mr Speaker, I think that this is the rationale behind the prohibition of the exportation of iron ore in its raw state.
    Mr First Deputy Speaker 1:18 p.m.
    Well, we removed “in its raw state” yesterday, because it was explained that iron ore is in its raw state. If we
    Mr First Deputy Speaker 1:18 p.m.


    say “in its raw state”, we have repeated the same thing. The essence is the same. If we cannot export it unless it is processed, then, we cannot export it in its raw state unless I have not got something right.
    Dr A. A. Osei 1:18 p.m.
    Mr Speaker, I do not have any difficulty trying to put the time limit that iron ore cannot be exported, but I have a difficulty, knowing that Regulations do not come very often. It says five years into coming into force of this Act, but we do not compel the Hon Minister to bring it early.
    So, we have left it loose. If the Hon Minister spends five years, we cannot do it. We should not constrain people because the Hon Minister has done his job unless we can compel him to come with the Regulations maybe, within one year of the coming into force of this Act, then I can say that it makes sense.
    Regulations take a long time in coming here. We have been here for long and the Regulations of the Public Financial Management Act and the National Health Insurance Authority are still not here. The Regulations would make sure that the industry starts. If it is not ready, then passing the Act does not make sense.
    Mr Speaker, I was not here for the consideration of clause 28 yesterday, but maybe, we need to take it through a second Consideration Stage when we get there.
    Mr First Deputy Speaker 1:18 p.m.
    I am still waiting on the House to come to a conclusion one way or the other.
    Mr Kyei-Mensah-Bonsu 1:18 p.m.
    Mr Speaker, usually for Regulations, we just state that the Minister may, by Legislative Instrument, make Regulations to ensure the effective implementation of the Act. Usually, that is what we do, except in this case, we have categorised and said that:
    “The Minister may, by legislative instrument, make Regulations to
    (a) ensure that iron ore shall not be exported, sold or otherwise disposed of after five years from the coming into force of this Act;”
    Mr Speaker, in this regard, that particular clause 28 is part of the body of the Act and so, we do not then need to go further to provide for this in clause 25.
    Having said so Mr Speaker, I appreciate the principle espoused by the Hon Member for Old Tafo Hon Minister for Monitoring and Evaluation that we should tie up clause 28 by providing for another subsection which then would provide that the Minister shall submit the Regulations in this clause to Parliament within one year upon the coming into force of this Act.
    Mr Speaker, we may have to provide such subclause for the clause 28 that we considered yesterday.
    “The Minister shall submit the legislative instrument in this section to Parliament within one year upon the coming into force of this Act.”
    Mr First Deputy Speaker 1:18 p.m.
    Would that be clause 28 (2)?
    Mr Kyei-Mensah-Bonsu 1:18 p.m.
    That would be clause 28(2) so that we would now have subclauses (1) (a) and (b) and then subclause (2).
    Mr First Deputy Speaker 1:18 p.m.
    Hon Majority Leader, would you move a Motion or I should take it that you have moved it? Please formulate the rendition.
    Mr Kyei-Mensah-Bonsu 1:18 p.m.
    Mr Speaker, it is appropriately moved.
    Mr First Deputy Speaker 1:18 p.m.
    Hon Majority Leader?
    Mr Kyei-Mensah-Bonsu 1:18 p.m.
    Mr Speaker, the rendition for the new subclause for clause 28 is:
    “The Minister, within one year upon the coming into force of this Act, shall submit to Parliament the legislative instrument provided under this section.”
    Once we have the principle, I guess the draftpersons would help us to properly formulate it.
    Mr Ras Mubarak 1:18 p.m.
    Mr Speaker, I would want to add just a bit to what the Hon Majority Leader has said.
    “shall submit to this House for consideration”. That is the addition I would want to make.
    Mr First Deputy Speaker 1:18 p.m.
    When it comes to subsidiary legislation, it is made by them and it is only laid here and so, if we add that, it does not add any value.
    Question put and amendment agreed to.
    Clause 28 as amended ordered to stand part of the Bill.
    Dr A. A. Osei 1:18 p.m.
    Mr Speaker, my understanding of the submission by the Hon Majority Leader was that because they want to tidy up clause 28, we need to step down clause 25, but it looks like the Hon Vice Chairman does not want to step it down, so I would want to know why?
    Mr Duker 1:18 p.m.
    Mr Speaker, I would want to step down clause 25 because of the new amendment we have done to clause 28.
    Mr First Deputy Speaker 1:18 p.m.
    Stepping it down till when? Do you want to abandon or withdraw that proposed amendment or you would want to come back to it?
    Mr Duker 1:18 p.m.
    Mr Speaker, we would want to step it down for further consultations and it would be communicated accordingly if we intend to withdraw it.
    Mr First Deputy Speaker 1:18 p.m.
    So what next?
    Mr First Deputy Speaker 1:18 p.m.
    Since we have matters outstanding, let us do the Long Title until we are done.
    That then brings us to the end of Consideration Stage of the Ghana Iron and Steel Development Corporation Bill, 2019.
    Hon Majority Leader, what next?
    Mr Kyei-Mensah-Bonsu 1:18 p.m.
    Mr Speaker, we can start with item listed as 11 on the original Order Paper.
    Mr First Deputy Speaker 1:28 a.m.
    Very well. Item numbered 11, Companies Bill, 2018 at the Consideration Stage? -- [Pause.]
    Mr First Deputy Speaker 1:28 a.m.
    Yes, Hon Minister for Monitoring and Evaluation?
    Dr Anthony Akoto Osei 1:28 a.m.
    Mr Speaker, I just want to plead with the Hon Majority Leader that the Companies Bill is so important and we need certain personalities, particularly the Hon Attorney-General and Minister for Justice around. It is a huge document and we would benefit from the presence of somebody from the Attorney- General's Department to help us with it. This is because a lot of work has gone into it and we need more hands—
    Mr Haruna Iddrisu 1:28 a.m.
    Mr Speaker, I can understand the legitimate issue raised by the Hon Minister for Monitoring and Evaluation. But the Companies Bill has been there for close to a decade and this House cannot accept any responsibility for acquiescing in not getting it passed.
    I rather would plead with him that we start. Probably, while we are still at clause 1, dancing through clauses 2 and 3, he encourages the Hon Majority Leader to bring in the Hon Attorney-General and Minister for Justice. One of our Hon Colleagues, Hon Joe Ghartey has some enormous experience and background in Company Law.
    I am sure he and Hon Inusah and Hon Banda together with those of us who benefited from Prof Darteh- Baah's own writing on it --
    Mr Speaker, so, let us start but the Hon Majority Leader must get the Hon Attorney-General and Minister for Justice and those who are interested.
    Mr Speaker, we must be seen as a House to commence work on it and I am sure if we proceed, where it is necessary, the Hon Attorney-General and Minister for Justice would send a representative.
    Mr Kyei-Mensah-Bonsu 1:28 a.m.
    Mr Speaker, I think you observed my holding a cell phone to my ear a few moments ago. I was really in some

    Mr Speaker, she indicated to me that they are in a meeting over a very serious matter, but then in accord with my discussion with her, she is sending somebody to the House.

    She said she thought we would be deliberating on it after the usual break period. So, she is sending a couple of assistants to be with us.

    But because we were together at Koforidua over the weekend and we are in agreement with the way to proceed, I believe we could proceed in earnest and then, await their arrival, unless there is a strong resistance to that suggestion.
    Alhaji I.A.B. Fuseini 1:28 a.m.
    Mr Speaker, we actually went to Koforidua and worked on the Bill. In fact, this is our fourth time in Koforidua.
    We were with the representatives of the Hon Attorney-General's and Minister for Justice and the Hon Chairman did very well in Koforidua; he pushed us to clause 200 of the Bill. So as we sit here, if time allows, we could work up to clause 200 and we could produce a good law.
    Mr First Deputy Speaker 1:28 a.m.
    Not this House as I know. --[Laughter.]
    Even things we have agreed upon there, they would be re-litigated here.
    Now, let us start.
    BILL -- CONSIDERATION 1:28 a.m.
    STAGE 1:28 a.m.
    Mr First Deputy Speaker 1:28 a.m.
    There is no advertised amendment.
    rose
    Mr First Deputy Speaker 1:28 a.m.
    Yes, Hon Minority Leader?
    Mr Iddrisu 1:28 a.m.
    Mr Speaker, even though there is no advertised amendment, during the Second Reading, I heard the Hon Attorney- General and Minister for Justice and one of our Hon Colleagues indicate that we should maintain the character of this legislation on the basis of Gower's Report. But if we come to clause 1, Mr Speaker, you yourself have read it, it says: clause 1 (1), ‘Except where otherwise pro- vided,…”.
    Unless we maintain the word based on Gower's Report, I do not see the relevance of the word “where”. It should be, “except otherwise provided in this Act.” Gower would have simply said, “Except where otherwise”.
    Mr Speaker, the word, “where”, in Mr Bondzi-Simpson's book, the “where” is lost; it can only stay if we were doing traditional Gower. So, I would want to be guided by my seniors in the law, where from this ‘where' again?
    Mr First Deputy Speaker 1:28 a.m.
    Yes, Hon Chairman of Constitutional, Legal and Parliamentary Affairs Committee, you and I were not taught by Gower; we were taught by Prof Mills.
    Mr Banda 1:28 a.m.
    Mr Speaker, the effect is the same whether we delete “where” or we maintain “where”. If we delete “where”, it would read, ‘Except otherwise provided, this Act applies to'. On the other hand, if we say, ‘Except where otherwise provided… What it means is that unless it is otherwise provided in this Act, this Act applies to companies formed in the Republic.
    Mr First Deputy Speaker 1:28 a.m.
    That clause is very tedious; “Except where otherwise provided”. I would suggest we delete the “where” and make it “Except otherwise provided, this Act applies to companies formed in the Republic”.
    Mr Kyei-Mensah-Bonsu 1:28 a.m.
    Mr Speaker, you would see that clause 1 relates to application of the Act. But in the crafting of Bills, as we have done in this House, we normally establish something. I thought that we would want to establish, by this Act, a consolidated law to regulate the formation and operation of companies.
    Mr Speaker, that is the purpose. If we read the Memorandum, that is what really it is. The way this one has been done, takes the form and character of American Laws. They do not deal with the establishment of anything, they just move into
    application. It is taken for granted that something had been established.
    Mr Speaker, I have some formulation and if you would listen to what I have done, it reads:
    “There is established by this Act, a consolidated law to regulate the formation and operation of companies in the Republic and to establish an office to ensure propriety and combat criminal malfeasance in the conduct of business”.
    Mr Speaker, that is usually how we have begun the construction or the establishment of any new regime.
    Mr First Deputy Speaker 1:28 a.m.
    Do you mean the establishment of an Act or an office?
    Mr Kyei-Mensah-Bonsu 1:38 a.m.
    Mr Speaker, we cannot establish an Act. I said, “There is established by this Act, a consolidated law to regulate the formation and operation”.
    Mr Speaker I am not changing clause 1; it is not to change clause 1. We could precede clause 1 with this because we usually establish a regime before we come to the application of that new legal regime. If it is a vehicle

    Mr Speaker, that one provides in clause 1 (1) that, “There is established by this Act a body corporate…”
    Mr First Deputy Speaker 1:38 a.m.
    Exactly, you establish an office --
    Mr Kyei-Mensah-Bonsu 1:38 a.m.
    The Presidential Transition Act -- this Act establishes an arrangement for political transfer --
    Mr First Deputy Speaker 1:38 a.m.
    Establish an arrangement, but when it comes to a law, we enact.
    Mr Kyei-Mensah-Bonsu 1:38 a.m.
    Mr Speaker, that is what I said -- It is a proposal. If you would hear me through, I know you are a man of patience and tolerance, unlike others I know. [Laughter.]
    It is my suggestion that it precedes clause 1, but if you think otherwise and that we could move straight into the application, it is a decision that we can apply ourselves to.
    Mr Iddrisu 1:38 a.m.
    Mr Speaker, if the Hon Majority Leader would advert his mind, we are looking at chapter 1, Preliminary Provisions. We are not creating an entity and it does not fit in here because we are talking about application of Act. Clause 1 says:
    “Except where otherwise provided, this Act applies to companies formed in the Republic, whether before or after the commencement of this Act.”
    So it is definite, and we are saying that when we eventually get it passed, it shall apply to entities.
    We have clause following and the worry was just “where”. I have not read my notes this morning. Where we have the word, “where” is typical traditional Gower, it is permissible to stay. So you can put the Question on clause 1.
    We do not need to add anything to it. We want this Bill to apply to companies formed in the Republic and clause 2 would deal with the chapters that regulate them.
    Mr Kyei-Mensah-Bonsu 1:38 a.m.
    Mr Speaker, with respect, I am not saying that the original one should be changed or added to. I am just saying that we need to create a regime.
    If you read the Memorandum, it seeks to provide for a consolidated law that would regulate the formation and operation of companies in the Republic and to establish an office to ensure propriety.
    I do not need to quote verbatim, I am talking about the spirit of the Memorandum; the first paragraph. Borrowing from the Memorandum, perhaps we could precede clause 1 with what I said. It is for the House to decide and I am saying that we should establish a regime.
    Dr A. A. Osei 1:38 a.m.
    Mr Speaker, I thought that when the Hon Majority Leader first made this proposal, you convinced him otherwise. So I am surprised that he has taken the bait of Hon Iddrisu to go back. I thought you gave him guidance. [Interruption.] He is not persuaded by you or Hon Iddrisu.
    I thought he was persuaded that we are not establishing an arrangement, so we should go forward and that in clause 1, he also persuaded us to drop the word “where”. So Mr Speaker, you could rule on that and then we go on.
    Hon Fuseini, that is why I said that even with clause 1, we have spent thirty minutes or more.
    Mr First Deputy Speaker 1:38 a.m.
    On whether we should delete “where” and now we have moved to establishment.
    Mr Iddrisu 1:38 a.m.
    Mr Speaker, just to respond to the Hon Majority Leader. In the Memorandum, to understand why the clause, in its current form should stay, it states:
    “The purpose of the Bill is to amend, consolidate and revise the law relating to companies and reproduce substantially with amendments of the Companies Act, 1963 (Act 179).”
    So, clause 1 as it is, the problem is only with “where”. We do not need to create a preamble based on the opening words of the Memorandum.
    Alhaji I.A.B. Fuseini 1:38 a.m.
    Mr Speaker, I know where the Hon Majority Leader is coming from, but when I sat down and listened to him carefully, his rendition appears to be like a Long Title, “There is established by this Act an Act to…” It is like a Long Title and there is already a Long Title.
    The issue at stake and as he says it clearly, is the deletion of “where''. The way clause 1 has been formulated -- I have just asked that they bring my -- “where” is not actually needed because it says:
    “This Act”.
    Maybe, if elsewhere -- but it says applies to companies formed in the Republic, whether before or after the commencement of this Act.
    So I would crave the indulgence of the Hon Majority Leader to drop the reformulation and then we could make progress. We have committed ourselves to completing this Bill, so that we can meet the conditions.
    Mr First Deputy Speaker 1:38 a.m.
    Completing it when?
    Mr Kyei-Mensah-Bonsu 1:38 a.m.
    Mr Speaker, I think that it was a very spirited attempt to bring Hon Colleagues to my side but since they are resisting the temptation, I would be a lone ranger if I pursued this enterprise.
    Mr First Deputy Speaker 1:38 a.m.
    Very well. So the proposed amendment is to delete “where” in the first line of clause 1.
    Question put and amendment agreed to.
    Mr Banda 1:38 a.m.
    Mr Speaker, this is just a minor amendment in order to reduce the verbosity inherent in clause 1 (2). It says:
    “This Act does not affect the validity of anything done before the date when the Act comes into operation”.
    I beg to move, clause 1 (2), delete “the date when the Act comes into operation” and insert, “before the commencement of this Act.”
    The new rendition would read: “This Act does not affect the validity of anything done before the commencement of this Act.”
    rose
    Mr S. Mahama 1:48 p.m.
    Mr Speaker, I hope so. We did the correction at the initial winnowing and we agreed that “date when'' in the second line be deleted. So, it would be:
    “This Act does not affect the validity of any done before the Act comes into operation''.
    We delete the first “the'' and “date when''.
    Mr First Deputy Speaker 1:48 p.m.
    I think the Hon Chairman of the Committee's commencement is better.
    Question put and amendment agreed to.
    Clause 1 as amended ordered to stand part of the Bill.
    Clause 2 ordered to stand part of the Bill.
    Clause 3 -- Prohibition of association exceeding twenty members
    Mr S. Mahama 1:48 p.m.
    Mr Speaker, I beg to move, clause 3, line 4, delete the word “its''.
    The new rendition would be:
    Mr S. Mahama 1:48 p.m.


    “A company or an association consisting of more than twenty persons shall not be formed for the purpose of carrying on business that has for its object the acquisition of gain by the company or Association or by individual members.”
    Mr Banda 1:48 p.m.
    Mr Speaker, if we delete the word “it'', the reading would be awkward. If we say that, ‘'for objects'' then it would read “that for objects'' and that will not make the provision -- [Interruption] -- is it the second one? So that it would read:
    “By individual members''
    Mr Kyei-Mensah-Bonsu 1:48 p.m.
    Mr Speaker, the drafting style these days is to endeavour to do away with possessive pronouns and I believe that is the spirit that the Hon Colleague is canvassing. Except in this case, if we delete it, it would be a bit cumbersome, so I believe the word ‘'its'' could be maintained in both lines 3 and 4.
    Mr First Deputy Speaker 1:48 p.m.
    Hon Member, what is your position? Would you withdraw your proposed amendment?
    Mr S. Mahama 1:48 p.m.
    Yes, Mr Speaker.

    Clause 3 ordered to stand part of the Bill.

    Clauses 4 and 5 ordered to stand part of the Bill.

    Clause 6 -- Right to form a company
    Mr Shaibu Mahama 1:48 p.m.
    Mr Speaker, we could do away with “by complying with this Act''. One or more persons may form an incorporated company.
    Mr Iddrisu 1:48 p.m.
    Mr Speaker, I would persuade Hon Shaibu to leave it as it is because further to this Act, would be elaborate provisions as to how to form it, whether it would be a company limited by guarantee or by shares or others. So, it does no harm to it. If he has no strong objections, he could let it fly.
    Mr Banda 1:48 p.m.
    Mr Speaker, it cannot be deleted completely because this Act applies to companies formed under same.
    I would want to propose an amendment to improve the language of clause 6.
    The new rendition would be:
    “One or more persons may form an incorporated company under this Act''.
    Instead of saying “by complying with this Act''.
    Mr S. Mahama 1:48 p.m.
    Mr Speaker, I withdraw my proposed amendment

    Question put and amendment agreed to.

    Clause 6 as amended ordered to stand part of the Bill.

    Clause 7 -- Types of companies
    Mr Banda 1:48 p.m.
    Mr Speaker, I beg to move, clause 7, subclause (4), line 1 delete “paragraph (a) of”.
    The new rendition would be:
    “A company of a type specified in subsection (1) may be a private company or a public company''.
    Mr Speaker, the reason is that, if it is limited to only clause 7(1) (a), the presumption is that, it is only clause 7(1) (a) that could either be public or private, but that is not the intendment of the subclause because under paragraph (b), there may be a private company which is limited by a guarantee in a public company limited by guarantee.
    That explains why the phrase has been deleted so that it would be applicable to all the types of companies listed under clause 7(1).
    Question put and amendment agreed to.
    Mr First Deputy Speaker 1:48 p.m.
    Hon Members, having regard to the state of Business of the House, I direct that the House Sits outside the regular sitting hours.
    Item numbered (ii), Hon Chairman of the Committee?
    Mr Banda 1:58 p.m.
    Mr Speaker, I beg to move, clause 7, subclause (5), opening phrase, before “is” insert “other than a company limited by guarantee”.
    Mr Speaker, the new rendition would read 1:58 p.m.
    “A private company other than a company limited by guarantee, is a company which by virtue of its constitution…”
    Mr Speaker, the reason for this rendition is that, there are certain characteristics under private company which have been listed under subclause (5) which are not applicable to companies limited by a guarantee. For instance, a company limited by guarantee cannot issue out shares or invite the public to deposit money.
    These have been listed under sub clause (5) and so, to say that, “a private company is a company which by virtue of its constitution…” and we list all these things , what it would mean is that, these characteristics would apply to a company limited by guarantee, which is wrong in law.
    That is why we would want to insert “a private company other than a company limited by guarantee”.
    Question put and amendment agreed to.
    Mr Banda 1:58 p.m.
    Mr Speaker, I beg to move, clause7, subclause (5), paragraph (b), line 2, after “to” insert “fifty”.
    Mr Speaker, the new rendition would read 1:58 p.m.
    (5) A private company other than a company limited by guarantee, is a company which by virtue of its constitution.
    (b) limits the total number of its members and debenture holders to fifty”.
    Mr Speaker, the rationale behind it is that, the number of members and debenture holders or creditors of a private company, by best practice, must not go beyond 50. The moment it goes beyond 50, it ventures into the arena of a public company.
    The assumption is that, a private company sort of comprises a person and his or her family members, more or less, or probably, very close friends.
    So when it goes beyond 50, then we are not talking about private companies but public companies. That is the rationale behind limiting the total number of members of private companies and debenture holders to
    50.
    Question put and amendment agreed to.
    Mr Banda 1:58 p.m.
    Mr Speaker, I beg to move, clause 7, subclause (7), line 2,
    at end , add “except a company limited by guarantee which has a membership of 50 or less”.
    Mr Speaker, the new rendition would read 1:58 p.m.
    “A company which is not a private company is a public company, except a company limited by guarantee which has a membership of fifty or less.”
    Mr Speaker, the reason is that we have already defined a private company and a public company. So this proposed amendment is intended to distinguish a private company limited by guarantee from a private company limited by shares and a public company. I do not know whether the explanation is clear.
    Mr Speaker, we have spoken about a private company under sub clause (5) and the characteristics are there. If the company is not private, it is public, but if we leave it as it has been crafted under clause 7, the presumption would be that, sub clause (5) would apply to a private company limited by guarantee, but that is not the intendment and that is why, in clause 7, we seek to add “except a company limited by guarantee which has a membership of fifty or less”.
    Question put and amendment agreed to.
    Mr First Deputy Speaker 1:58 p.m.
    Item numbered (v).
    Mr Banda 1:58 p.m.
    Mr Speaker, I would want to crave your indulgence, and
    with respect, take the House back to what we just dealt with to further amend the proposed amendment to clause 7 subclause (7) to read; “except a company limited by guarantee which has a membership of fifty or less persons.”
    Mr First Deputy Speaker 1:58 p.m.
    Can a membership be any other than persons? It can only be either human beings; natural or artificial persons and either ways, it is persons and so I think it should be sufficient.
    Let us proceed with item numbered (v).
    Mr Banda 1:58 p.m.
    Mr Speaker, I beg to move, clause (7) subclause (8), lines 1 and 2, delete “not for the purposes of incorporation” and insert, “for the purposes of corporation,”
    Mr Speaker, the only difference is that, we are seeking to insert comma after “not” in order to make it clearer. So it would read:
    “A company limited by guarantee shall not, for the purposes of incorporation, be registered with shares and shall not create or issue shares.”
    That is the difference.
    Question put and amendment agreed to.
    Clause 7 as amended ordered to stand part of the Bill.
    Clause 8 — Companies limited by guarantee
    Mr Banda 1:58 p.m.
    Mr Speaker, I beg to move, clause 8, subclause (1), line 1, delete “lawfully”.
    The new rendition would read:
    “(1) A company limited by guarantee shall not be incorporated with the object of carrying on business for the purpose of making profit other than making profit for the furtherance of its object.”
    Mr Speaker, what is sought to be done under this Act can only be done lawfully and so, there is no need to incorporate “lawfully”.
    It does not make sense, it is verbose implied.
    Mr Iddrisu 2:08 p.m.
    Mr Speaker, are we not maintaining the character of Gower because “lawfully and incorporated” presumably means that somebody would have purported to have established that vehicle to carry on business for the purpose of making profits other than making profit for the furtherance of its object.
    So one may purport that this is what one is doing, but in incorporation, one purports that - Let me read it in full:
    “A company limited by guarantee shall not lawfully…”.
    Mr Iddrisu 2:08 p.m.


    Mr Speaker, “lawfully” has no legal effect and I agree with the Hon Chairman.
    Mr Speaker, it would read 2:08 p.m.
    “…shall not be incorporated with the object of carrying on business for the purpose of making profits other than making profits for the furtherance of its object”.
    At the time that the person processes himself to establish the company, he may have purported what he wants to do and may get away with a certificate of incorporation.
    If it is further established that he makes profits other than what he declared, Gower meant that this incorporation was not lawful and he may not have provided some information at the time.
    That is why I do not have a problem with “lawfully” being maintained even though I do not see its legal effect.
    Mr First Deputy Speaker 2:08 p.m.
    Yes, “incorporation” and “operation”, I think there is a difference. You have incorporated, but you are using it for unlawful purpose. All right.
    Question put and amendment agreed to.
    Clause 8 as amended ordered to stand part of the Bill.
    Clause 9 -- Conversion of company limited by shares to company limited by guarantee
    Mr Banda 2:08 p.m.
    Mr Speaker, I beg to move Clause 9 -- subclause (1), paragraph (b), line 1, delete “its” and insert “all the”.
    Mr Speaker, it would read 2:08 p.m.
    “A company limited by shares may be converted into a company limited by guarantee if,
    (b) all the members”.
    Mr Speaker, we seek to delete the use of the possessive ‘if all the', otherwise, the substance is the same.
    Mr First Deputy Speaker 2:08 p.m.
    Item numbered (viii)?
    Mr Banda 2:08 p.m.
    Mr Speaker, I beg to move, clause 9 -- subclause (2), lines 4 and 5, delete “altered to meet the circumstance of the case” and insert “indicating that the company is limited by guarantee”.
    Mr Speaker, I want to seek your leave to further improve upon what we are seeking to insert. Instead of saying: “indicating that the company is limited by guarantee”, we would say, “to the effect that the company is limited by guarantee”.
    So subclause (2) would read;
    “On delivery to the Registrar for registration of a statutory declaration by a director and the secretary of the company confirming that the conditions of subsection (1) have been complied with, the Registrar shall issue a new certificate of incorporation to the effect that the company is limited by guarantee'.
    Mr Speaker, this is a better rendition instead of saying; “indicating that the company is limited by guarantee”.
    Question put and amendment agreed to.
    Mr Banda 2:08 p.m.
    Mr Speaker, I beg to move, clause 9 -- subclause (2), lines 4 and 5, delete “altered to meet the circumstance of the case” and insert “indicating that the company is limited by guarantee”.
    Mr Speaker, the substance is the same, except that the original rendition is captured in one provision; but we seek to break it down in order to make it reader-friendly.
    Mr Kyei-Mensah-Bonsu 2:08 p.m.
    Mr Speaker, except that we are talking about “rights and obligations” and not “rights or obligations”.
    Mr First Deputy Speaker 2:08 p.m.
    Do you propose “rights or obligations” or “rights and obligations”?
    Mr Kyei-Mensah-Bonsu 2:08 p.m.
    Mr Speaker, ‘rights or obligations' since either of them could stand alone.
    Mr First Deputy Speaker 2:08 p.m.
    Very well.
    Yes, Hon Dafeamekpor?
    Mr Dafeamekpor 2:08 p.m.
    Mr Speaker, thank you. For the records, the item we are considering is rather item numbered 9 but subclause (8).
    Mr First Deputy Speaker 2:08 p.m.
    I announced item numbered 9 but we have been dealing with clause 9 and this is the third proposed amendment.
    Very well.
    Yes, Hon Ranking Member?
    Alhaji I.A.B. Fuseini 2:08 p.m.
    Mr Speaker, this provision was supposed to be a re-arrangement to make it reader-friendly. However, I detect that in clause 9 (a), “rights” has now lost its “s”. [Interruption] -- Has he added it?
    All right, thank you.
    Question put and amendment agreed to.
    Clause 9 as amended ordered to stand part of the Bill.
    Clause 10 -- Duties of promoters
    Mr Banda 2:08 p.m.
    Mr Speaker, I beg to
    move, clause 10 subclause (3), paragraph (c), line 2, delete “promoter's failure” and insert “failure of the promoter”.
    Mr Speaker, the new rendition will read 2:08 p.m.
    “Until the formation of a company is complete and its working capital has been raised, the promoter shall,
    (c) compensate the company for any loss suffered by it or by reason of the failure of the promoter to observe the utmost good faith”.
    The substance is the same, except that it was proposed that we should avoid the use of the possessive. That is the intendment, otherwise the essence has not changed.
    Mr First Deputy Speaker 2:18 p.m.
    Very well.
    Question put and amendment agreed to.
    Mr First Deputy Speaker 2:18 p.m.
    Hon Chairman, item numbered (xi).
    Mr Kyei-Mensah-Bonsu 2:18 p.m.
    Mr Speaker, just a minor correction in clause 10 (1):
    “A person who is or has been engaged or interested in the formation of a company is a promoter of that company.”
    Mr Speaker, “who is or has been” equally affects “interested” but it cannot be read that “a person who has been interested” --

    Mr Speaker, I think it is right but in clause 10(3) we should rather begin with the words captured in line 2. So, the opening phrase should begin with:

    “The promoter shall until the formation of a company is complete and its working capital has been raised (a) stand …”

    Mr Speaker, so we should begin with “The promoter shall …”
    Mr First Deputy Speaker 2:18 p.m.
    “… until the formation of a company is complete and its working capital has been raised, the promoter shall …”
    Hon Leader, you suggest that “the promoter shall” should begin. Is the value the same or not?
    Alhaji I.A.B. Fuseini 2:18 p.m.
    Mr Speaker, the value is the same, except that it is consistent with modern drafting. The whole thing is about what the promoter could do and so we could start with the subject, which is “the promoter”.
    “The promoter shall until the formation of a company is complete and its working capital has been raised …”
    Mr Speaker, so if we take that phrase, then it could simply read, “The promoter shall stand in fiducial relationship to the company”. We are talking about the promoter, so it should be a subject not qualified by a gerund. Mr Speaker, this one is modern drafting.
    Mr First Deputy Speaker 2:18 p.m.
    Hon Chairman, I would direct that the draftpersons should rearrange the clause starting with “The promoter's shall”.
    Hon Chairman, proceed with item numbered (xi).
    Mr Banda 2:18 p.m.
    Mr Speaker, I beg to move, clause 10, subclause (4), line 2, delete “promoter's duty” and insert “duty of the promoter”.
    Mr Speaker, it would read 2:18 p.m.
    “A promoter that acquires property or information in circumstances in which it was the duty of the promoter as a fiduciary to acquire it on behalf of the company, shall account to the company for the property or information and for the profit which the promoter may have made from the use of that property or information.”
    Mr Speaker, it is the same principle that we seek to use here because we seek to avoid the use of the possessive noun as we did in relation to the preceding subclause that we have just dealt with. Mr Speaker, otherwise, the substance remains the same and nothing has changed.
    Question put and amendment agreed to.
    Mr S. Mahama 2:18 p.m.
    Mr Speaker, before you put the Question on the entire clause 10, under line 2 of clause
    10 (5), “rescinded” -- I wonder how we would rescind a transaction. I think that it should be “revoked”. Mr Speaker, so it should read:
    “A transaction between a promoter and a company may be revoked by the company unless, after full disclosure of material facts known to the promoter, the transaction has been entered into or ratified on behalf of the company.”
    Mr Speaker, I beg to propose that we replace “rescinded” with “revoked”.
    Mr First Deputy Speaker 2:18 p.m.
    Hon Members, is there a difference between revoked and rescinded?
    Mr Kpemka 2:18 p.m.
    Mr Speaker, I think that this is a clear case of pre- incorporation contracts and the effect of failure to ratify and so on; “rescind” is the appropriate word in the circumstance.
    Mr Speaker, when a pre- incorporation contract has been done and a company has come into existence and there is no formal ratification, then whatever is carried on thereafter becomes invalid. So, the appropriate word in the circumstance is “rescinded”.
    Mr Speaker, the revocation would have been if the company has come into existence and has adopted for itself whatever was done in the pre- incorporation contract, then we could
    Mr Kpemka 2:18 p.m.


    talked about revocation at that stage. Mr Speaker, but at this particular stage the appropriate word is “rescind” and not “revocation”.
    Mr First Deputy Speaker 2:18 p.m.
    But have we used pre-incorporation contract that would be rescinded? That is appropriate because it is a decision that is being rescinded.
    Here, we are talking about a transaction. Could we rescind a transaction? The confusion is the choice of word there -- a transaction between a promoter and a company. Or if you would want to substitute that for a contract, then it could be rescinded but I wonder whether it could be --
    Mr Kpemka 2:18 p.m.
    Mr Speaker, strictly speaking, the transaction here is a pre-incorporation contract. The principle underpinning this is that when a pre-incorporation contract is not ratified by a company upon its incorporation then it is not valid.
    It is not binding on the company, and that is why I am saying that at that particular stage the decision that was taken by the promoters would be rescinded but not revoked because it is not yet a contract strictly speaking. Mr Speaker, it is a pre- incorporation arrangement and until it has been adopted by a Board at a formal meeting, then it is not. So “rescinded” is supposed to be --
    Mr First Deputy Speaker 2:18 p.m.
    Hon Deputy Attorney-General and
    Minister for Justice, you are speaking as a lawyer and choosing technical words and expect that every Ghanaian would understand it to be used in their technical sense. We are making laws for everybody and not only lawyers, so that is why rescinding a transaction becomes problematic.
    Mr Banda 2:28 p.m.
    Mr Speaker, there is a difference between revocation and rescission. In law, revocation is attacking the validity, and rescission is not necessarily attacking the validity. In this particular circumstance, Gower uses rescinded because the transaction may be rescinded not on the basis of the transaction being invalid.

    Probably, given the circumstances under which the contract was entered into, the company may say that it is not interested in this transaction, which does not necessarily mean that right from the outset, the transaction was invalid.

    That is not what it says.

    Mr Speaker, to be on a safer side, “rescission” is more appropriate.
    Mr Dafeamekpor 2:28 p.m.
    Mr Speaker, I think the intendment we would want
    to convey here is that where a transaction between a promoter and the company might, for instance, be cancelled by the company unless after full disclosure of the material fact known to the promoter, the transaction has been entered into or ratified on behalf of the company.
    In the same sentence, we are using another technical term, “ratification”. What we are saying is not for the cancellation of that transaction on grounds of nullity and all that.
    We are only saying that if one enters into that transaction and fails to disclose the material facts to the company, the company has the right to rescind from it, avoid it or cancel it. Once we begin to use very technical words like “rescission”, it might be --
    Mr First Deputy Speaker 2:28 p.m.
    Hon Members, let us be guided by going to the dictionary. “Rescind” which means revoke, cancel, or repeal a law, order or agreement. Synonyms - revoke, repeal, cancel, reverse, abrogate, overturn, et cetera.
    So I think it is the same thing. It does not make any difference whether we use “revoke” or “rescind”.
    Mr Dafeamekpor 2:28 p.m.
    Mr Speaker, except that in this case, rescission in contract law has very technical meaning because we have different definitions for rescission, revocation and all that with separate case law in support when we go into contract law.
    Mr First Deputy Speaker 2:28 p.m.
    You would end up with the same thing to mean you are not enforcing that particular transaction or agreement.
    Alhaji I.A.B. Fuseini 2:28 p.m.
    Mr Speaker, you have saved us from the embarrassment of having to argue on the same words. I think rescind should stay, then we can make progress.
    Mr First Deputy Speaker 2:28 p.m.
    So I would put the Question on the entire clause 10.
    rose
    Mr First Deputy Speaker 2:28 p.m.
    Hon Majority Leader, are you arresting the decision?
    Mr Kyei-Mensah-Bonsu 2:28 p.m.
    Mr Speaker, it is not on the decision.
    You are putting the Question on Clause 10 as amended, but there is subclause 5 (a) that the principle espoused by the Hon Chairman would still hold; “company's director” and “directors of companies”.
    Mr First Deputy Speaker 2:28 p.m.
    Are you moving an amendment that we should substitute “company's directors” with “directors of the company”?
    Mr Kyei-Mensah-Bonsu 2:28 p.m.
    Mr Speaker, I thought what the Hon Chairman said, consequentially that is how it should read.
    Mr First Deputy Speaker 2:28 p.m.
    Do you want the consequential order that all places where “company's directors” are should be substituted with “directors of the company”?
    Mr Banda 2:28 p.m.
    Yes, Mr Speaker.
    Mr First Deputy Speaker 2:28 p.m.
    The draftspersons are hereby directed to change it.
    Mr Banda 2:28 p.m.
    Mr Speaker, except to give a caveat that possessive runs throughout the Bill. I thought the initial understanding was that much as we have rules of legislative drafting, we did not want to apply the rules strictly to the language of Gower.
    Alhaji I.A.B. Fuseini 2:28 p.m.
    Mr Speaker, we said that we should maintain Gower as close as possible; but recently, when we considered the Bill, we realised that if we give the full expression to the possessive, it makes the Bill more legible and understandable.
    That is why we say the “promoter's duty” becomes more illegible. That is why we say that wherever we have the noun in the possessive form before the qualifying adjective, we have to reverse it and express it on its own.
    Mr First Deputy Speaker 2:28 p.m.
    That means, it was an agreement you had at your winnowing. If it is agreed here, I would implement it. If it is not agreed here, we would take them one after the other.
    Is that agreed?
    Mr Banda 2:28 p.m.
    Once the House has taken a contrite decision, I have to oblige. So we are moving.
    Mr First Deputy Speaker 2:28 p.m.
    Very well, the draftpersons shall take note and make all those corrections, and changes.
    Clause 10 as amended ordered to stand part of the Bill.
    Clause 11 -- pre-incorporation contracts
    Mr First Deputy Speaker 2:28 p.m.
    There is no advertised amendment, and so I would put the Question.
    rose
    Mr First Deputy Speaker 2:28 p.m.
    Hon Chairman, are you on your feet in respect of clause 11?
    Mr Banda 2:28 p.m.
    Mr Speaker, the amendment under line 4 the Hon Majority Leader insists that I proffer an amendment under “formation of companies”. [Interruption.]

    I have agreed. I have already said that I have agreed. I cannot depart from the decision of the House, so I agree that wherever it appears, the principle should apply.

    Clauses 11 and 12 ordered to stand part of the Bill.

    Clause 13 -- Application for incorporation
    Mr Banda 2:38 p.m.
    Mr Speaker, I beg to move, clause 13, subclause (2), paragraph (d), and line 3 delete “or” and in line 4, after “bag” insert “or digital address”.
    Mr Speaker, subclause (2), (d) would read 2:38 p.m.
    “An application for incorpora- tion shall be made in the prescribed form and delivered to the Registrar.
    (2) The application shall include
    (d) The addresses of the proposed company's registered office, in this case registered office of the company, and principle place of address business in the Republic, its telephone number and the post office, private mail bag or digital address of the registered office of the company”.
    So Mr Speaker, the insertion is “digital address”. We seek to include “digital address”.
    Question put and amendment agreed to.
    Mr Banda 2:38 p.m.
    Mr Speaker, I beg to move, clause 13, subclause (2), add the following new paragraphs:
    “(h) a statutory declaration by each proposed director indicating that within the
    preceding five years, that person has not been
    (i) charged with or con- victed of a criminal offence involving fraud or dishonesty;
    (ii) charged with or convicted of a criminal offence relating to the promotion, incorporation or manage- ment of a company; or
    (iii) declared insolvent or if that person has been insolvent, the date of the insolvency and the particular company;
    (iv) consent of each proposed director.”
    Mr Speaker, the reason is to obligate the person to swear to a statutory declaration setting out the facts as stated in the proposed amendment, so that the declaration would contain the information that the person has not been charged or convicted of a criminal offence and so on.
    Mr Speaker, this is the reason behind the inclusion of this new paragraph.
    Mr First Deputy Speaker 2:38 p.m.
    Are we deleting the existing paragraphs (h) and (i)?
    This is because these are numbered (h) and (i), but there are already (h) and (i) sub paragraphs in the Bill.
    Mr Banda 2:38 p.m.
    Mr Speaker, we do not seek to delete paragraphs (h) and (i). This is purposed to be included in clause 13 of the Bill.
    Mr First Deputy Speaker 2:38 p.m.
    Very well. So we would take the votes and the draftspersons would be directed to re-number it.
    Mr Banda 2:38 p.m.
    So, Mr Speaker, the draftspersons would have to find a suitable place for the addition.
    Question put and amendment agreed to.
    Mr S. Mahama 2:38 p.m.
    Mr Speaker, I beg to move, a further amendment. We would replace “person” with “proposed director”.
    Mr First Deputy Speaker 2:38 p.m.
    I do not get it. Where? Which one?
    Mr S.Mahama 2:38 p.m.
    Mr Speaker, so paragraph (h) would read:
    “ a statutory declaration by each proposed director indicating that within the preceding five years, that proposed director has not been…” instead of “ that person”.
    Mr First Deputy Speaker 2:38 p.m.
    Why? We have already mentioned the director, and we said “that person”. Why should we change it to “proposed director”?
    Mr S. Mahama 2:38 p.m.
    If we say “each proposed director”, it rhymes with “each proposed director”. It is specific.
    Mr Dafeamekpor 2:38 p.m.
    Mr Speaker, I support the current further amendment being proposed because it makes it certain and specific. But if we say “that person”, even though in the controlling sentence, we said “by each proposed director”, we do not know which of them. This one makes it certain.
    Mr Kyei-Mensah-Bonsu 2:38 p.m.
    Mr Speaker, if we look at clause 13, taking it from subclause (2), it all relates to the proposed director of the proposed company.
    So, I think we need to tidy it up a bit here. All of it refers to clause 2(b), a proposed company, proposed company in paragraphs (c), (d), (g), (h) and (i). Let us find a way to capture that sense. So it would read:
    “the statutory declaration by each proposed director of the proposed company”.
    Mr Banda 2:38 p.m.
    Mr Speaker, I agree with the Hon Member for Daboya that we should replace “person” with “proposed director” because we cannot refer to any other person than the proposed director, in order to bring more clarity to bear on the provision.
    Secondly, I agree with the Hon Majority Leader to the extent that we should insert;
    “a statutory declaration by each proposed director of the proposed company”.
    That also makes a lot of sense.
    I therefore move, going by the two proposed amendments, that the new rendition should read:
    “a statutory declaration by each proposed director of the proposed company indicating that within the preceding five years, that proposed director has not been…”
    Mr Speaker, then the rest would follow.
    Alhaji I.A.B. Fuseini 2:38 p.m.
    Mr Speaker, I agree to the proposed amendment, and also to further amend paragraph (h) (iii), line 3, after “particular of the”. So it becomes; “and the particulars of the company”.
    We are trying to say that the statutory declaration must include whether he has been declared insolvent, or that proposed director has been insolvent. The date of the insolvency and the particulars of the company --
    Mr First Deputy Speaker 2:48 p.m.
    No, it should be captured as “the particular company”, of which company he was declared insolvent.
    Alhaji I.A.B. Fuseini 2:48 p.m.
    Yes, that is it, capturing it as “the particular company”, does not make good reading, so it should rather say “the particulars of that company”, or “the company for which he was declared insolvent.”
    Mr First Deputy Speaker 2:48 p.m.
    The phrase “the proposed director has been declared insolvent, or if that person has been” -- I believe that phrase should also change. If that proposed director has been insolvent, the date of the insolvency and the particular company --
    Alhaji I.A.B. Fuseini 2:48 p.m.
    Mr Speaker, it should be captured as “the particular company where he was working”, but if we say “and the particular company”, it does not make -- so, we would have to put it as “and the particulars of the company that he was working in.”
    Mr First Deputy Speaker 2:48 p.m.
    I believe so. It should be “and the particulars of the company”.
    Hon Chairman of the Committee, are you paying attention to the caption; “and the particulars of the company?”
    Mr Banda 2:48 p.m.
    Mr Speaker, I was trying to seek certain opinions. [Interruption.]

    Mr Speaker, I do not want any strong opposition, so we could go on. The caption “particulars of the company”, would give further and better particulars of the company. So, I agree.
    Mr First Deputy Speaker 2:48 p.m.
    Very well, I hope you have taken note of all the further proposed amendments to the proposed amendment.
    rose
    Mr First Deputy Speaker 2:48 p.m.
    Yes, Hon Dafeamekpor?
    Mr Dafeamekpor 2:48 p.m.
    Mr Speaker, I indeed support the present amendment being proffered by the Hon Ranking Member, save that I believe if we put the phrase; “and the particulars of that company” -- [Interruption] -- I thought I heard “the company.”
    Mr First Deputy Speaker 2:48 p.m.
    Yes, it is “particulars of that company.”
    Very well, Hon Members, I would put the Question.
    Question put and amendment agreed to.
    Clause 13 as amended, ordered to stand part of the Bill.
    Clauses 14 and 15 ordered to stand part of the Bill --
    Mr Kyei-Mensah-Bonsu 2:48 p.m.
    Mr Speaker, I am sorry to have to take us back.
    Mr Speaker, on clause 14, there are some minor corrections that I would like to make. On line two, it says: “the registrar shall after the payment of the prescribed fees, certify…” There should be a comma after the word “shall”, and the word “registrar” should have an apostrophe after its last word, then an introduction of the word “seal” after the word “registrar”, so that the phrase would
    come to mean; “under the seal of the Registrar.”
    Question put and amendment agreed to.
    Clause 14 as amended, ordered to stand part of the Bill.
    Clause 16 ordered to stand part of the Bill.
    Clause17 -- Error or omission in document
    Mr Kyei-Mensah-Bonsu 2:48 p.m.
    Mr Speaker, again, I have a very minor amendment.
    Mr Speaker, on line 3 of clause 17, it says, and with your permission I read 2:48 p.m.
    “the company and every signatory of the document is without limiting section 329 liable”. So, there should be a comma after the word “is” in line 3.
    Question put and amendment agreed to.
    Clause 17 as amended, ordered to stand part of the Bill.
    Clause 18 ordered to stand part of the Bill.
    Mr Kyei-Mensah-Bonsu 2:48 p.m.
    Mr Speaker, respectfully, we could take a suspension here and come back to continue.
    Mr First Deputy Speaker 2:48 p.m.
    At what time should we come back?
    Mr Kyei-Mensah-Bonsu 2:48 p.m.
    Mr Speaker, we would come back at
    Mr First Deputy Speaker 4 a.m.
    It is three minutes to 3.00 p. m. on my clock here.
    Mr Kyei-Mensah-Bonsu 4 a.m.
    Mr Speaker, we would come back around 4.30 p. m.
    Mr First Deputy Speaker 4 a.m.
    I believe 4.30 p. m. would be fine.
    Hon Members the House is accordingly suspended until 4.30 p. m. prompt.
    3.58 p.m. -- Sitting suspended.
    5.00 p.m. -- Sitting resumed.
    Mr First Deputy Speaker 4 a.m.
    Hon Chairman of the Committee, which was the last clause we did?
    Mr Banda 4 a.m.
    Mr Speaker, we did clause 18 so, we would go to clause
    19.
    Clause 19 -- Limits of company's authority
    Mr Banda 4 a.m.
    Mr Speaker, I beg to move, clause 19, subclause (1), before “constitution” insert “registered”.
    Mr Speaker, the reason is that, we are moving from Regulations to constitution and a company may decide to register its object or nature of its business or not. In this dispensation, it is not being made
    compulsory. So where their constitution sets out the nature of business or objects of the company - so Mr Speaker, the constitution in this context refers to a registered constitution.
    Question put and amendment agreed to.
    Mr First Deputy Speaker 4 a.m.
    Item numbered (xiv) -- Hon Chairman of the Committee?
    Mr Banda 4 a.m.
    Mr Speaker, I beg to move, clause 19, subclause (5), redraft as follows:
    “(5)” On the application of
    (a) a member of the company, or
    (b) the holder of a debenture secured by a floating charge over all or any of the property of the company or the trustee for the holders of those debentures,
    the Court may prohibit, by injunction, the doing of an act or the conveyance or transfer of a property in breach of subsection (1)”.
    Mr Speaker, the substance is the same, except that we are trying to break subclause (5) down in order to make it clearer and reader friendly. Otherwise, the substance has not changed.
    Question put and amendment agreed to.

    Clause 19 as amended ordered to stand part of the Bill.

    Clause 20 ordered to stand part of the Bill.

    Clause 21 -- Names of companies
    Mr Banda 4 a.m.
    Mr Speaker, I beg to move, clause 21, subclause (1), add the following new paragraph:
    “(1) private company unlimited by shares shall be “Private Unlimited Company” or the abbreviation ‘PRCU.'”
    Mr Speaker, you would realise that under clause 21, we have a “private company limited by shares, public company limited by shares, company limited by guarantee et cetera, but we do not have private company unlimited by shares. So we seek to add private company unlimited by shares shall be “private unlimited company” because we have “private company by shares”.
    Mr First Deputy Speaker 4 a.m.
    So what is the extent of its liability? I thought that “private company unlimited by shares” used to be enterprises.
    Mr Banda 4 a.m.
    Mr Speaker, we have the enterprises; they are different. In this case, what it means is that, unlike private companies limited by shares, in this particular case, there is no limitation as to the liability of its members.
    Mr Speaker, I am told that this is the kind of company law firms have been registering, but it appears to us that we are not too familiar with this kind of phraseology. It is legal to have a private company unlimited by shares.
    Mr First Deputy Speaker 4 a.m.
    That is new to me because if I recall correctly, we used to register the firms as registration of business names and then, there were partnerships. Anyway, I would have to read more about it myself.
    Question put and amendment agreed to.
    Mr First Deputy Speaker 4 a.m.
    Item numbered 11 (xvii).
    Mr Banda 4 a.m.
    Mr Speaker, I beg to move, clause 21, subclause (4), line 1, before “change” insert “in writing” and in line 2, before “approval” insert “written” and further delete “signified”.
    Mr Speaker, the new rendition reads 4 a.m.
    “A company may, in writing, change its name by special resolution and with the written approval of the Registrar.”
    Mr Speaker, the sense is that, a company should change its name by a written resolution, but we wanted to make it abundantly clear that for the avoidance of doubt, a company can only change its name by written resolution.
    Thirdly, the Registrar can only approve in writing. The sense is the same but we wanted to make it better crafted.
    Mr Kpemka 4 a.m.
    Mr Speaker, I just noticed something. If what the Hon Chairman has rendered is the proposed one, then the conjunction “and” should not be there. It should read:
    “A company may, in writing, change its name by special resolution with the written approval of the Registrar.”
    Mr First Deputy Speaker 4 a.m.
    Is that the sense of the House?
    Some Hon Members 4 a.m.
    Yes.
    Mr First Deputy Speaker 4 a.m.
    So, the word, “and”, is deleted.
    Question put and amendment agreed to.
    Mr First Deputy Speaker 4 a.m.
    Item numbered 11 (xviii).
    Mr Kyei-Mensah-Bonsu 5:10 a.m.
    Mr Speaker, I just had some conversation with my Hon Colleagues.
    If through inadvertence or otherwise, a company on its first registration or on its registration by a new name is registered by a name which, in the opinion of the Registrar is misleading or undesirable, the
    company would be required to change its name.
    Mr First Deputy Speaker 5:10 a.m.
    Hon Chairman, you may move your Motion.
    Mr Banda 5:10 a.m.
    Mr Speaker, are we done with the subclause (4)?
    Mr First Deputy Speaker 5:10 a.m.
    I do not know. That is what you were supposed to do when the Hon Majority Leader —
    Mr Banda 5:10 a.m.
    Mr Speaker, the new rendition reads:
    “A company may, in writing, change its name by a special resolution with the written approval —
    Mr First Deputy Speaker 5:10 a.m.
    We are done with that one; move the Motion. [Pause] Oh! very well. There are three amendments; The third amendment; is this subclause
    (5)?
    Mr Banda 5:10 a.m.
    Mr Speaker, I beg to move, clause 21, subclause (5), line 4, delete “may” and insert “shall”.
    Mr Speaker, the new rendition reads 5:10 a.m.
    “If through inadvertence or otherwise, a company on its first registration or on its registration by a new name is registered by a name which, in the opinion of the Registrar is misleading or undesirable, the company shall change its name with the approval of the Registrar.''
    Mr Speaker, the new rendition reads 5:10 a.m.


    Mr Speaker, the point is that where the Registrar, through her own inadvertence, registers a name which is misleading, this provision gives the Registrar the power to prevail upon the company to change its name. So, when that instruction is given, the company shall change its name. The word, ‘may' may imply that the company may decide to change it or not; or to abide by the instruction of the Registrar or not. So, we want to make it mandatory.
    Alhaji I.A.B. Fuseini 5:10 a.m.
    Mr Speaker, the essence of this change to make it mandatory is simply that, we should not encourage people to register companies with misleading names. So, this provision seeks to give the power to the Registrar to compel a change of a name if, in the view of the Registrar, that name is misleading.
    We want to put it beyond doubt that such a change must happen. Except that the condition ‘if' appears to be too pedestrian. When Prof. Gower was drafting the law at that time, ‘if' was considered to be very important in law-making. So we want to further amend subclause (5) by the deletion of ‘if' and inserting ‘where' as appears in the next subclauses (6) and (7).
    Mr First Deputy Speaker 5:10 a.m.
    Yes, Hon Chairman of the Committee, the ‘where'.
    Mr Banda 5:10 a.m.
    No objection, Mr Speaker.
    Mr First Deputy Speaker 5:10 a.m.
    Very well.
    Question put and amendment agreed to.
    Clause 21 as amended, ordered to stand part of the Bill.
    Clause 22 -- Reservation of Name
    Mr First Deputy Speaker 5:10 a.m.
    There is no advertised amendment.
    rose
    Mr First Deputy Speaker 5:10 a.m.
    Yes, Hon Majority Leader?
    Mr Kyei-Mensah-Bonsu 5:10 a.m.
    Mr Speaker, I thought there was an agreement to change the ‘six months' to 12 months, but I am told that eventually, that amendment was not upheld. So, if it was not upheld, then, perhaps, we could leave it.
    Mr First Deputy Speaker 5:10 a.m.
    Very well.
    Clause 22 ordered to stand part of the Bill.
    Clause 23 -- Option to have a registered constitution
    Mr Banda 5:10 a.m.
    Mr Speaker, I beg to move, clause 23, subclause (2), opening phrase, lines 1 and 2, delete “the document that represents”.
    Mr Speaker, it would read 5:10 a.m.
    “Where a company opts to have a registered constitution, the constitution shall be…”
    Mr Speaker, this is because the document that represents the constitution is not the intended document to be signed; it is rather the registered constitution that would be signed. So we thought that ‘the document that represents' is of no relevance and same should be deleted. It is the constitution that is being referred to.
    Mr First Deputy Speaker 5:10 a.m.
    Very well.
    Question put and amendment agreed to.
    Mr Banda 5:10 a.m.
    Mr Speaker, I beg to move, clause 23, subclause (2), paragraph (b), line 1, after “subscriber” insert “or an authorised representative”.
    Mr Speaker, it would read 5:10 a.m.
    “Where a company opts to have a registered constitution, the constitution shall be delivered to the Registrar by the subscriber or an authorised representative before incorporation.”
    Mr Speaker, the purpose is to make the provision flexible, so that where the subscriber himself cannot deliver the constitution to the Registrar, his or her authorised representative could do so before incorporation. That is the sense.
    Question put and amendment agreed to.
    Mr Banda 5:20 p.m.
    Mr Speaker, I beg to move, clause 23, subclause (2), paragraph (c), line 1, delete “Secretary or” and insert “Secretary,” and in line 2, at end, add “or an authorised representative”.
    Mr Speaker, I would seek your leave to further improve upon the proposed amendment. It would therefore, read:
    “Where a company opts to have a registered constitution, the constitution shall be delivered to the Registrar by the company's Secretary, Director, an authorised representative —”

    Mr Speaker, “an authorised representative” should come immediately after “director”. This one has been brought after “incorporation” and I do not think that would make sense. So I am seeking your leave to insert “an authorised representative” after “director”. It would read:

    “delivered to the Registrar by the company Secretary, director, or an authorised representative after incorpora- tion.”
    Mr First Deputy Speaker 5:20 p.m.
    In that case, you do not need the comma after “director”.
    Question put and amendment agreed to.
    Clause 23 as amended ordered to stand part of the Bill.
    Clause 24 -- Effect of Act on company that has lodged a registered constitution.
    Mr Banda 5:20 p.m.
    Mr Speaker, there is no advertised amendment but we just effected some amendment in the preceding clause dealing with “document intended to be the registered constitution”. So, could you direct that wherever there is “document intended to be the registered”, it should be deleted. This is because the provision is referring to the registered constitution. So, it would read:
    “Where a private company has delivered to the Registrar its registered constitution, the rights, powers, duties and obligations…”
    That is clause 24 (1) and it finds expression in clause 24 (2) and clause
    24 (3).
    Mr First Deputy Speaker 5:20 p.m.
    Very well, the draftpersons are hereby directed to delete the expression “document intended to be” from the text of the Bill in any clause that it is encountered.
    Mr Banda 5:20 p.m.
    Mr Speaker, it should rather start from “its document
    intended to be”, otherwise the double “it” would clash. It should start from the first “it”.
    Mr First Deputy Speaker 5:20 p.m.
    Very well. So I would vary the order. The phrase to be deleted by the draftpersons is “its document intended to be”.
    Mr Mercer 5:20 p.m.
    Mr Speaker, I realised that from clause 24 (1), the “it” ought to remain in that subclause because there is no double “it” as opposed to clause 24 (2) and clause 24 (3) where we would have double “it” if the deletion begins from “document”.
    Mr First Deputy Speaker 5:20 p.m.
    Which one are you referring to? Clause 24 (3)?
    Mr Mercer 5:20 p.m.
    Mr Speaker, I am referring to clause 24 (1), that is
    “Where a private company has delivered to the Registrar its registered constitution…”.
    The Hon Chairman proposed that the deletion should commence from “it” in all situations and I am saying that the deletion of “it” would not apply to clause 24 (1) but would apply to clause 24 (2) and clause 24 (3).
    Mr Banda 5:20 p.m.
    Mr Speaker, I think that he is right. It applies to only clause 24 (2) and clause 24 (3). Clause 24 (1) is different.
    Mr First Deputy Speaker 5:20 p.m.
    So should we restore “it” in clause
    24(1)?
    Mr Banda 5:20 p.m.
    Mr Speaker, in clause 24 (1) the words to be deleted are “document intended to be the” but in clause 24 (2) it would start from “its document” and end at “be”. Clause 24 (3) would start from “its document” and end at “be” in the second line.
    Mr Kyei-Mensah-Bonsu 5:20 p.m.
    Mr Speaker, the Hon Chairman rose to effect the correction in clause 24 (1) but the Hon Member for Sekondi caught your eye first. So, that is supposed to be, except that in line with what we were doing this morning, perhaps, we would rather put it this way:
    “Where a private company has delivered to the Registrar the registered constitution of that company”.
    The others would then follow. We just indicated to ourselves that the possessive pronoun would have to be struck out, so that should be the most appropriate response.
    Mr Speaker, in line with the earlier decision, we could, perhaps, leave that to the draftspersons.
    Mr First Deputy Speaker 5:20 p.m.
    We should leave it to the draftpersons?
    Mr Kyei-Mensah-Bonsu 5:20 p.m.
    Mr Speaker, we have:
    “Where a private company has delivered to the Registrar the registered constitution of the company, the rights, powers, duties and obligations of that company…”
    Mr First Deputy Speaker 5:20 p.m.
    In that case the word, “it” would be deleted.
    Mr Kyei-Mensah-Bonsu 5:20 p.m.
    The “it” would be deleted, so it would read:
    “Where a private company has delivered to the Registrar the registered constitution of the company, the rights, powers, duties and obligations of that company…”
    The second “the” would become “that”.
    Question put and amendment agreed to.
    Clause 24 as amended ordered to stand part of the Bill.
    Clause 25 -- Effect of Act on company without a registered constitution.
    Mr First Deputy Speaker 5:20 p.m.
    There is no advertised amendment to clause 25.
    Mr Kyei-Mensah-Bonsu 5:20 p.m.
    Mr Speaker, just a very little one. I beg to move, line 3, clause 25, delete “the” before “company” and insert “that”.
    Question put and amendment agreed to.
    Mr First Deputy Speaker 5:20 p.m.
    Any further amendment?
    Mr Kyei-Mensah-Bonsu 5:20 p.m.
    Mr Speaker, consequentially, same application for clause 25 (2) and (3) as well.
    Mr First Deputy Speaker 5:30 p.m.
    Very well. The draftspersons are directed to take a cue from the amendment agreed and effect the appropriate corrections.
    Clause 25 as amended ordered to stand part of the Bill.

    Clause 26 ordered to stand part of the Bill.

    Clause 27 -- Form of constitution.
    Mr Banda 5:30 p.m.
    Mr Speaker, I beg to move, clause 27, subclause (1), line 1, delete “shall” and insert “may”.
    The new rendition would read:
    “Every unlimited company may have a registered constitution and the form of the constitution shall be in accordance with the form set out in the …''
    Mr Kyei-Mensah-Bonsu 5:30 p.m.
    Mr Speaker, I would want to remind the Hon Chairman of the Committee that in the opening word of clause 27(1) we inserted the word ‘‘an'' instead of the word ‘‘every''. I thought we said it should be:
    “An unlimited company…''
    Question put and amendment agreed to.
    Mr Banda 5:30 p.m.
    Mr Speaker, I beg to move, clause 27, subclause (1), paragraph (b), delete and insert the following:
    “Third Schedule, if a public company unlimited by shares, or as near to those with the necessary modifications, but with statement that the liability of the members is unlimited.”
    Mr Speaker, this is just a reconstruction of clause 27(1) (b), otherwise, nothing has changed. The meaning is the same, but we have reconstructed it in order to bring more clarity to bear on the provision.
    Mr First Deputy Speaker 5:30 p.m.
    But if you look at the proposed amendment in the third line, I think there should be an article ‘‘a'' before the word ‘‘statement'' so that it would read:
    “...but with a statement that the liability of the members is unlimited''.
    Alhaji I.A.B. Fuseini 5:30 p.m.
    Mr Speaker, it must be, ‘‘with a statement''. In line 2, the amendment proposed deleted inadvertently the word ‘'constitutions''. So it should be:
    “….as near to those constitu- tions''.
    Mr First Deputy Speaker 5:30 p.m.
    Hon Chairman of the Committee, is that an agreed proposition?
    Mr Banda 5:30 p.m.
    Yes, Mr Speaker, the Hon Ranking Member of the Committee is right.
    Question put and amendment agreed to.
    Clause 27 as amended ordered to stand part of the Bill.
    Clause 28 -- Subscription to constitution
    Mr Banda 5:30 p.m.
    Mr Speaker, I beg to move, clause 28, subclause (1), before “constitution” insert “registered” and in line 2, delete “shareholders” and insert “subscribers”.
    Mr Speaker, the new rendition would be 5:30 p.m.
    ‘‘The registered constitution of a company shall be signed by one or more subscribers in the presence of a witness who shall attest to the signing''.
    Mr Speaker, we are still dealing with a registered constitution. Before incorporation, shareholders are referred to as subscribers, so the correct technical word for “shareholders'' under clause 28 is “subscribers”.
    Mr S. Mahama 5:30 p.m.
    Mr Speaker, “in the presence of a witness”, means that the witness is attesting, so why do we say, “who shall attest to the signing”? It should end at; “in the presence of the witness”.
    Alhaji I.A.B. Fuseini 5:30 p.m.
    Mr Speaker, we want to put it beyond doubt. We do not want any person from Daboya to go to court and adduce evidence that he was there. [Laughter] We want him or her to attest to the act. We do not want any verbal or oral testimony, but it should be on paper.
    Mr Speaker, I support the Hon Chairman of the Committee's amendment because it flows from the Headnote -- “subscription to constitution” and those shareholders ought to be subscribers. Except that, in amending line 1 with the insertion of “registered'' we must also do same in the Headnote, so it would read, “subscription to registered constitution''.
    Mr First Deputy Speaker 5:30 p.m.
    So which amendment would we effect now?
    Mr Banda 5:30 p.m.
    Mr Speaker, in the first place, ‘‘who shall attest to the signing'' must be indicated because it is not the same as ‘'in the presence of a witness''.
    Secondly, the Hon Ranking Member said that, once we have talked about ‘‘registered constitu- tion'', the Headnote should capture same, which I agree. So the Headnote should be:
    “Subscription to registered constitution”.
    Mr First Deputy Speaker 5:30 p.m.
    Let us first make the amendment to clause

    28 which is the substitution of ‘'subscribers'' to “shareholders”.

    Question put and amendment agreed to.
    Mr First Deputy Speaker 5:40 p.m.
    Now, we shall insert “registered” between “to” and “constitution”.
    Question put and amendment agreed to.
    Clause 28 as amended ordered to stand part of the Bill.
    Clause 29 — Effects of company constitution.
    Mr First Deputy Speaker 5:40 p.m.
    Hon Members, there is no advertised amendment to clause 29 but it is open to amendments.
    Mr Kyei-Mensah-Bonsu 5:40 p.m.
    Mr Speaker, again, same qualification, because there is a distinction between “registered constitution” and other constitutions. Again, we would have to insert “registered” between “company” and “constitution” in the Headnote and consequentially, wherever “constitution” appears in clause 29 (1), (2) and (3), we should precede it with “registered”.
    Mr Speaker, perhaps we may, accordingly, have to go back to what we did to the Headnote for clause 27 and also insert “registered” before “constitution”.
    Mr First Deputy Speaker 5:40 p.m.
    I think the better rendition for the Headnote would be, “Effects of registered constitution of a company”, instead of “Effects of company registered constitution”.
    Hon Chairman, this is proposed for your consideration.
    Mr Banda 5:40 p.m.
    Mr Speaker, once the body of the clause speaks to registered constitution, we would not be wrong if we insert “registered” in the Headnote.
    Alhaji I.A.B. Fuseini 5:40 p.m.
    Mr Speaker, is actually directing that it would be neater if we said, “Effects of registered constitution of the company”, because if we just insert “registered” then it would be “Effects of registered company constitution” and that would not flow. So Mr Speaker is suggesting to you to move the amendment.
    Mr Speaker, I beg to move, Headnote, delete “company” and insert “registered” and after “constitution”, insert “of a company”.
    Mr First Deputy Speaker 5:40 p.m.
    Very well. I will put the Question.
    Question put and amendment agreed to.
    Mr First Deputy Speaker 5:40 p.m.
    Now, the body of clause 29, where do we have the insertions and deletions?
    Mr Banda 5:40 p.m.
    Mr Speaker, there is no proposed amendment under clause 29.
    Mr First Deputy Speaker 5:40 p.m.
    Very well.
    Clause 29 as amended ordered to stand part of the Bill.
    Clause 30 — Adoption, alteration and revocation of constitution
    Mr Banda 5:40 p.m.
    Mr Speaker, I beg to move, clause 30, Headnote, after “alteration” insert “amendment”.
    Mr Speaker, the Headnote would therefore read 5:40 p.m.
    “Adoption, alteration, amend- ment and revocation of constitution.”
    Mr Speaker, the reason is that, in some of the provisions the word “alteration” would apply but in others, the relevant word is “amendment”.
    Mr S. Mahama 5:40 p.m.
    Mr Speaker, again, if we look at the ensuing paragraphs of the body, clause 30 (1) (d), (f) and (h), the word “amendment” is what is used. Paragraph (d), reads:
    “(d) an amendment shall not be made which shall conflict with an order of the Court made under section 219;
    (f) constitution may restrict or exclude the company's power to amend all or any of the provisions of its constitution or to add to the provisions of the constitution, or may impose conditions for the amendment of the constitution,
    in which event the constitution shall not be amended except in accordance with the constitution or section 239;”
    Mr Speaker, indeed, if we look at the body of clause 30, the word “amendment” is used rather than “alteration”.
    Mr First Deputy Speaker 5:40 p.m.
    Where is “alteration” used in the body?
    Mr S. Mahama 5:40 p.m.
    It is not used at all. That was the reason why we thought it wise to change “alteration” to “amendment” to be consistent with the body of —
    Mr First Deputy Speaker 5:40 p.m.
    That is my challenge. Do we need “alteration” if we have “amendment”?
    Alhaji I.A.B. Fuseini 5:40 p.m.
    Mr Speaker, we rather realised that “amendment” was missing while in the body of the provision, “amendment” was used. But “alteration” is also used in clause 30(1) (b).
    Question put and amendment agreed to.
    Mr Banda 5:40 p.m.
    Mr Speaker, I beg to move, clause 30 -- subclause (2), paragraph (h), redraft as follows:
    “(h) except in accordance with section 239, a member of the company is not bound by an amendment made in the constitution after the date on which that person became a member where the amend- ment.
    Mr Banda 5:40 p.m.


    (i) requires that member to take more shares than the number held by that member on the date on which the amend-ment is made,

    (ii)in any way increases the liability of that member as at that date to pay money to the company, or

    (iii) increases or imposes restrictions on the right to transfer the shares held by that member at the date of the amendment, unless that member agrees in writing, before or after the amend- ment is made, to be bound by the amendment;”

    --[Interruption] -- That is where we are; we have finished with clause 30. We have dealt with the Headnote.
    Mr Kyei-Mensah-Bonsu 5:40 p.m.
    Mr Speaker, clause 30(1)(b) should be consequential to read, “alter or revoke the registered constitution of the company subject to this Act.”
    Mr First Deputy Speaker 5:40 p.m.
    I will give a consequential order, that wherever “constitution” appears, we should insert “registered” before it.
    Mr Kyei-Mensah-Bonsu 5:40 p.m.
    Mr Speaker, unfortunately not, because there are certain provisions which would not carry that description “registered”, and we should really be cleaning it up meticulously.
    Mr First Deputy Speaker 5:50 p.m.
    I will nevertheless give the consequential order; unless the context otherwise denotes.
    So the consequential order is that, unless the context otherwise denotes, insert “registered” before “constitu- tion” including the Headnotes in the order so given.
    Now, Hon Chairman, you may continue to move your Motion.
    Mr Banda 5:50 p.m.
    Mr Speaker, this is just a re-draft of subclause 2(h). There is no change in terms of substance. It is the rearrangement of the provision. We have broken it down in order to make it simpler.
    Mr First Deputy Speaker 5:50 p.m.
    Very well, I will put the Question.
    Question put and amendment agreed to.
    Mr First Deputy Speaker 5:50 p.m.
    Item numbered (xxvii)?
    Mr Banda 5:50 p.m.
    Mr Speaker, I beg to move, clause 30, subclause (2), paragraph (j), line 1, delete “cancelled” and insert “revoked”.
    Mr Speaker, it would read 5:50 p.m.
    “an amendment may be restrained or revoked by the
    Court in accordance with section 229 or 230”.
    Mr Speaker, we felt that a “revocation” is more legalese than a “cancellation” otherwise, the effect is the same.
    Mr First Deputy Speaker 5:50 p.m.
    Very well.
    Question put and amendment agreed to.
    Clause 30 as amended ordered to stand part of the Bill.
    Mr First Deputy Speaker 5:50 p.m.
    Hon Chairman, I will be back in two minutes. The House is suspended for two minutes.
    5.52 p.m. -- Sitting suspended.
    5.55 p.m. -- Sitting resumed.
    Mr First Deputy Speaker 5:50 p.m.
    All right, Hon Chairman, did you want to say something?
    Mr Banda 5:50 p.m.
    Mr Speaker, we just amended clause 29 because it is very critical. We did this by the amendment of the Headnote to read, ‘Effects of the registered constitution of a company'.
    I believe that we have to maintain it as it is, because clause 29 says, if we have a constitution of a company, this is the legal effect of the constitution; it could be registered or in default, so that where a company decides to have a registered constitution, this is the effect. Where a company decides not to have a registered constitution but a default constitution, this is the effect and this is where it says that.
    “Subject to this Act, the Constitution has the effect of a contract under seal.
    (a) between the company and each member'.
    Mr Speaker, it is not only the registered constitution that has this effect, it includes default constitutions. That is number one.
    Mr Speaker, secondly, the use of the word “registered” under subclause (4), only says that if a registered constitution purports to do away with what has been listed under clause 29 in the proceeding provisions, that registered constitution is void.
    So I believe that we should maintain; ‘‘Effects of company constitution''.
    Mr First Deputy Speaker 5:50 p.m.
    So you do not need to insert “registered” because it is dealing with both “registered” and “unregistered”?
    Mr Banda 5:50 p.m.
    Mr Speaker, not at all.
    Mr First Deputy Speaker 5:50 p.m.
    Very well. [Pause]
    Hon Member for Sekondi?
    Mr Andrew K. E. Mercer 5:50 p.m.
    Mr Speaker, even before you put the Question, I think that the proposition that the Hon Chairman put across is also applicable to clause 28, because the subscription to a constitution is regardless of whether it is a registered or default constitution. Both ought to be subscribed by the subscribers of the constitution.
    Mr First Deputy Speaker 5:50 p.m.
    Yes, Hon Chairman, what is your view on the clause 28 as well?
    Mr Banda 5:50 p.m.
    Mr Speaker, on clause 28(2), where the company does not have registered constitution, it adopts the default constitution and that must be signed by one or more subscribers.
    Mr Speaker, so we do not have to limit it to “registered constitution”. That would create a problem.
    Mr First Deputy Speaker 6 p.m.
    We did not add “registered” to clause 28. We would want to use “written”. Did we add “registered” to that one?
    Mr Banda 6 p.m.
    Mr Speaker, we added “subscription to registered constitution”.
    Mr First Deputy Speaker 6 p.m.
    Very well. So how do we propose the amendment or should I just give an
    order that the original renditions as is -- so I direct that the original renditions of the Headnote of clauses 28 and 29 be maintained.
    Mr Banda 6 p.m.
    Mr Speaker, except the amendment in respect of line 2 of clause 28 by the deletion of “shareholders” and -- [Interruption.]
    Mr Speaker, it is the Headnote.
    Mr First Deputy Speaker 6 p.m.
    It is only the Headnote that I directed that they are restored. All other amend- ments are right.
    So we proceed.
    Mr Banda 6 p.m.
    Mr Speaker, it appears that even in line 1, we inserted “written”.
    Mr First Deputy Speaker 6 p.m.
    So, do you want to withdraw the “written” too?
    Mr Banda 6 p.m.
    Yes, because Mr Speaker, the moment you insert “registered”, we would not be wrong if we insert “subscription to registered constitution.”
    Mr First Deputy Speaker 6 p.m.
    We inserted “written” in clause 28 line 1.
    Mr Banda 6 p.m.
    In fact, it was “registered”.
    Mr First Deputy Speaker 6 p.m.
    So where did we insert the “written”? It was in clause 28 (1). Look at the amendment proposed.
    Mr First Deputy Speaker 6 p.m.
    I entered “written”.
    In that case, even the proposed amendment is being abandoned as in the Order Paper.
    Mr Banda 6 p.m.
    Mr Speaker, it is rightly so.
    Mr First Deputy Speaker 6 p.m.
    Very well. So we are going by the original rendition except “subscribers”.
    Could you move an amendment properly or we should wait and do a second Consideration Stage?
    Mr Banda 6 p.m.
    Mr Speaker, no. I think once we are at the Consideration Stage, we take the advantage of bending the rules.
    So Mr Speaker, I beg to move, clause 28 be amended to read:
    “The constitution of a company shall be signed by one or more subscriber in the presence of a witness who shall attest to the signing.”
    Mr First Deputy Speaker 6 p.m.
    Very well, so, the only amendment we are considering is the substitution for shareholders with subscribers.
    Question put and amendment agreed to.
    Clause 28 as amended ordered to stand part of the Bill.
    Clause 31 -- Registration of consolidated constitution
    Mr Banda 6 p.m.
    Mr Speaker, I beg to move, clause 31, subclause (3), line 2, at end, add “upon the payment of a prescribed fee”.
    The new rendition reads:
    “On receipts of documents referred to in subsection (2), the Registrar shall register the document upon the payment of a prescribed fee.”
    Mr First Deputy Speaker 6 p.m.
    Very well. Yes, Hon Minority Leader?
    Mr Iddrisu 6 p.m.
    Mr Speaker, I was wondering if the Hon Chairman is open to accepting the opening word “on” in clause 31 (3) to be substituted with “upon” or he would want to insist on using “on”?
    Then Mr Speaker, why do we want to take a fee? There is a constitution which has been consolidated, and the person would have walked through the process. Do they want to charge a fee for just a registration of the consolidated constitution? Why are we not determining it but leaving it open?
    Mr First Deputy Speaker 6 p.m.
    Are you questioning the charging of a fee for the work? I would want to be clear what your objection is. Do you think we should not charge a fee?
    Mr S. Mahama 6 p.m.
    Mr Speaker, I equally want to find out from the Hon Chairman why upon submitting your registered documen-tation, you should pay a fee. We would want to fast-track and facilitate business, and we are putting so many charges here and there for businesses. Consolidation by just putting one's constitution together and delivering it at the Registrar-Generals office. Why do we want them to pay another fee to get that done?
    In the wisdom of the first drafting, that is why they left that one out. If one is submitting his company's registration to the Registrar and you are asked to pay a fee before they register, I do not think it is apt.
    Mr First Deputy Speaker 6 p.m.
    In the Bill itself, are there no fees to be paid? So probably, if you added whatever fee to the Schedule, they would not struggle to find where and when to pay a fee.
    Mr Iddrisu 6 p.m.
    Mr Speaker, as you asked, when you refer to the eleventh schedule, fees payable to the Registrar in pages 386 and 387, provision is made for that.
    Mr Speaker, without any iota of doubt, the time spent in registration of companies is globally a major indices for measuring the ease of doing business in every country. That is why Hon Shaibu re-echoed it. We should make it easy for people to incorporate companies, if we are committed to developing entrepreneurial culture, which is what we should be doing as a country.
    As you have advised, we do not need fees in clause 31. Maybe when we come to page 387, we can find fine words “reconstituted constitution fee for Registrar” then we can put it there.
    Mr Banda 6:10 p.m.
    Mr Speaker, this insertion was occasioned by the Registrar-General's advice. Every step that one takes, especially by way of sending a document for registration must attract a fee. All we are saying is that, it does not matter whether one is sending the constitution in the first instance or is intending to consolidate the constitution.
    Mr Speaker, once a person consolidates the constitution, it changes the form of the constitution. To that extent, when one is sending the consolidated constitution to the office for registration, it is only fair that the consolidated constitution intended to be registered attracts a fee. This finds expression as the Hon Minority Leader himself rightly pointed in one of the schedules.
    The fee that the person would be paying is the fee that has been prescribed in the Schedule.

    So, a Bill without reference to the Schedule anybody who takes this would know that one must pay a fee, if one sends a consolidated constitution for registration. Other- wise, the person would have to cross check in the Schedule whether there is an obligation on him to pay a fee.

    So Mr Speaker, we are making it simple by the insertion of the phrase so that payment of a prescribed fee would be known right from the onset upon registration of the consolidated constitution.
    Mr Kyei-Mensah-Bonsu 6:10 p.m.
    Mr Speaker, I believe the Hon Chairman would not cause any havoc if he added at the end of it, “in accordance with the Eleventh Schedule”.
    Mr First Deputy Speaker 6:10 p.m.
    I think it would be sufficient if we just say, “pay the fee”. The Schedule would indicate the amount of fees to be paid, so once one knows he or she would pay a fee, he or she would go to the Schedule.
    Question put and amendment agreed to.
    Mr Banda 6:10 p.m.
    Mr Speaker, there is an amendment that has not been advertised under clause 31 (2).
    When we met over the weekend for the winnowing, the Committee thought that clause 31 (2), with particular reference to the 28 days was a lengthy period of time, so same be abridged to 14 days.
    Mr Speaker, if the House accepts this proposed amendment, it would read; “the Board shall within fourteen days after receipt by the company of the notice cause to be delivered to the Registrar”, instead of “twenty-eight days”.
    Mr First Deputy Speaker 6:10 p.m.
    Hon Members, 14 days or 28 days?
    Alhaji I.A.B. Fuseini 6:10 p.m.
    Mr Speaker, this matter came up, and the Registrar-General said that we should leave it at 28 days; we should not change it to 14 day. Indeed, the initial suggestion was to even increase it to 45 days, but we said no, we would leave it at 28 days. It came up, and I remember it was the Hon Majority Leader who said we should leave it at 28 days.
    Mr First Deputy Speaker 6:10 p.m.
    That is what the Hon Minister thinks. What does this House think?
    In this House, we are entitled to consider it differently, so what do Hon Members think? There must be a reason the Hon Minister wanted 28 days, you have not shared that; but if you have a reason to change it to 14 days, I think we should be entitled to it.
    Alhaji I.A.B. Fuseini 6:10 p.m.
    The explanation was that even with the 28 days, some companies still default. So if we reduce it to 14 days, it could be disastrous.
    Mr Ahiafor 6:10 p.m.
    Mr Speaker, clause 31 (2), talks about the registration of the constitution. At the winnowing, it was agreed that 14 days was enough to cause the registered constitution to be registered with the Registrar- General.
    So that was the agreement. We never said that we should maintain 28 days. The Registrar-General was
    Mr Ahiafor 6:10 p.m.


    there and it was agreed that the 28 days be reduced to 14 days, having regard to an act that is supposed to take place. It does not need a whole 28 days.
    Mr First Deputy Speaker 6:10 p.m.
    So there was no agreement at the winnowing level. The agreement would be here.
    Mr Kyei-Mensah-Bonsu 6:10 p.m.
    Mr Speaker, we had an agreement. I think it, unfortunately, did not find expression in the notes of the Hon Chairman, so I drew his attention to it. After some initial disagreements, he later came round to agree that, indeed, there was an agreement that it should come down to 14 days, which was agreed to by the Registrar-General. She even insisted that we should make it 14 days.
    Mr First Deputy Speaker 6:10 p.m.
    This is not an act of the Registrar-General. It is the company; the registration of consolidated constitution. Once they have agreed and consolidated the constitution, then they have 28 days within which to submit it to the Registrar-General, so it is the private people. It is their act. If you allow them as much time, they can do it in one day or 28 days.
    It does not call on the Registrar- General to do anything, so I think we should leave it as it is.
    Mr Kyei-Mensah-Bonsu 6:10 p.m.
    Mr Speaker, the ease of doing business includes how fast one could also
    transact business. It is the reason why we came to that determination.
    Alhaji I.A.B. Fuseini 6:10 p.m.
    Mr Speaker, I remember vividly. The Hon Majority Leader canvassed this position.
    Let us go back to the provisions. Clause 31 (1) says:
    “Where the Registrar is of the opinion that, due to the numerous amendments to a company registered constitution, the amendments should be consolidated in a single document, the Registrar may by notice in writing require a company to deliver to the Registrar a single document that incorporates the company's registered constitution as amended.
    (2) The Board shall within twenty- eight days after receipt by the company of the notice, cause to be delivered to the Registrar
    (a) the document for registra- tion;
    (b) a certificate signed by the director or Company secretary or authorised by the Board to the effect that the document referred to in paragraph (a) complies
    with subsection (1) or (2) as the case may be”.
    So Mr Speaker, it provides the procedure. The Registrar-General comes to the conclusion that one has a number of documents or some amendments on the original registered constitution, and it is important for one to consolidate all these amendments and the original constitution. When you receive the notice, one has 28 days to do that. It facilitates business.
    It is not a constraint on the company because when we say 14 days and they are not able to do that, we would hamper them.
    Mr Kyei-Mensah-Bonsu 6:10 p.m.
    Mr Speaker, I have no fixation on that, so we could drop it. In particular, given the fact that the Board is not the administrative organ, and may not meet every other week, I guess we could leave 28 days like that.
    Clause 31 as amended ordered to stand part of the Bill.
    Clause 32 -- Copies of registered constitution
    Mr Banda 6:20 a.m.
    Mr Speaker, I beg to move, clause 32, subclause (1), line 1, delete “on being required by” and insert “upon request of a member”.
    Mr Speaker, the new rendition would then read 6:20 a.m.
    “a company shall upon request of a member, send to that member a copy of his registered constitution on payment of the fee prescribed by the company.”
    Mr Speaker, the original rendition in Gower is what has been captured here. We are not changing the meaning, but we seek to reconstruct the provision in order to make it reader-friendly; otherwise, nothing in terms of substance changes.
    Mr First Deputy Speaker 6:20 a.m.
    Very well.
    Question put and amendment agreed to.
    Clause 32 as amended ordered to stand part of the Bill.
    Clauses 33 and 34 ordered to stand part of the Bill.
    Mr First Deputy Speaker 6:20 a.m.
    Yes, Hon Member for Daboya?

    Hon Members, I am on clause 35, and there is no advertised amendment to clause 35.
    Mr Kyei-Mensah-Bonsu 6:20 a.m.
    Mr Speaker, clause 34 (1) reads:
    “subject to subsection (2) and section 52, a member has the right to attend a general meeting of the company and to speak and vote...”
    Alhaji I.A.B. Fuseini 6:20 a.m.
    Mr Speaker, I am now convinced that this was done during the time that the Hon Majority Leader was not in the room. [Laughter.]
    Mr Speaker, we had said that when a person sits in an Annual General Meeting (AGM) -- even without talking, the person still participates in the deliberations. One might not be a member in good standing, but he would be allowed to participate, but not to speak. The person does not have the right to speak nor vote, but he could participate.
    Mr Speaker, therefore, this is a right conferred on members in good standing. If there are shares that a person has not yet paid for, and they have called for those shares but the person may not have honoured his obligation fully, the person may participate in the meeting but cannot speak. If the person would want to speak, then he would have to pay for his outstanding shares. That is why we did not delete it. If we say “participate” --
    Mr First Deputy Speaker 6:20 a.m.
    I believe the choice of words were deliberate -- “to attempt”, “to speak”
    and “to vote”. I believe they were deliberately selected because in some company meetings, they inform people of what the directors have done, and they ask them to vote, that is all.
    I believe this is intended to ensure that if a person wished to speak, their right is protected.
    Mr Quashigah 6:20 a.m.
    Mr Speaker, I tend to share the thoughts of the Hon Minority Leader. Sorry, it is rather the Hon Majority Leader. [Laughter]
    Mr First Deputy Speaker 6:20 a.m.
    He is the Hon Minority Leader as he then was.
    Mr Kyei-Mensah-Bonsu 6:20 a.m.
    Mr Speaker, because my Hon Colleague from Keta wishes evil for me, I withdraw that amendment so that he would not have anything to speak on. [Laughter.]
    Mr First Deputy Speaker 6:20 a.m.
    Yes, Hon Member for Keta?
    Mr Quashigah 6:20 a.m.
    Mr Speaker, I speak in my own right -- [Interruption.] Mr Speaker, I believe strongly that the finest of the language was what was being referred to by the Hon Majority Leader. So it could read:
    “a member has the right to participate in a general meeting and vote on a resolution before the meeting.”
    That would obviously tidy it all up. This is because if a person is participating, then it also implies that the person has a right to speak. Even in this context, we are saying “…and to speak and to vote.” That language in itself is not very tidy, so it should rather be captured as:
    “a member has the right to participate in the general meeting of the company and vote on a resolution before the meeting”.
    Mr First Deputy Speaker 6:20 a.m.
    So that we do not have any room for misinterpretation of participation: I believe that what is there is deliberate and so we should respect it.
    We have taken a decision on clause 34 already. The matter before us now is clause 35 and there is no advertised amendment, so I would put the Question.
    Question put and amendment agreed to.
    Mr First Deputy Speaker 6:20 a.m.
    Hon Members, we would move on to clause 36.
    Clause 36 -- Inspection of register
    Mr Iddrisu 6:20 a.m.
    Mr Speaker, even though you have rightly put the Question on clause 35, the use of the word “members” in the third line, in paragraph (a) (i) is repetitive. So for elegance, the draftsperson could be directed to take note, but it does not do any harm to the decision taken.
    Mr First Deputy Speaker 6:20 a.m.
    Very well, the draftpersons are hereby directed to reconsider and determine whether clause 35 needs re-drafting.
    Hon Members, clause 36.
    Mr Iddrisu 6:20 a.m.
    Mr Speaker, still on clause 35, I wish to comment on the “shall keep in the Republic…” I did not have the privilege to go for the winnowing at Koforidua, so those of them who are London-trained and the locally trained draftsperson, should look at “Republic” and whether we should still keep it there. It is in the second line of clause 35(1).
    Mr First Deputy Speaker 6:30 p.m.
    What is your complaint? Do you want it to read “shall keep in Ghana”?
    An Hon Member 6:30 p.m.
    Yes.
    Mr First Deputy Speaker 6:30 p.m.
    So, we would delete “the Republic” and substitute with “Ghana”. Hon Chairman, what do you think?
    Mr Banda 6:30 p.m.
    Mr Speaker, it must be kept in this country and not anywhere. So if keeping it in Ghana means keeping it in this country, then, that is all. [Interruption.] It is the Republic of Ghana.
    Mr First Deputy Speaker 6:30 p.m.
    I will put the Question. Maybe, some day, somebody may change the name to ‘Democratic Republic of Ghana'. [Laughter] It may generate confusion.
    Mr Mercer 6:30 p.m.
    Mr Speaker, I noticed in the Interpretation section on page 289 where it says, ‘“Republic means the Republic of Ghana'”.
    Mr First Deputy Speaker 6:30 p.m.
    Hon Leader, once there is a definition, it solves the problem.
    So we would proceed to clause
    36.
    Mr Kyei-Mensah-Bonsu 6:30 p.m.
    Mr Speaker, we debated this and we settled on “the country”. The reason is that if we went back to clause 7, there is a provision for “external companies” -- companies that are situated outside Ghana.
    Initially, we said it should be “Ghana” but later on, we said it should be “in the country”. So, we are not talking about the legal entity called Ghana, but the geographical territory of Ghana. If we go outside that expression of the landmass called Ghana, it is external. We eventually settled on “in the country”.
    Mr First Deputy Speaker 6:30 p.m.
    What amendment do you propose? Should clause 35 (1), line 2, read “shall keep in the country” instead of “shall keep in the Republic”? The proposal is to delete “Republic” and insert “country”.
    Question put and amendment agreed to.
    Clause 35 as amended ordered to stand part of the Bill.
    Clause 36 -- Inspection of register
    Mr Shaibu Mahama 6:30 p.m.
    Mr Speaker, in clause 36(1), line 5, it reads, “that the company may impose, be open to the inspection of”. I do not know whether we should keep “be open”.
    In clause 36(3), instead of “require”, it should be “request” to read:
    “request a copy” and not “require a copy”
    Mr First Deputy Speaker 6:30 p.m.
    When it is “require”, one is entitled to it, so one demands it as a right; while “request” is a plea. If I require you to do this, it means that I have power to ask you to do it, but if I request you to do it, then it is your choice.
    What is your complaint about “be open to” in clause 36(1), line 5?
    Mr S. Mahama. I am fine with that one. My second one is to change “require” in clause 36(3) to “request”.
    Alhaji I.A.B. Fuseini 6:30 p.m.
    Mr Speaker, clause 36(3), line 2, after “register”, delete “on” and insert “upon”, so it reads:
    “A member or any other person may require a copy of the register or part of the register upon the payment of a fee prescribed by the company.”
    Mr First Deputy Speaker 6:30 p.m.
    Is there any difference between “on the payment” and “upon the payment”?
    Alhaji I.A.B. Fuseini 6:30 p.m.
    Mr Speaker, this is not the first time we have encountered “on the payment”.
    Mr First Deputy Speaker 6:30 p.m.
    I recall that somebody asked why we did not use “on” instead of “upon”, so it is just for consistency.
    Mr Kyei-Mensah-Bonsu 6:30 p.m.
    Mr Speaker, I associate myself with the amendment, except to go back to line 1. Mr Speaker, if one requires a copy of a document, one would need a copy; but if I submit to be served, it is a request. So with respect to the Hon Chairman, I believe we should rather have “request” in place of “require” to read:
    “A member or any other person may request a copy of the register or a part of the register upon payment of a fee prescribed by the company.”
    Mr First Deputy Speaker 6:30 p.m.
    Can a member be refused a copy?
    Mr Kyei-Mensah-Bonsu 6:30 p.m.
    Mr Speaker, if one pays the prescribed fee, one cannot be refused.
    Mr First Deputy Speaker 6:30 p.m.
    If you pay, you can be refused. If you do not pay, that is fine because you are required to pay. I used “required”. It is a condition for getting it, but if I can be refused even if I offer to pay, then, it is a request; it is my discretion.
    If I am a member, I am entitled to that copy as of right. I am therefore entitled to demand it out of right, and that is where “require” comes in. You are required to do something for me because I am a member, but you may do it for me at your discretion. That is my interpretation.
    Mr Kyei-Mensah-Bonsu 6:30 p.m.
    Mr Speaker, “upon the payment of the prescribed” means the person serving would be required to provide the document to the person who has made the request. One makes a request by activating a need. I need it and I require it. One activates it by requesting, and the person then is required to provide one.
    Mr First Deputy Speaker 6:40 p.m.
    Let us see; “require” -- to claim or to ask by right and authority. That is exactly the point I made. This is because one is a member and is entitled to ask for it as of right.
    Alhaji I.A.B. Fuseini 6:40 p.m.
    Mr Speaker, I think it is “require”; need for a particular purpose. If one requires something, one needs it for a particular purpose. [Interruption.] “Require” is a verb that means “need for a particular purpose”. That is the whole definition of “require”.
    Mr Speaker, the reason I am convinced that it is “require” is that unless we are prepared to do surgery to the whole provision, subclause (3) is “require a copy” and subclause (4) is “the copy so required”. [Interrup- tion] -- “In the third line, we have

    which the requirement is received”. So it is an idea that flows through subclause (4). If one needs a copy for a purpose, then one is to pay a prescribed fee.
    Mr First Deputy Speaker 6:40 p.m.
    I think the whole idea is that nobody should have the right to deny you, and that is why the choice of “require”. Nobody should say that she /he has received one's application but has decided not to give it to the person. As a member, one is entitled to claim it as of right, and that is why the choice of “require” is appropriate.
    Yes, Hon Chairman, let me listen to you.
    Mr Banda 6:40 p.m.
    Mr Speaker, “require” is right, but “request” may also be right because it is interpreted within the context. Mr Speaker, “require” means to demand, ask or request.
    The reason is that even under sub- clause (5), it is an offence for one not to furnish a member with a copy. So Mr Speaker, to that extent, there is no need for me, humbly and respectfully, to worry ourselves over whether to use “require” or “request”.
    Mr Speaker, we should maintain “require” to the extent that “require” and “request” contextually mean the same thing.
    Question put and amendment agreed to.
    Clause 36 ordered to be part of the Bill.
    Mr First Deputy Speaker 6:40 p.m.
    Clause 37.
    Clause 37 -- Power to close register.
    Mr Banda 6:40 p.m.
    Mr Speaker, I beg to move, clause 37, redraft as follows:
    “A company may close the register of members or that part of the register relating to a class of members for any time or times of not more than a total period of thirty days in each year on giving reasonable notice by
    (a) advertisement in a national daily newspaper circulating in the district in which the registered office of the company is situated; and
    (b) electronic means.”
    Mr Iddrisu 6:40 p.m.
    Mr Speaker, I wonder which district; but I support “national daily”. This is because, to limit it to what is in the original Bill, we would want newspapers to have circulation. So that wide circulation would mean it should be a newspaper of national repute in terms of circulation.
    I wonder what happens, “district” when we say, “in the district in which”. [Interruption] -- it is the registered offices?
    All right, thank you.
    Mr First Deputy Speaker 6:40 p.m.
    Hon Members, we are still considering the proposed amendment.
    Mr First Deputy Speaker 6:40 p.m.
    Yes, Hon Majority Leader, it seems you object. Please get up early or I --
    Mr Kyei-Mensah-Bonsu 6:40 p.m.
    Mr Speaker, I thought here again, we said “advertisement in a newspaper of national circulation, not a daily newspaper circulating in the district”. That could be really unrestrictive.
    Mr Speaker, this is because whereas a company may be situated in a particular location, shareholders and other members could be in other regions. We did not restrict it to a particular district where the company is situated. So we said “a daily newspaper of national circulation.”
    Mr First Deputy Speaker 6:40 p.m.
    Hon Majority Leader, if you look at the original text that is being re-drafted— Hon Majority Leader, you raised the issue and I am— clause 37 is a re- draft of the existing clause, so it was not intended to change the text. This text was intended to say that whatever newspaper one uses, it must circulate in the district, which is the Head Office of the company whose register you are closing.
    A company may have been given a reasonable notice by advertisement in a daily newspaper circulating in the district, in which the registered office of the company is situated. So if the office is at Bekwai — Pioneer is not a daily newspaper and it is not national. If we choose any national daily newspaper, then we must show that when we go to Bekwai, we would get a copy to buy. So it is important to retain the ‘district'.
    Mr Kyei-Mensah-Bonsu 6:40 p.m.
    Mr Speaker, we may have a district or, if you like a provincial newspaper. It may not be a national newspaper; but in a unitary state as Ghana, we may have other directors and members in other locations. That is why we should qualify it by “a national daily”.
    Mr First Deputy Speaker 6:40 p.m.
    The reference here is to where the Head Office is located.
    Mr Kyei-Mensah-Bonsu 6:40 p.m.
    Mr Speaker, for the information of the members who may not necessarily reside in that district --
    Mr First Deputy Speaker 6:40 p.m.
    I think it is even in relation to the class of members.
    Yes, Hon Kpodo?
    Mr Kpodo 6:50 a.m.
    Mr Speaker, I think we are bothering ourselves too much on this. If we say that “a daily newspaper circulating in the district”, what are we really referring to? If we talk about the circulation of a newspaper, let us limit it to national; that is all.

    So let us just leave the paper as newspaper circulating nationally. That is all. If we want to pin down a particular district, then nobody would be able to comply with that law. It means that like Hon Agbodza said,
    Mr Kpodo 6:50 a.m.


    he would have to go to Adaklu and find out which newspaper is circulating -- [Laughter] -- before he can fulfil the terms of the law. So, let us just leave the district out and keep it as “national newspaper circulating widely”. But to pin it down to “district”, I am afraid we might not be able to meet the conditions of this provision.
    Mr Boamah 6:50 a.m.
    Mr Speaker, we are looking at the power to close the register, and this relates to the closure of the register to a class of members for not more than a certain period of time. We are referring to that class of members within that district within which the company is registered. So, this is restricted to a particular group of members within the district and that is all.
    “A company may, on giving reasonable notice by advertise- ment in a daily newspaper circulating in the district in which the registered office of the company is situated…”
    If you do not live there, your registered office is there. If there is a service on the company, it goes to the registered office of the company and that is the law.
    Mr First Deputy Speaker 6:50 a.m.
    Hon Member, I think that the second leg is also important. The first leg is the district in which the head office is registered or that part of the register relating to a class of members for any time or times of not more than thirty
    days in each year. So, if you have a class of members in a particular district, then you might have a newspaper that is circulating in that district or published there.
    The intention, however, is to be sure that some particular districts are served the notice, unless we want to change that intention. The amendment really relates to respecting the district where the head office is situated or where a class of members are situated.
    Mr Boamah 6:50 a.m.
    Mr Speaker, I think that “a daily newspaper of national circulation” would cure it.
    Mr Banda 6:50 a.m.
    Mr Speaker, let me ask this question. Is it the case that when the newspaper is of national circulation, that newspaper necessarily would be circulated in the district?
    Mr First Deputy Speaker 6:50 a.m.
    When we say national circulation, it might mean that every district you go to, you would find copies, so that may be sufficient.
    Mr Banda 6:50 a.m.
    Mr Speaker, if you go to Kyebi, which is part of my constituency, you might not have the Daily Graphic --
    Mr First Deputy Speaker 6:50 a.m.
    Where did you say you would not find the Daily Graphic?
    Mr Banda 6:50 a.m.
    Kyebi. [Laughter]
    Mr First Deputy Speaker 6:50 a.m.
    Hon
    Member, which Kyebi? [Laughter] Your district head office is Offinso and you would find it there. So, it would
    be in your district, but we are not talking about towns or communities within the district. Even if it is found in one community in the district, it is in the district.
    If you come to Bekwai, you would find one, but if you go to Atuogyabie, which is within the Bekwai Municipality, you might not get a copy but it is within the district. So, if we use “a daily newspaper of national circulation”, it would be sufficient.
    Mr Banda 6:50 a.m.
    Mr Speaker, it would then read:
    “(a) advertisement in a daily newspaper of national circulation and
    (b) electronic means”
    We would then delete “circulating in the district”. Is that the agreement?
    Question put and amendment agreed to.
    Clause 37 as amended ordered to stand part of the Bill.
    Clause 38 -- Rectification of register
    Mr First Deputy Speaker 6:50 a.m.
    Hon Majority Leader, I intend to close at 7 p. m., so we would go through to clause 40 quickly.
    Mr Iddrisu 6:50 a.m.
    Mr Speaker, clause 38 (1) says:
    “(1) A person aggrieved, a member of the company, or the company, may apply to the Court…”
    A person aggrieved with what and for what? There is something missing there. There is some word missing in between “aggrieved” and “a member of the company”.
    Mr First Deputy Speaker 6:50 a.m.
    No, it is distinguishing between the two. A member is one class and any other person who is aggrieved is another class. It may be a debenture holder or a creditor.
    Clauses 38 to 40 ordered to stand part of the Bill.
    Mr First Deputy Speaker 6:50 a.m.
    It is almost 7 p. m. and I intend to bring proceedings to a close.
    Mr Kyei-Mensah-Bonsu 6:50 a.m.
    Mr Speaker, I believe the substantive amendment is in clause 41. Let us finish with clause 41 and we could adjourn.
    Mr First Deputy Speaker 6:50 a.m.
    When we take clause 41 tomorrow, we would have many non-advertised amendments after. Otherwise, we would start with amendments not advertised tomorrow, so let us start from clause 41 tomorrow. [Hear! Hear!] Your troops are deserting you Hon Majority Leader.
    Mr Banda 6:50 a.m.
    Mr Speaker, tomorrow when we return, by the grace of God, there is a little amendment that we forgot to effect under clause 37.
    Mr First Deputy Speaker 6:50 a.m.
    Very well, we would do it tomorrow.
    That brings us to the end of the Consideration Stage of the Companies Bill, 2018 for today.
    Mr Kyei-Mensah-Bonsu 6:50 a.m.
    Mr Speaker, just a minor issue. Anytime that you pronounce adjournment, Hon Members rise. The best practice is that when you pronounce adjournment, the Speaker must rise and when you do, the House then would be enabled to rise.
    Often, I recognise that immediately you pronounce that the House stands adjourned, Hon Members rise. They should not, but wait until the Speaker has risen.
    Mr First Deputy Speaker 6:50 a.m.
    Very well noted.
    rose
    Mr First Deputy Speaker 6:50 a.m.
    Yes, Hon Minority Leader? It is one minute past 7 p. m.
    Mr Iddrisu 6:50 a.m.
    If Mr Speaker declares adjournment and sits or relaxes instead of adjourning -- [Laughter] -- Anyway Mr Speaker, we would comply.
    Mr First Deputy Speaker 6:50 a.m.
    Very well. This House stands adjourned till Wednesday, 3rd April, 2019 at 10 o'clock in the forenoon.
    ADJOURNMENT 6:50 a.m.
  • The House was adjourned at 7.02 p. m. till Wednesday, 3rd April, 2019 at 10.00 a. m.