Debates of 5 Apr 2019

MR SPEAKER
PRAYERS 10:28 a.m.
VOTES AND PROCEEDINGS AND THE OFFICIAL REPORT 10:28 a.m.
Mr Speaker 10:28 a.m.
Hon Members, Correction of Votes and Proceedings of Thursday, 4th April, 2019.
Pages 1…8 --
Alhaji Abu-Bakar S. Boniface 10:28 a.m.
Mr Speaker, I was present here throughout yesterday; I signed, but unfortunately, on page 7, I have been marked absent. I would want the records to be corrected.
Mr Speaker 10:28 a.m.
Thank you very much.
Pages 9…23 --
Mr Ebenezer K. Kum 10:28 a.m.
Mr Speaker, on page 22, my name is Ebenezer Kojo Kum. The last name has been spelt “Kom”. It is spelt “K- u-m”.
Thank you very much, Mr Speaker.
Mr Speaker 10:28 a.m.
Thank you too.
Pages 24… 30.
Hon Members, the Votes and Proceedings of Thursday, 4th April, 2019 as corrected is hereby adopted as the true record of proceedings.
Mr Speaker 10:28 a.m.
Hon Members, we have the Official Report of Thursday, 7th March, 2019.
Any corrections?
Mr Samuel O. Ablakwa 10:28 a.m.
Mr Speaker, I would plead with you to digress a little bit.
Mr Speaker, I have some corrections to make on the Official Report, but before then, I would plead with you to digress a little bit.
Mr Speaker 10:28 a.m.
Should we go back to the Votes and Proceedings?
Mr Ablakwa 10:28 a.m.
Mr Speaker, just on --
Mr Speaker 10:28 a.m.
Please, we can. There is no difficulty.
Mr Ablakwa 10:28 a.m.
All right; thank you, Mr Speaker.
Yesterday, this House paid glowing tribute to you on your 75th birthday; we even sang. Yet, it is not in the Votes and Proceedings. I thought that was a significant oversight. So, it is for the Table Office to take note that what we, the Hon Members of Parliament,
did yesterday was very important to us. We thought that it would have been captured accordingly.
Mr Speaker 10:28 a.m.
Thank you very much.
So, once more, the Votes and Proceedings of Thursday, 7th March, 2019, as corrected further is hereby adopted as the true record of proceedings.
Please, you may go on with the correction of the Official Report.
Mr Ablakwa 10:28 a.m.
Thank you very much, Mr Speaker.
In column 2031 of the Official Report of Thursday, 7th March, 2019, in the fifth paragraph, last line, it should be, “…the cost of doing business” not “…cost of doing businesses.”
In column 2032, the last but two paragraph, “…the rule that lawyers have thrived on in the courts.” The word “on” has been omitted. If that could be kindly inserted.
Mr Speaker, in column 2046, in the fourth paragraph, the university's proper nomenclature is, “the University of Professional Studies, Accra (UPSA)”. It is not “University of Professional Studies”.
Mr Speaker, just a general observation that -- I do not know if it is a matter of style -- but anytime, we see “Mr” or “Hon”, the punctuation that should follow does not--
I do not know if it is a problem with the printer but the Hansard Department should take note so that we could have a perfect document to work with.
Mr Speaker, thank you.
Mr Speaker 10:38 a.m.
Hon Ablakwa, thank you very much for your constant attention to detail in these matters. It is appreciated.
Hon Members, in the absence of any further corrections, the Official Report of Thursday, 7th March, 2019 is hereby admitted as the true record of proceedings.
Hon Members, we would take the Business Statement for the Eleventh Week to be read by the Hon Deputy Majority Leader on behalf of the Hon Chairman of the Business Committee and the Hon Majority Leader.
BUSINESS OF THE HOUSE 10:38 a.m.
Mr Speaker, the Committee accordingly submits its report as follows 10:38 a.m.
Arrangement of Business
Question(s)
Mr Speaker, the Business Committee has scheduled the Minister for Energy to respond to three (3) outstanding Questions asked of him.
Statements
Mr Speaker, pursuant to Order 70(2), Ministers of State may be permitted to make Statements of Government policy. Statements duly admitted by Mr Speaker may be made in the House by Hon Members, in accordance with Order 72.
Bills, Papers and Reports
Mr Speaker, Bills may be presented to the House for First Reading in accordance with Order 120. However, those of urgent nature may be taken through the various stages in one day in accordance with Order 119.
Pursuant to Order 75, Papers for presentation to the House may be placed on the Order Paper for laying. Committee reports may also be presented to the House for consideration.
Motions and Resolutions
Mr Speaker, Motions may be debated and their consequential
Resolutions, if any, taken during the week.
Sitting on Monday/ Extended Sittings
Mr Speaker, in order to afford the House enough time to dispose of scheduled business, the Business Committee, recommends that the House Sits on Monday, 8th April 2019.
Pursuant to Order 40(3), the House would also be required to Sit for extended periods each day when the exigencies of the state of business so require.
Mr Speaker, the Business Committee takes this opportunity to sincerely commend all Hon Members and your good self for the self-sacrifice and devotion to business of the House thus far during this First Meeting.
Worthy of note is the willingness to Sit long hours and on Mondays despite having to attend to other pressing obligations relating to their office as Members of Parliament. The Business Committee urges all Hon Members to continue with this commitment until adjournment sine die.
Mr Speaker, the House is expected to adjourn sine die on Friday, 12th April, 2019.
Conclusion
Mr Speaker, in accordance with Standing Order 160(2) and subject
to Standing Order 53, the Committee submits to this Honourable House the order in which the Business of the House shall be taken during the week under consideration.

Statements

Presentation of Papers --

(a)Budget Performance Report in respect of the Ministry of Parliamentary Affairs for the Period January to December,

2018.

(b)Budget Performance Report in respect of the Ministry of Gender, Children and Social Protection for the Period January to December, 2018.

(c)Budget Performance Report in respect of the Ministry of Foreign Affairs and Regional Integration for the Period January to December, 2018.

(d)Budget Performance Report in respect of the Ministry of Special Development Initiatives for the Period January to December, 2018.

(e)Budget Performance Report in respect of the Ministry of Regional Reorganisation and Development for the Period January to December, 2018.

(f) Budget Performance Report in respect of the Ministry of

Energy for the Period January to December, 2018.

(g)Budget Performance Report in respect of the Office of the Attorney-General and the Ministry of Justice for the Period January to December,

2018.

(h)Budget Performance Report in respect of the Ministry of Works and Housing for the Period January to December,

2018.

(i) Budget Performance Report in respect of the National Development Planning Commission for the Period January to December, 2018.

(j) Budget Performance Report in respect of the National Media Commission for the Period January to December,

2018.

(k)Budget Performance Report in respect of the Public Services Commission for the Period January to December,

2018.

Motions

(a) Third Reading of Bills --

State Interests and Governance Authority Bill, 2019.

(b)Adoption of the Report of the Committee on Defence and Interior on the Commercial Agreement between the
Mr Speaker, the Committee accordingly submits its report as follows 10:38 a.m.


Government of the Republic of Ghana (represented by the Ministry of Defence) and Poly Changda Overseas Engi- neering Company Limited and Poly Technologies, Inc. of the People's Republic of China for an aggregate amount of One hundred million United States dollars (US$100,000,000.00) for the execution and completion of the Military Housing Project for the Ministry of Defence.

Consequential Resolution

Consideration Stage of Bills --

National Road Safety Authority Bill, 2019.

Companies Bill, 2018. (Con- tinuation)

Committee Sittings.

Questions

Q.550. Mr Geoffrey Kini (Nkwanta South): To ask the Minister for Energy when the Ministry will extend electricity to the following communities: (i) Pofripoh (ii) Allege Akura (iii) Kortorkror (iv) Njaare (v) Alokpatsa (vi) B-Zongo (vii) Chartie (viii) Kojoheneba (ix) Kofi Akura (x) Dain Akura (xi) Kankye

Akura (xii) Bakamba (xiii) Laboanu (xiv) Fankyenekor (xv) Dufrumkpa Old Town (xvi) Panku Akura (xvii) Krachi Akura.

Q.551. Mr Edward Kaale- ewola Dery (Lambussie/ Karni): To ask the Minister for Energy when the following communities will be connected to the National grid: (i) Hamile/Muoteng (ii) Chetu (iii) Kuutawie (iv) Kokoligu (v) Koro (vi) Piina No. 1 (vii) Kpare Baazu (viii) Karni Danpuo (ix) Chebogo (x) Bognuo (xi) Gyerigan (xii) Nyubule (xiii) Tapuma (xiv) Konsi Dahile (xv) Bu.

Q.573. Mr Kobina Tahir Hammond (Adansi Asokwa) to ask the Minister for Energy how many oil blocks were awarded between January 2009 and December 2016, and how many of them have achieved their ini t ial exploration requirements or discovered any oil, and if not , what steps is the Ministry taking to abrogate those agreements.

Statements

Presentation of Papers --

(a)Report of the Committee on Communications on the Convention on Cybercrime (Budapest Convention).

(b)Report of the Committee on Health on the Protocol to Eliminate illicit Trade in Tobacco Products.

Consideration Stage of Bills --

National Road Safety Authority Bill, 2019. (Continuation)

Companies Bill, 2018. (Con- tinuation)

Committee Sittings. --

Statements

Presentation of Papers --

Report of the Finance Com- mittee on the Request for waiver of Import Duties, Import VAT, GETFund Levy, Import NHIL, and EXIM Levy on plant, machinery and equipment or parts, as well as Corporate Tax for five years of operation being tax incentives to support implementation of the One District One Factory (1D1F) Programme.

Motions

Third Reading of Bills --

National Road Safety Authority Bill, 2019.

Consideration Stage of Bills --

Companies Bill, 2018. (Continuation)

Committee sittings.

Statements

Motions

(a) Adoption of the Report of the Finance Committee on the Request for waiver of Import Duties, Import VAT, GETFund Levy, Import NHIL, and EXIM Levy on plant, machinery and equipment or parts, as well as Corporate Tax for five years of operation being tax incentives to support implementation of the One District One Factory (1D1F) Programme.

Consequential Resolution

(b) Adoption of the Report of the Committee on Communica- tions on the Convention on Cybercrime (Budapest Con- vention).

Consequential Resolution

(c) Adoption of the Report of the Committee on Health on the Protocol to Eliminate Illicit Trade in Tobacco Products.

Consequential Resolution

Consideration Stage of Bills --
Mr Speaker, the Committee accordingly submits its report as follows 10:38 a.m.


Companies Bill, 2018. (Con- tinuation)

Committee Sittings.

Statements

Motion --

Third Reading of Bills --

Companies Bill, 2018.

Consideration Stage of Bills --

Companies Bill, 2018. (Con- tinuation)

Committee sittings.

The House is expected to Adjourn sine die.
Mr Speaker 10:38 a.m.
Hon Deputy Majority Leader, thank you very much.
Mr Samuel A. Ablakwa 10:38 a.m.
Mr Speaker, I am most grateful.
I thank the Hon Deputy Majority Leader for the presentation of the Business Statement for the Eleventh Week ending Friday, 12th April,
2019.
Mr Speaker, there are a number of issues that I would want to raise. For some time now, I have drawn the attention of the House to the Presidential Office Act that requires
Mr Samuel A. Ablakwa 10:48 a.m.
Mr Speaker, the Hon Majority Leader has assured us on a number of occasions that as the Leader of Government Business, he would remind the Executive to let Parliament have the list.
As we speak now, the Executive is in breach of the Act and we would need to discuss this matter thoroughly. Mr Speaker, we pass the laws and we expect the laws to be observed.
So the Hon Deputy Majority Leader would have to tell this House why the Government has as of yet not presented the list of presidential staffers in fulfilment of the Presidential Office Act.
Mr Speaker, the second issue is a matter that is of enormous concern to your Committee on Foreign Affairs. The Hon Chairman is here, and he has raised this matter at the Committee level. It has to do with a number of international Treaties and Conventions that were listed in the Agenda for this Meeting.
Unfortunately, we have just a week to rise, and these very important Conventions and Treaties -- for example, the General Convention A/ C.1/01/03 on the Recognition and Equivalence of Degrees, Diplomas, Certificates and Other Qualifications in ECOWAS Member States; the Supplementary Protocol A/SP.1/01/
05 Amending the Preamble to Articles 1, 2, 9, 22 and 30 of Protocol A/P.1/ 7/91 Relating to the the Community Court of Justice and Article 4, paragraph 1 of the English Version of the said Protocol; The Kampala Convention on Internally Displaced Persons; the 1954 Convention on the Status of Stateless Persons; and the 1961 Convention on the Reduction of Statelessness -- Mr Speaker, there are so many of them. They are more than 20.
Mr Speaker, the Hon Members who represents this House at the Economic Community of West African State (ECOWAS) Parliament and the Pan-African Parliament have told us that Ghana's name keeps coming up.

We are among the few nations that are yet to ratify these Conventions.

For the benefit of those who probably have doubts, there is a memorandum that the Hon Clement Kofi Humado has written to our Committee drawing attention to some of these Conventions that this House has not ratified, which comes up at the level of ECOWAS Parliament.

Mr Speaker, we know that at the beginning of the Meeting, before the House sets the Agenda, Hon Ministers submit a list of items that they want to shepherd in Parliament. When they have submitted them and the Agenda for the Meeting has been put together, they need them to follow

up and come to this House to shep- herd the process.

This is not happening, and these items keep recurring. It was listed in the Agenda of the Third Meeting of Parliament that commenced on the 23rd October, 2018. This House did not consider it.

In this particular Meeting, which commenced on 29th January, 2019, these Conventions were listed; again, we have not worked on them, and we have only one week to go. When would we ratify these Conventions?

Mr Speaker, these matters are of enormous importance, and the Hon Chairman of my Committee would confirm that when we meet Ambassadors and various function- aries in the international arena, they come up. They keep reminding us. There is one on Hungary pending. Some of them are even in our interest.

They are on visa waiver arrange- ments, so that one could travel to their countries without visas. We could save our citizens all the stress of going for interviews, the cost of visa applications fees and all of that, if we just ratify these Agreements.
rose
Mr Speaker 10:48 a.m.
Hon Member, what is your difficulty?
Dr Assibey-Yeboah 10:48 a.m.
Mr Speaker, the Hon Member raises concerns about items listed in the Agenda, which have not come to the House. He is
Dr Assibey-Yeboah 10:48 a.m.


the Hon Ranking Member on the Committee on Foreign Affairs. It is for him to take up these issues with the Ministry.
Mr Speaker 10:48 a.m.
Are you making a contribution?
Dr Assibey-Yeboah 10:48 a.m.
Mr Speaker, I just wanted to draw his attention to the fact that the direction in which he proceeds--
Mr Speaker 10:48 a.m.
The Hon Member is aware of these having been listed, yet they do not appear on the Order Paper. The Hon Member, notwithstanding his membership of whichever Com- mittee, could raise that with Leadership for appropriate steps to be taken. What is the difficulty?
Dr Assibey-Yeboah 10:48 a.m.
Mr Speaker, respectfully, I do not see how the Leadership are able to facilitate the submission --
Mr Speaker 10:48 a.m.
That is the work of the Leader of Government Business. The person responsible for Govern- ment Business has the responsibility to coordinate and ensure the facilita- tion of Government Business. So that Hon Member's attention could be drawn to it.
Hon Member, I hope you understand yourself?
Hon Member, please go on.
Mr Ablakwa 10:48 a.m.
Mr Speaker, thank you very much for your wise counsel.
Mr Speaker, this matter is very important. Our President is working hard out there signing a number of international Agreements. Recently, he was in Malta and agreed with his counterpart, the President of Malta, on a visa waiver arrangement.
If the Hon Ministers do not follow up and bring those matters to this House for ratification, the people would not benefit. All of the international diplomacy would just be in the abstract level. Our people would not benefit from these arrangements.
So, it is a very important matter that I am raising, and the Leader of Government Business would have to follow this matter up. The Conven- tions and Treaties are ready, they should just present and shepherd them through the House to have them ratified.
I thank you very much, Mr Speaker.
Mr Alexander K. Afenyo- Markin 10:48 a.m.
Thank you, Mr Speaker, for the opportunity.
Mr Speaker, grant me special leave. Yesterday was your birthday and I was unavoidably absent. I should have added my voice to the beautiful song that was sung on that occasion. So happy belated birthday.
Mr Speaker 10:48 a.m.
Hon Member, you are out of order. [Laughter.]
Mr Afenyo-Markin 10:48 a.m.
Yes, Mr Speaker, I would proceed. I would do the main business.
Mr Speaker, in respect of the Business Statement, you may recall that a year ago, the Hon Minister for Trade and Industry was in this House. On that occasion, he announced some dispensation for 49 drugs that would enable the local pharma- ceuticals to manufacture. In other words, some restrictions were placed on importation.
The issue of packaging came to light when Hon Members had the opportunity to speak on the dispensation.
I recall that he gave an assurance that to complete the value chain, he would endeavour to come to this House to address the issue, whereupon the local firms in the printing industry would also have the opportunity to print the labels for these pharmaceutical products so that they could increase capacity and create more jobs.
Mr Speaker, to date, we have not seen anything in the Business Statement programme where the Hon Minister is to address the issue that he himself promised.
Mr Speaker, my concern is that the pharmaceutical companies in Ghana benefit from this dispensation, but it must not end there. We have the Graphic Communication Group, which is into printing and has the capacity. The Daily Guide,
Ghanaian Times and other private firms in this country are in that business.
It would not be proper for the pharmaceuticals, on one hand, to benefit from this dispensation and still import labels from abroad. Then, what becomes of that sector?
Mr Speaker, this is a critical matter, especially so, when they enjoy some tax rebate on the raw materials including the labels they import for their products.
That would be unfair. We need to grow our local business; we need to support them; and in supporting them, it must be complete. It cannot be one sided. I am therefore in all humility, praying Mr Speaker to make the appropriate orders to ensure that the needful is done.
Mr Alhassan Umar 10:58 a.m.
Mr Speaker, my concern is about Questions. We present Questions to the Table Office and it takes about six months for Answers to come, whether they are Urgent Questions or normal Questions.
Mr Speaker, I am concerned because some Questions are of national importance; but when we submit them, we do not get responses in good time. So, I would want Leadership to take notice.

Thank you so much.
Mr Speaker 10:58 a.m.
Any further contribution?
Hon Deputy Majority Leader.
Ms Safo 10:58 a.m.
Mr Speaker, in answer to the question raised by Hon Okudzeto Ablakwa and the concern he has raised with respect to the Presidential Office Act requiring that certain information be made available to this House, I would like to reassure him that tremendous effort is being made on the part of the Leadership, to get all the information to lay it properly before this Honourable House.
I am sure precise referral is made to the list of presidential staffers that we are required by law to provide to this Honourable House.
I have been in communication with the Office of the Chief of Staff, and that would be made available as soon as possible.
Mr Speaker, he also raised issues concerning international Treaties and Conventions that have been listed on our Order Papers, but have not yet been ratified or taken on the Floor.
We are very much aware of our responsibility and duty under article 75 of the Constitution, where these international Treaties and Conventions are required to be brought before this Honourable House for ratification, so that they can fit purposefully in our domestic law.
I would take it up with the Hon Minister for Foreign Affairs and Regional Integration, together with the Hon Chairman of the Committee on Foreign Affairs, to see how best we can bring these Conventions and Treaties for ratification.
Mr Speaker, the Hon Member for Effutu asked a question concerning a presentation that was made by the Hon Minister for Trade and Industry some time back, on a certain 49 local producers of pharmaceutical products and limitations that were placed on the import of such drugs.
On that as well, I would liaise with the Clerk's Office and write formally to the Hon Minister for Trade and Industry to engage him off record to present the needed information, as requested by the Hon Member.
On the issue of delays in Questions that have been filed by Hon Members of Parliament, an Hon Member raised it and was concerned about some of his Questions, but he was not too specific on the actual Question that he talked about.
If the Hon Member could relay that information specifically to me, I would question the Clerk's Office on how far it has gone; but that notwithstanding, I would like to draw his attention to Order 66 of our Standing Orders, which talks about admissibility of Questions.
Mr Speaker, with your permission, I read 10:58 a.m.
“(1). Mr Speaker shall be the sole judge of the admissibility of a Question”.
So merely presenting a Question to the Clerk's Office does not necessarily mean that it has been admitted by the Rt Hon Speaker. Admissibility of Questions is the sole
responsibility of Mr Speaker. So I am sure if it has been admitted and he gives us the actual Question that he filed and the referral to the specific Hon Minister that the Question was directed to, we would find out from the Clerk's Office and from Mr Speaker's Office whether those Questions have been admitted for listing.
So, Mr Speaker, we would try as much as possible to place a lot of Questions. We know a lot of Hon Members are concerned about issues pertaining to their constituencies and even of national interest that they would want Hon Ministers to come to the Floor and answer. We very much appreciate that because it is the responsibility of an Hon Member of Parliament.
Mr Speaker, this week, for instance, due to the fact that we would adjourn sine die on 12th April, 2019, we are trying as much as possible to do more of public business to be able to take a lot of the items on our Order Paper and Business Statement before we rise.
We have two major Bills that we are considering. The Companies Bill is now slated -- [Interruption.] Mr Speaker, I hear the Hon Deputy Minority Leader shout that we cannot finish.
On the Companies Bill, they have engaged the draftpersons and a few Hon Members at the winnowing, and they did it up to clause 200. So I
believe that most of the issues that would otherwise have been raised on this Floor, would have delayed the Consideration Stage which may have been taken care of at the winnowing. We would start that one and continue with it.
Thankfully, we finished with the State Interests and Governance Authority Bill yesterday, and there are other Bills that would be scheduled.
So we have taken note of Questions, and we would try as much as possible to ensure that Hon Members' Questions that are filed and admitted by Mr Speaker are accordingly slated on the Order Paper for the Hon Ministers to appear to answer them.
Thank you, Mr Speaker.
Mr Speaker 10:58 a.m.
Thank you very much, Hon Deputy Majority Leader.
With regard to the Hon Minister for Trade and Industry, and the value chain effect of matters relating to the pharmaceutical industry, I recollect vividly the position taken by the Hon Member who has contributed this morning in that regard. I would respectfully ask that Leadership ensures that assurance is complied with. It is an important issue duly raised and repeated accordingly.
I would want Hon Members to please note that the Hon First Deputy Speaker and myself have been very active on matters relating to Questions by Hon Members, unless in the very few instances where a Question does
Mr Speaker 10:58 a.m.


not comply with our rules. We quickly pass them on for them to be answered.

In fact, even where there are some few issues with Questions, the owners of those Questions are invited and certain relevant anomalies or suggestions sometimes crop up as to the length of the Questions -- because a Question cannot be turned into a Statement -- they are pointed out, and are duly dealt with.

The Hon First Deputy Speaker has consistently assisted with this particular matter. Thereafter, it is a matter of timetable; availability of space and so on.

The rules should make an Hon Member follow up on his or her Question to the Table Office, like we have said here before, and then the Questions would be dealt with accordingly.

I thank you very much.

In the circumstances, the Business Statement as presented for the Eleventh Week is accordingly admitted.

Hon Members, there being no Statements for this morning, we would move to the Commencement of Public Business.

Item listed 5 -- Presentation of Papers. Hon Deputy Majority Leader, what can be presented this morning?
Ms Safo 10:58 a.m.
Mr Speaker, Papers to be presented this morning are listed as item numbered 5 (a) and (b). The indication is that none of the Papers to be laid is ready.
Mr Speaker 10:58 a.m.
Very well, we shall lay Paper numbered 5 (a) then.
Ms Safo 10:58 a.m.
Mr Speaker, none of them is ready.
Mr Speaker 10:58 a.m.
All right, so they are not ready.
Ms Safo 10:58 a.m.
Rightly so, Mr Speaker.
Mr Speaker 10:58 a.m.
We may then proceed further, so where can we go from there?
Ms Safo 10:58 a.m.
Mr Speaker, we could take item numbered 9 on the Order Paper.
Mr Speaker 10:58 a.m.
Hon Members, item listed 9 -- Motion, by the Hon Chairman of the Committee.
Chairman of the Committee (Dr Mark Assibey-Yeboah) 10:58 a.m.
Mr Speaker, I beg to move, that notwithstanding the provisions of Standing Order 80(1) which require
that no Motion shall be debated until at least forty-eight hours have elapsed between the date on which notice of the Motion is given and the date on which the Motion is moved, the Motion for the adoption of the Report of the Finance Committee on the Request for waiver of Import Duties, Import VAT, GETFund Levy, Import NHIL, EXIM Levy, Special Import Levy amounting to the Ghana Cedi equivalent of twenty-six million, nine hundred and sixty-six thousand, and eighty-three United States dollars (US$26,966,083.00) on project materials and equipment to be procured for the Rehabilitation and Upgrading of Equipment in Technical Universities, Polytechnics and Technical and Vocational Training Centres under the Government Concessional Loan Agreement between the Government of the Republic of Ghana and the Export- Import Bank of China may be moved today.
Mr Richard Acheampong (NDC -- Bia East) 10:58 a.m.
Mr Speaker, I beg to second the Motion.
Question put and Motion agreed to.
Resolved accordingly.
Mr Speaker 10:58 a.m.
Hon Members, we would take the item listed as 10.
MOTIONS 10:58 a.m.
Chairman of the Committee (Dr Mark Assibey-Yeboah) 10:58 a.m.
Mr Speaker, I beg to move, that this Honourable House adopts the Report of the Finance Committee on the Request for waiver of Import Duties, Import VAT, GETFund Levy, Import NHIL, EXIM Levy, Special Import Levy amounting to the Ghana Cedi equivalent of twenty-six million, nine hundred and sixty-six thousand, and eighty-three United States dollars (US$26,966,083.00) on project materials and equipment to be procured for the Rehabilitation and Upgrading of Equipment in Technical Universities, Polytechnics and Technical and Vocational Training Centres under the Government Concessional Loan Agreement between the Government of the Republic of Ghana and the Export- Import Bank of China.
Mr Speaker, in so doing, I beg to present your Committee's Report.
Introduction
The request for waiver of Import Duties, Import VAT, GETFund Levy, Import NHIL, EXIM Levy, Special Import Levy amounting to the Ghana Cedi equivalent of twenty-six million,
Chairman of the Committee (Dr Mark Assibey-Yeboah) 10:58 a.m.
nine hundred and sixty-six thousand and eighty-three United States dollars (US$26,966,083.00) on project materials and equipment to be procured for the Rehabilitation and Upgrading of Equipment in Technical Universities, Polytechnics and Technical and Vocational Training Centers under the Government Concessional Loan Agreement between the Government of the Republic of Ghana and the Export- Import Bank of China was laid in the House on Wednesday 3rd April, 2019 by the Hon Deputy Minister for Finance, Mr Kwaku Agyeman Kwarteng on behalf of the Minister responsible for Finance.
Pursuant to Order 169 of the Standing Orders of the House, the Request was referred to the Finance Committee for consideration and report.
The Committee met and considered the request with a Deputy Minister for Education, Hon Gifty Twum Ampofo, a Deputy Minister for Finance, Hon Kwaku Agyeman Kwarteng and a team of officials from the Ministries of Finance and Education and hereby presents this report to the House pursuant to Order 161(1) of the Standing Orders of the House.
Background
In 2010, Government requested funding from the People's Republic of China to finance the rehabilitation and development of ten (10) Technical Institutions, five (5) Polytechnics and
the Technical Examinations Unit of the Ghana Education Service. The scope of work was later increased to thirteen (13) Technical Institutes and ten (10) Polytechnics/Technical Universities.
The proposed intervention is part of the on-going measures by the education sector to expand equitable access to and quality of Technical and Vocational Education and Training (TVET) in response to overwhelming social demand.
The Project is designed to support Government's efforts within the context of the human capital development priorities and to resolve key development challenges of low quality skills produced by technical, vocational education and training sub- sector in the country.
The project objectives are aligned to Ghana's Development Strategy and the Goal 4 of the Sustainable Development Goals referred to as “Education 2030” which emphasizes Skills Development and the enhancement of the competitiveness of goods and services produced in the country through improved production of human capital critical for growth and poverty reduction.
The project is further in tandem with the Education Sector Development Plan (ESDP) (2016- 2020) which emphasizes improving equitable access to and quality of
TVET.
Project Objective
The Objective of the Project is to improve the employability of Ghanaian youth by providing them with the relevant skills and competencies required for self and formal employment. This is with the view not only to help reduce unemployment among the youth but to also help encourage indigenous entrepreneurship and further provide Ghanaian industries with the relevant manpower to make them globally competitive.
Total Waiver Requested
The total amount of taxes and duties for which waiver is being sought is the Ghana Cedi equivalent of twenty-six million, nine hundred and sixty-six thousand and eighty-three United States dollars (US$26,966,083.00).
Attachment: Please find attached as APPENDIX, the detailed assessment of the relevant taxes and duties.
Observations and Recommen- dations
Parliamentary Approval of Project
The Committee noted that Parliament at its Thirty-Sixth Sitting of the First Meeting held on Friday 23rd March, 2018, approved by Resolution the Government Con- cessional Loan Agreement between the Government of the Republic of Ghana and the Export-Import Bank of China for an amount not exceeding
seven hundred and fifty-four million Renminbi (RMB754,-000,000.00) [equivalent to one hundred and nineteen million, one hundred and one thousand, nine hundred and , forty- six United States dollars (US$119,101,946.00)] to finance the Rehabilitation and Up- Grading of Equipment in Technical Universities, Polytechnics and Technical and Vocational Training Centers.
Further to the above, Parliament at its Forty-Third Sitting of the Second Meeting held on Wednesday 25th July, 2018, approved by resolution the Contract Agreement between the Government of theRepublic of Ghana (Ministry of Education) and the AVIC International Holding Corporation of the People's Republic of China for the Ghana-China Project on the Rehabilitation and Upgrading of Equipment in Polytechnics and Technical Institutes (including Technical Universities/Polytechnics).
On that same 25th day of July, 2018, the Honourable House approved the Supplementary Contract Agreements Nos 1 & 2 between the Government of the Republic of Ghana (Ministry of Education) and the AVIC International Holding Corporation of the People's Republic of China for the implementation of the Project.
Need for Waiver
The Committee noted that as part of the Employer's Obligation for the Works, Clause 2.7 of the Agreement provides that “The Employer shall be responsible for customs clearance of the equipment and materials under this

Agreement for the Project as well as for payment of any taxes, duties and other levies relating to the importation of the equipment and materials under this Agreement for the Project.

It is further provided in clause 4.2.1 that “Any and all taxes and duties on the consideration of this Contract and all other presently or hereafter existing taxes and duties, which may be assessed or imposed in Ghana upon the Contractor or in the performance of the Agreement, shall be borne and paid by the Employer or fully reimbursed by the Employer”.

Consequently, it was explained to the Committee that the Government of Ghana is fully responsible for the component of the project financing cost covering taxes and other fiscal levies which may be imposed in the Republic of Ghana with respect to the supply and purchase of materials and equipment required for the execution of the project.

Benefits of the Project

The Committee observed that the project, when implemented, is expected to produce highly skilled human capital through:

i. Improved Teaching and Learning Environment in the beneficiary Public TVET institutions;

ii. Increased supply of high caliber TVET graduates;

iii. Increased participation levels at TVET; and

iv. Increased supply of high caliber TVET instructors.

Conclusion

The Committee is satisfied that the request is in consonance with the Contract Agreement between the Government of the Republic of Ghana (Ministry of Education) and the AVIC International Holding Corporation of the People's Republic of China for the Ghana-China Project on the Rehabilitation and Upgrading of Equipment in Polytechnics and Technical Institutes (including Technical Universities/Polytechnics).

The Committee, therefore, recom- mends to the House to adopt this report and approve by resolution, the request for waiver of Import Duties, Import VAT, GETFund Levy, Import NHIL, EXIM Levy, Special Import Levy amounting to the Ghana Cedi equivalent of twenty-six million, nine hundred and sixty-six thousand and eighty-three United States dollars (US$26,966,083.00) on Project materials and equipment to be procured for the Rehabilitation and Upgrading of Equipment in Technical Universities, Polytechnics and Technical and Vocational Training Centers under the Government Concessional Loan Agreement between the Government of the Republic of Ghana and the Export- Import Bank of China in accordance with article 174(2) of the 1992 Constitution of the Republic of Ghana.

Respectfully submitted.
Mr Speaker 10:58 a.m.
Thank you very much.
rose
Mr Speaker 10:58 a.m.
Yes, Hon Member?
Mr Richard Acheampong (NDC -- Bia East) 10:58 a.m.
Mr Speaker, thank you very much for the opportunity to second the Motion moved by the Hon Chairman of the Finance Committee.
.
Mr Speaker, the tax waiver of an
amount of approximately US$27 million is a condition precedent, per the Agreement signed in 2010. Initially, the Ministry of Finance wanted to reduce the tax waiver to US$24 million with the reason that there has been a Government policy because we are aware that they presented to the House, a tax exemption policy.
So, as a result, they wanted to use those directives to reduce the tax waiver from US$26 million to 24 million, but your Committee did a very good work to avoid the breach of the law and drew their attention to the fact that they can use not Cabinet directives to make some changes in the original Agreement signed between the two parties. The Ministry listened to the advice from the Committee and reverted to the original amount of US$26 million.
Mr Speaker, this is because if we refer to the original Agreement under taxes and duties, in paragraph 4.2, it says, and with your permission, I
Mr Speaker, the Agreement states, and I read 10:58 a.m.
“any and all taxes and duties on the consideration of this contract and all other presented or herein after, existing taxes and duties, which may be assessed or imposed in Ghana upon the contractor or in the performance of the Agreement shall be borne and paid by the employer, or fully reimbursed by the employer”.
Mr Speaker, therefore, failure to honour this obligation means that the State must cough the US$26 million to make up the difference for the contractor to execute the project. So, I believe that we have done a very good job.
Mr Speaker, again, looking at the objective of the Project, this is what we would need to draw the attention of our youth to, so that whoever would want to even go to the university or have any tertiary education would advert his or her mind to what could benefit that person in future.
Now, everybody is trying to do the humanity courses in this country, but at the end of the day, we tend to blame the State that we are unemployed because we do not have the skills to be engaged.
Mr Speaker, in paragraph 3.0 of the Committee's Report, the objective of the Project is stated there, and with your permission, I read:
“The objective of this Project is to improve the employability of Ghanaian youth by providing them with the relevant skills and competencies required for self and formal employment.”
Mr Speaker, having read this, one expect that at the end of the day, our youth would also benefit from this Project, because with the TVET that we are talking of, we would need to give them the education. The NCCE is there to also give the people of this country the kind of education that they need.
When people are choosing their programmes, they most of the time have it in mind that they would want to read banking and finance, but let us ask ourselves how many banks we have in this country? Having graduated, would one be employable?
Mr Speaker, so these are some of the things that we would need to communicate, and not waiving the tax alone. We should go down there and tell the people that these are the opportunities that exist, so that they would also take advantage of whatever we are doing in this country.
Mr Speaker, with these few observations, I believe we do not have any option than to call on Hon Members to support this very Report,
so that the contractor could commence work and the majority of the people would get the full benefit of the Project.
Mr Speaker, I thank you very much for the opportunity.
Mr Speaker 10:58 a.m.
Thank you very much.
Question proposed.
Mr Issah Fuseini (NPP -- Okaikoi North) 10:58 a.m.
Thank you very much, Mr Speaker, for the opportunity to contribute to the Motion ably moved by the Hon Chairman of the Finance Committee.
Mr Speaker, we are getting a facility that would help or provide us with 13 technical institutes and 10 polytechnics, dotted across the length and breadth of this country.
Mr Speaker, unemployment remains a major problem for us as a nation. Our concentration has been educating people, and like my Hon Colleague on the other Side said, we are concentrating on training people and people learning humanities in schools.
Mr Speaker, it is imperative that if we all go to school to learn courses in humanities then we would be lacking in the technical fields. This facility is providing us with an opportunity to go back to the basics and be able to give people the needed skills, so that they would be able to get the technical skills needed in the forward march of this country.
Mr Issah Fuseini (NPP -- Okaikoi North) 11:18 a.m.
Mr Speaker, today, we are talking
about the 1D1F, which implies that we would want to locate factories across the length and breadth of this nation.
If we do not have the requisite skills or the technical skills required to keep these factories and equipment in these factories they would go waste, we would be found wanting, and our much needed dream of creating factories in every district in the country would be a mirage.

Mr Speaker, we are talking about tax exemptions on those technical institutes. We have called so many times for the Government to give us a framework within which we are able to situate tax exemptions and I will take the opportunity to again call upon the Ministry to furnish us with a Bill or some framework that would guard the granting of exemptions.

Mr Speaker, two days ago, we heard the Vice President speak and among other announcements that he made to the people of Ghana, he announced that the day's valuation of imports has been revised. I look forward to us being able to get tax exemptions lower than what we are currently experiencing.

Mr Speaker, we are to exempt tax of about US$27 million. I look forward to us getting a framework that would situate this and so we are able to guard these exemptions very well.

Thank you very much, Mr Speaker, for the opportunity.
Mr Speaker 11:18 a.m.
Any contribution from my left, then we move on to Leadership?
rose
Mr Speaker 11:18 a.m.
I want someone from the Minority.
Dr Augustine Tawiah (NDC -- Bia West) 11:18 a.m.
Mr Speaker, it is instructive to see us come from 2010 to this time to get this loan to the House and all the work that has been done.
We have struggled with our science and technical education because for the most part, it is hinged on having 60 per cent going to science and 40 per cent in the arts and humanities.
Unfortunately, we are unable to achieve that. However, we see that there are students who are left in the gap as a result of the fact that they cannot fit the science and we overproduce students from the humanities.
Consequently, the numbers that are available show that a significant number of students who are part of the Unemployed Graduates As- sociation are mostly in the humanities.
So the many efforts that are done on the education front to ensure that we have technical universities and the resources that are critical to train indigenous artisans and specialists in
many of the areas that we seek makes it important for us to participate in this and to actually approve this loan. As a result, the waivers and so forth that are sought for will all contribute to the efforts being made.
rose
Mr Speaker 11:18 a.m.
Hon Dr Akoto Osei?
Dr A. A. Osei 11:18 a.m.
Mr Speaker, I thought the Hon Chairman moved a Motion on the request for tax waiver, not one on a loan. My good Friend talked about bringing this loan to Parliament. We are not talking about a loan here; it is a request for tax waiver.
The loan came a long time ago, but he said we should bring this loan. We are debating the Motion on the request for tax waiver so, if he can stay on that, I can follow him.
Mr Speaker 11:18 a.m.
Hon Member, advise yourself accordingly and proceed.
Dr Tawiah 11:18 a.m.
Mr Speaker, the significant things that have been outlined here --
Mr Speaker 11:18 a.m.
Hon Member, you are duly corrected or you are not?
Dr Tawiah 11:18 a.m.
I admit his correction.
Mr Speaker 11:18 a.m.
Then, please proceed in that vein.
Dr Tawiah 11:18 a.m.
Mr Speaker, we have the request for tax waiver here and I duly support it. Thank you.
Mr Speaker 11:18 a.m.
Leadership.
Mr James K. Avedzi (NDC -- Ketu North) 11:18 a.m.
Mr Speaker, I rise to support the Motion for the House to adopt the Report.
Mr Speaker, the request is to approve US$26.9 million as tax waiver for a loan which the Government contracted in 2010 for the upgrading of 10 technical institutes and five polytechnics. Mr Speaker, this number was increased to 13 technical institutes and 10 polytechnics or technical universities later.
Mr Speaker, if you look at the Report and the attachment, it tells you that the list of items that we are to exempt from import duty and the rest are such that it appears that virtually everything is being imported. In fact, if you go through, you would see items like “stool”.
It is also to be imported and exempted from import duty. Other items like “washing bowls”, “curtains”, “pillows” and “pillow cases” are to be imported and exempted from tax.
Mr Speaker, sometimes, when we are to approve facilities of this nature, it would be good for us to study to find out -- Let us not give blanket tax exemption that every item should be exempted. If we know there are certain items that we can procure here
Mr Speaker 11:18 a.m.
Majority Leadership.
Ms Safo 11:18 a.m.
Mr Speaker, we would yield to the Hon Effah.
Mr Anthony Effah (NPP -- Asikuma/Odoben/Brakwa) 11:18 a.m.
Mr Speaker, the recommendation to the House for the waiver of taxes was by consensus. The facility itself that was previously approved is a concessionary one to improve our technical and vocational institutions.
Mr Speaker, going through the Report, I realised that all the related agreements -- concessionary loan agreement, contract agreements and the supplementary contract agree-
ments I and II -- have been duly executed and approved by this House.
The waiver, like other Hon Members have said, is a condition precedent to the utilisation of the facility and what is comforting is that the tax assessment that was done by the Ghana Revenue Authority (GRA) has the stamp and signature of the Hon Minister of Finance indicating a certification of the numbers.
Mr Speaker, with these conditions properly arranged, I would like to support the Motion for the approval of the waiver.
Question put and Motion agreed to.
Mr Speaker 11:18 a.m.
Item listed 11 -- Resolution. Minister for Finance?
RESOLUTIONS 11:18 a.m.
Dr Assibey-Yeboah 11:28 a.m.
Mr Speaker, I rise to second the Motion.
Question put and Motion agreed to.
Resolved accordingly.
Mr Speaker 11:28 a.m.
Hon Deputy Majority Leader, where do we go from here?
Ms Safo 11:28 a.m.
Mr Speaker, item numbered 12.
Mr Speaker 11:28 a.m.
Item numbered 12; Motion. Hon Chairman of the Committee?
MOTIONS 11:28 a.m.
Chairman of Finance Committee (Dr Mark Assibey-Yeboah) 11:28 a.m.
Mr Speaker, I beg to move, that notwithstanding the provisions of Standing Order 80(1) which require that no Motion shall be debated until at least forty-eight hours have elapsed between the date on which notice of the Motion is given and the date on which the Motion is moved, the Motion for the adoption of the Report of the Finance Committee on the Request for waiver of Import Duties, Import VAT, GETFund Levy, Import NHIL, EXIM Levy, Special Import Levy amounting to the Ghana Cedi equivalent of five million, two hundred and thirty-three thousand, and forty- two euros (€5,233,042.00) on project materials and equipment to be procured for the implementation of the “Improving Access to Quality Health Care in the Western Region Project” under the Mixed Credit Facility Agreement between the Government of the Republic of Ghana and the ING Bank of the Netherlands may be moved today.
Mr Richard Acheampong (NDC -- Bia East) 11:28 a.m.
Mr Speaker, I rise to second the Motion.
Question put and Motion agreed to.
Mr Speaker 11:28 a.m.
Hon Chairman of Committee?
Request for Waiver of Taxes for Improving Quality Health Care in the Western Region
Chairman of the Committee (Dr Mark Assibey-Yeboah) 11:28 a.m.
Mr Speaker, I beg to move, that this Honourable House adopts the Report of the Finance Committee on the Request for waiver of Import Duties, Import VAT, GETFund Levy, Import NHIL, EXIM Levy, Special Import Levy amounting to the Ghana cedi equivalent of five million, two hundred and thirty-three thousand, and forty- two euros (€5,233,042.00) on project materials and equipment to be procured for the implementation of the “Improving Access to Quality Health Care in the Western Region Project” under the Mixed Credit Facility Agreement between the Government of the Republic of Ghana and the ING Bank of the Netherlands.
Mr Speaker, in so doing, I present your Committee's Report.
Introduction
The Request for waiver of Import Duties, Import VAT, GETFund Levy, Import NHIL, Exim Levy, Special Import Levy amounting to the Ghana Cedi equivalent of five million, two hundred and thirty-three thousand and forty-two euros (€5,233,042.00) on project materials and equipment to be procured for the implementation of the “Improving Access to Quality Health Care in the Western Region Project” under the Mixed Credit Facility Agreement between the Government of the Republic of Ghana and the ING Bank of the Netherlands was laid in the House on Wednesday, 3rd April,
2019 in accordance with article 174(2) of the Constitution, and referred to the Finance Committee for consideration and report pursuant to the Standing Orders of the House.
The Committee met with a Deputy Minister for Finance, Hon Kwaku Kwarteng and officials from the Ministry of Finance and the Ministry of Health to consider the request.
Reference Documents
The Committee referred to the following documents in its deliberations:
The 1992 Constitution of Ghana;
The Public Financial Manage- ment Act of 2016 (Act 921);
The Standing Orders of the Parliament of Ghana;
The Mixed Credit Facility Agreement, between the Government of Ghana and INC Bank N. V. of Netherlands for an amount up to nineteen million, five hundred and eighty-eight thousand, seven hundred and seventy-eight euros; and
The Tax Assessment by the Ghana Revenue Authority.
Background
The Western Region is bedeviled with a lot of challenges in the provision of healthcare facilities, especially in most deprived areas of the region. This problem is further compounded by the lack of qualified human resource
Chairman of the Committee (Dr Mark Assibey-Yeboah) 11:28 a.m.
personnel in the sector particularly doctors, medical assistants, nurses and midwives. The unavailability of these critical human resource is directly linked to the deplorable and sometimes non- existence of quality healthcare facilities in the region.
The range of quality of services is insufficient to meet the needs and demands of the population in the region.
The Project is therefore, aimed at reducing the gap in healthcare service delivery by building/upgrading health infrastructure in six project sites in selected districts in the region. The project entails the construction/ upgrading of healthcare facilities and capacity building.
The Project would also include the construction of two (2) district hospitals at Akontombra and Elubo, one (1) enhanced polyclinic at Bogoso and the refurbishment and upgrading of the existing health facilities at Mpohor to attain a polyclinic status. Two (2) smaller facilities will be constructed at Nsuaem and Wassa Dunkwa.
It would be recalled that Parliament at its Fifteenth Sitting of the Third Meeting held on Tuesday, 1st November, 2016, approved the Mixed Credit Facility Agreement between the Government of Ghana and the ING Bank N.V. of the Netherlands for an amount up to nineteen million, five hundred and eighty-eight thousand,
seven hundred and seventy-eight euros (€19,588,778.00) to finance the above project.
Clause 5.9 of the ORIO Grant Agreement between the Ministry of Finance of the Republic of Ghana and the Minister for Foreign Trade and Development Cooperation of the Kingdom of the Netherlands and Clause 5.4 of the Commercial Agreement between the Ministry of Health and Vamed Engineering GmbH of Vienna, Austria (Contractor), requires that the contractor be exempt from the payment of applicable taxes and duties on goods and equipment to be procured under the project.
In order to successfully implement this project, there is the need to waive taxes and duties applicable. It is in this regard that the request for the waiver of taxes and duties has been submitted to Parliament in accordance with article 174 of the 1992 Constitution of Ghana.
The Request
The request before Parliament is for the waiver of Import Duties, Import VAT, GETFund levy, Import NHIL, EXIM Levy and Special Import Levy, amounting to the Ghana Cedi equivalent of five million, two hundred and thirty-three thousand and forty- two euros (€5,233,042.00).
Assessment of Duties, Taxes and Levies
A breakdown of the tax assessment undertaken by the Ghana Revenue Authority (GRA) is provided in Table 1 below:

Attached as an APPENDIX is the details of the tax assessment.

Observations

Rationale for the Project

The Committee was informed that when completed, the project would help to improve:

access to emergency, referral- primary healthcare sendees by the poor in the six project catchment areas;

access to quality equipment and medicines;

the human resource base of the beneficiary healthcare facilities;

the quality of healthcare delivery; and

involvement of local health industry in health system.

Expected Benefits

The Committee was informed that the project would help reduce the prevalence of common diseases as well as a decrease of maternal mortality in the six communities.

Furthermore, the target population would have access to quality healthcare, thereby saving them transport costs to remote located facilities.
Chairman of the Committee (Dr Mark Assibey-Yeboah) 11:28 a.m.


In addition to this, the project also integrates the emergency response system in order to help reduce the cost associated with emergency transpor- tation.

All facilities to be constructed or upgraded under this project will be linked to the National Health Insurance Scheme. This would enable the lower economic segments of the population have access to healthcare at subsidised costs.

Project Scope

The Committee was informed that the Project would be implemented in two phases. Phase 1 would involve the Construction/Upgrading and installation of equipment in the Six (6) health facilities and the development of quality managerial tools and guidelines as well as training of key staff at the facility and district levels. Phase 2 is on Operations and Maintenance.

Conclusion

Considering the benefits to be derived from the project, the Committee is of the view that the request is in the right direction.

The Committee therefore recom- mends to the House to adopt its report and to approve the Request for waiver of Import Duties, Import VAT, GETFund Levy, Import NHIL, Exim Levy and Special Import Levy amounting to the Ghana Cedi equivalent of five million, two hundred and thirty- three thousand and forty-two euros (€5,233,042.00) on project materials and equipment to be procured for the implementation of the “Improving Access to Quality Health Care in the Western Region Project” under the Mixed Credit Facility Agreement between the Government of the Republic of Ghana and the ING Bank of the Netherlands in accordance with article 174(2) of the Constitution, the Public Financial Management Act, 2016 (Act 921) and the Standing Orders of Parliament.

Respectfully submitted.
Chairman of the Committee (Dr Mark Assibey-Yeboah) 11:28 a.m.


[SPACE FOR APPENDIX, PAGE 9 -- 11.28 A.M.][SPACE FOR APPENDIX, PAGE 8 -- 11.28 A.M.]
Chairman of the Committee (Dr Mark Assibey-Yeboah) 11:28 a.m.


[SPACE FOR APPENDIX, PAGE 11 -- 11.28 A.M.][SPACE FOR APPENDIX, PAGE 10 -- 11.28 A.M.]
Chairman of the Committee (Dr Mark Assibey-Yeboah) 11:28 a.m.


[SPACE FOR APPENDIX, PAGE 19 -- 11.28 A.M.][SPACE FOR APPENDIX, PAGE 18 -- 11.28 A.M.]
Chairman of the Committee (Dr Mark Assibey-Yeboah) 11:28 a.m.


[SPACE FOR APPENDIX, PAGE 31 -- 11.28 A.M.][SPACE FOR APPENDIX, PAGE 30 -- 11.28 A.M.]
Mr Richard Acheampong (NDC -- Bia East) 11:28 a.m.
Mr Speaker, I rise to second Motion moved by the Hon Chairman of the Finance Committee.
Mr Speaker, we are called upon to waive a tax amounting to €5,233,042.00. This would help us, especially those of us from the Western Region. We would benefit from this very project.
Looking at the expected benefit from this facility; under bullet point 5.2, the Committee was informed that the project would help reduce the prevalence of common diseases as well as decrease maternal mortality in the six communities.
Mr Speaker, but sometimes when we are calling for affordable healthcare -- Somebody would live in Accra with all facilities available, for example, one who lives at Osu and falls ill and wants to visit the Ridge Hospital, Korle-Bu or 37 Military Hospital, within five or three minutes, the person is there.
But somebody, let us say in Adabokrom who wants to access healthcare facility would have to travel to Dormaa Ahenkrom, Sunyani or Techiman.
So the cost involved would not make the health delivery affordable for the person. So, if we get these facilities closer to the people, at least they would also make some savings and
we could prevent certain deaths which occur when people travel long distances in order to access healthcare facilities. So I think this is a very good project and we need to support it.
Four Committees went through the list and many of the items listed, we were not in doubt that those items would be used to deliver very efficient health delivery services for the people of the Western Region.
With these few observations, Mr Speaker, I thank you for the opportunity, and I call on Hon Members to also support your Committee's Report.

Question proposed
Dr Francis Dakura (NDC - Jirapa) 11:28 a.m.
Thank you very much, Mr Speaker, for the opportunity. I rise to support the Motion and I do so because the goal of the project is to ensure that the people of the Western Region have access to quality healthcare delivery in that region.
Mr Speaker, the world is moving towards achieving universal health coverage by the year, 2030. And the whole drive is to ensure that people everywhere, have access to quality healthcare delivery wherever they are.
And clearly, this project seeks to achieve that, and if we look at the rationale for the project, we have objectives like access to emergency referral care and access to quality
equipment and medicines; and access to human resource. And this is all about universal health coverage.
Mr Speaker, so I support the Motion and I encourage all Hon Members to support the Motion so that the people in the Western Region would indeed, have access to quality healthcare delivery.
Thank you very much, Mr Speaker.
Mr Speaker 11:28 a.m.
Thank you very much, Hon Member.
-- [Pause]--
Mr Issah Fuseini (NPP -- Okaikwei North) 11:28 a.m.
Thank you very much, Mr Speaker, for the opportunity to contribute to the Motion. I am going to be very brief on this one.
Mr Speaker, in February 2019 when the President presented the State of the Nation Address to this House, he mentioned that tax exemptions in 2018 cost us 1.6 per cent of our GDP and in absolute terms, it was GH¢4.6billion.
He went on to say that if we continue at this rate, in sixteen years, half of Government revenue or the amount of the exemptions that is going to be granted is going to be half of Government revenue.
The President went on to promise that he would be coming to this House with a Bill to help bring some sanity
into this sphere of our fiscal policy. We are looking forward to it and we urge the President and the Executive to work assiduously on this issue so that we are able to situate these tax exemptions within a framework.
Thank you very much for the opportunity, Mr Speaker.
Mr Speaker 11:28 a.m.
Thank you very much, Hon Member.
Mr Speaker 11:38 a.m.
Leadership, any contribution or should I put the Question?
Question put and Motion agreed to.
Mr Speaker 11:38 a.m.
Resolution, Hon Deputy Minister?
RESOLUTIONS 11:38 a.m.
Dr Mark Assibey-Yeboah 11:38 a.m.
Mr Speaker, I beg to second the Motion.
Question put and Motion agreed to.
Resolved accordingly.
Mr Speaker 11:38 a.m.
Hon Deputy Majority Leader?
Ms Safo 11:38 a.m.
Mr Speaker, we can lay item numbered 5 (b) and the Hon Vice Chairman of the Committee who is the Hon Member for Manhyia North would do so on behalf of the Hon Chairman of the Committee.
Mr Speaker 11:38 a.m.
Item numbered 5(b).
PAPERS 11:38 a.m.
Ms Safo 11:38 a.m.
Mr Speaker, item numbered 18. We may continue with the Consideration Stage of the Companies Bill, 2018.
Mr Speaker 11:38 a.m.
Hon Deputy Majority Leader, before then, what is the state of item numbered 15 just for us to be advised, then we proceed?
Ms Safo 11:38 a.m.
Mr Speaker, further consultations are being made on the outstanding clause 25, then we can take it through the Third Reading. That would be done on Monday, God willing.
Mr Speaker 11:38 a.m.
Consultation with the Hon Minister?
Ms Safo 11:38 a.m.
Rightly so, Mr Speaker, on a policy matter to be able to clean up the provision.
Mr Speaker 11:38 a.m.
Please, what is the state of Motion numbered 17 for which we were to have the procedural Motion 16?
Ms Safo 11:38 a.m.
Mr Speaker, the Report is the one listed as item numbered 5 (a). Because this is not ready from the Committee, we have not even been able to lay it this morning. So, that Motion would be moved as soon as it is laid accordingly next week.
Mr Speaker 11:38 a.m.
In effect, that leaves us with the next item to be done at the Consideration Stage. Do we have any indication as to item numbered 5 (a) -- Very well, item numbered 5 (a) is not ready and would not be ready for a while. That is what has affected items numbered 16 and 17, so it means there is no other business.
The Hon First Deputy Speaker would take the Chair for the Consideration Stage and that would be the last business for the day.
BILLS -- CONSIDERATION 11:38 a.m.
STAGE 11:38 a.m.
  • [Resumption of debate from 02/ 04/2019]
    • Chairman of the Committee (Mr Ben Abdallah Banda) 11:38 a.m.
    Mr Speaker, I beg to move, clause 41, line 2, delete “for more than six months” and in line 4, delete “after those six months”.
    Mr Speaker, all that we want to do is that, at any point in time that a company does not have a member, the company must cease operation. This is in line with the World Bank directive and the rationale is reasonable because the company belongs to the members.
    It therefore makes sense that any time a company does not have at least one member, people who are put in
    charge of the management of the company must not go on with the operation of the company.
    It is on this basis that we seek to delete “for more than six months”. It would, therefore, read:
    “If at any time a company ceases to have a member and it carries on business without at least one member, every person who is a director of the company during the time that it so carries on business is jointly and severally liable for the payment of all the debts and liabilities of the company incurred during that period.”
    Mr James K. Avedzi 11:38 a.m.
    Mr Speaker, I heard the Hon Chairman say that if at any time, a company ceases to have a member and it carries on business for more than six months -- In this case, what would be the situation?
    He continued to say that every person who is a director -- If we have a company which has only two directors and one ceases to be a director today, it means that we would have only one member as director. Why would we continue to say “every person” which to me indicates that the number could be more than one. Could the Hon Chairman explain that portion a bit again? I would appreciate it.
    Mr Banda 11:38 a.m.
    Mr Speaker, the members are the shareholders and the company is owned by the share- holders.
    The business is run by the Board of Directors and what this proposed amendment seeks to do is that any time that there is not at least, one member, that is a shareholder within the company, the directors must not operate the company. Every person who is a director -- if a person purports to run the company without at least, one member, he or she does so at his or her own risk and that is what clause 41 seeks to do.
    Mr Speaker 11:48 a.m.
    If a person purports to run a company without what?
    Mr Banda 11:48 a.m.
    Without a member; a shareholder.
    Mr Speaker 11:48 a.m.
    In fact, emphasising the point that a member-less company is amorphous.
    Mr Avedzi 11:48 a.m.
    Mr Speaker, it means that that company legally does not exist. If a person is a sole shareholder of a company and ceases to be a member of that company because he or she is dead, it means that, that company would cease to function because it is a sole shareholder company and nobody would act as a director to manage or run non-existing company.
    Mr Speaker 11:48 a.m.
    The company may be in a limbo in that circumstance, but will not cease to exist. For example, it can exist and operate with the appropriate application of succession.
    Hon Chairman of the Committee, if you may want to reconstruct it.
    MR FIRST DEPUTY SPEAKER
    Mr First Deputy Speaker 11:50 a.m.
    Yes, Hon Deputy Attorney-General and Minister for Justice?
    Mr Kpemka 11:50 a.m.
    Mr Speaker, the previous situation used to be that, for example, when a sole member of a company dies, the directors who manage the entity have six months within which to get a member. In view of the new directive from the World Bank as has been stated, what would happen now is that, immediately the person dies, it would mean there is no member.
    So if the company continues to run, then, all liabilities become liabilities of the directors. But the previous situation would have triggered after the six months, but this time, it is immediate and there should be a shareholder to replace -- Otherwise, if the company continues to run, then the liability is triggered right from the day it is run without a member.
    Mr First Deputy Speaker 11:50 a.m.
    Hon Chairman of the Committee, does it capture it as you want?
    Mr Banda 11:50 a.m.
    Rightly so, Mr Speaker.
    Mr First Deputy Speaker 11:50 a.m.
    Kindly read the new rendition again.
    Mr Banda 11:50 a.m.
    Mr Speaker, the new rendition would be:
    “If at any time a company ceases to have at least, a member and it carries on business without a member, every person who is a director of the company during the time that it so carries on business is jointly and severally liable for the payment of all the debts and liabilities of the company incurred during that period”.
    Mr First Deputy Speaker 11:50 a.m.
    So, the amendment would be effected in line 1, by inserting also ‘'at least'' between ‘'have'' and ‘'a member''. Is that right?
    Mr Banda 11:50 a.m.
    Yes, Mr Speaker.
    Question put and amendment agreed to.
    Clause 41 as amended ordered to stand part of the Bill.
    Clause 42 -- Legal nature of shares
    Mr Banda 11:50 a.m.
    Mr Speaker, there is no advertised amendment to clause 42, but the subclause (1) is too verbose, so I would want to proffer an amendment subject to the acceptance by the House.
    Clause 42(1) says:
    “The shares of a member in a company is a personal estate and is not in the nature of real estate or immovable property''.
    All it says is that, shares in a company are movable property, so the inclusion of the group of words, ‘'and is not in the nature of real estate'' -- because “real estate'' is the same as ‘'immovable property''.
    So, the new rendition would be:
    “The shares of a member in a company are a personal estate''.
    Mr Speaker, because “shares'' is in the plural, we cannot use “is'' after the word “company''.
    Mr Avedzi 11:50 a.m.
    Mr Speaker, the essence of this clause is to make it clear that shares are movable properties. So, if we end at ‘'personal estate'', then it does not convey -- because what is in the Bill says that:
    “….personal estates and is not in the nature of real estate or immovable property''
    This indicates that they are movable properties, so we should not end at ‘'personal estate''. It should be made clearer.
    Mr First Deputy Speaker 11:50 a.m.
    Hon Chairman of the Committee, if you replace the “personal estate'' with “movable property'' it will be -- because “personal estate'' may also be immovable. If you leave it at; “the shares of a member in a company are a personal estate'', “a personal estate'', may also be “immovable property'.
    But when you say it is “movable property'', then you would limit it to it being -- differentiate it between being “movable'' from “immovable”.
    Mr Banda 11:50 a.m.
    Mr Speaker, I would take a cue from you, but within this context, “personal estate'', means “movable property'', but we could still substitute “personal estate'' with “movable property''.
    Mr First Deputy Speaker 11:50 a.m.
    Within this context have you defined “personal estate''? If we choose to define “personal estate'' and we say “immovable property'', then “personal estate'' could be used to solve the problem, but if that has not been defined, then “personal estate'' could also be “immovable property''. That is the distinction I want to draw.
    Hon Chairman of the Committee, which one is your choice?
    Mr Banda 11:50 a.m.
    Mr Speaker, having taken a cue from you, it would read:
    “The shares of a member in a company are movable property''.
    Mr First Deputy Speaker 11:50 a.m.
    Hon Members, there is too much noise in the Chamber.
    Mr First Deputy Speaker 11:50 a.m.
    Hon Member for Bolgatanga East, do you want to make a contribution on this?
    Dr Dominic Akuritinga Ayine 11:50 a.m.
    Mr Speaker, I just came into the Chamber and chanced upon the discussion regarding the nature of shares, and I was trying to be up to date with respect to which clause we were considering.
    Mr First Deputy Speaker 11:50 a.m.
    We are on clause 42 and we are considering what the nature is, and the rendition in the Bill is that:
    “The shares of a member in a company is a personal estate and is not in the nature of real estate or immovable property”.
    But we want to shorten that to read:
    “The shares of a member in a company is a personal estate and is not in the nature of real estate or a movable property”.
    What is your own contribution?
    Dr Ayine 11:50 a.m.
    Mr Speaker, I believe that this is partly, a restatement of the position under the current Companies Code, that is, Act 179, and an expansion to clarify it in a way that makes it possible for us to distinguish ‘shares' from ‘immovable property'.
    So, I think the current rendition which says; “The shares of a member in a company is a personal estate and is not in the nature of real estate or immovable property” is a better rendition than to say; “The shares of

    a member in a company is a personal estate and is not in the nature of real estate or a movable property”.
    Mr First Deputy Speaker 11:50 a.m.
    So you agree with that rendition?
    Dr Ayine 11:50 a.m.
    Yes.
    Mr First Deputy Speaker 11:50 a.m.
    Very well.
    Question put and amendment agreed to.
    Clause 42 as amended ordered to stand part of the Bill.
    Clauses 43 and 44 ordered to stand part of the Bill.
    Clause 45 — Payment of shares
    Mr Banda 11:50 a.m.
    Mr Speaker, there is no advertised amendment but --
    I beg to move that clause 45 subclause (4), line 5, delete “or a statutory modification or re- enactment of the Act,”
    Mr Speaker, all that it says is that, when the Bodies Corporate (Official Liquidations) Act 1963 is amended, the amended law or Act would apply. But this has been taken care of under the Interpretation Act, section 11(3), and we think that the phrase will not add anything to it but would rather make it verbose.
    Question put and amendment agreed to.
    Clause 45 as amended ordered to stand part of the Bill.
    Clauses 46 and 47 ordered to stand part of the Bill.
    Clause 48 -- Meaning of payment in cash
    Mr Banda 11:50 a.m.
    Mr Speaker, I beg to move, clause 48, subclause (1), line 3, delete “subsequently” and insert “subsequent”
    Mr Speaker, so the new rendition would read 12:08 p.m.
    “1) For the purposes of this Act, shares have not been paid for in cash except to the extent that the company has actually received cash for the shares at the time of, or subsequent to the agreement to issue the shares.”
    Mr Speaker, this is just a matter of grammar.
    Question put and amendment agreed to.
    Clause 48 as amended ordered to stand part of the Bill.
    Clause 49 to 54 ordered to stand part of the Bill.

    Clause 54 to 57 ordered to stand part of the Bill.

    Clause 58 -- Prohibited transactions in shares
    Mr Speaker, this would read 12:08 p.m.
    “(1) Except as provided in this Act, a company shall not (a) alter…”
    Mr First Deputy Speaker 12:08 p.m.
    Hon Chairman of the Committee, we could have done this by a directive to the draftspersons.
    Question put and amendment agreed to.
    Clause 58 as amended ordered to stand part of the Bill.
    Clause 59 to 64 ordered to stand part of the Bill.
    Clause 65 -- Share deals account
    Mr Banda 12:08 p.m.
    Mr Speaker, I beg to move, clause 65(1), line 7, delete “income surplus” and insert “retained earnings”.
    Mr Speaker, that is the globally accepted terminology for “income surplus”. Now, it is not called, “income surplus” but “retained earnings”.
    This is from the International Financial Reporting Standards, a body that ensures a common global language for business affairs. So it would read:
    “(1) When a company first redeems or purchases any of its shares otherwise than on a redemption of redeemable preference shares out of the proceeds of a fresh issue of shares in accordance with paragraph (b) of subsection (1) of section 62, it shall open a share deals account and shall credit to that account a sum of money not less than the amount of money to be expended on the redemption or purchase by transferring that sum from retained earnings as defined in section 71.”
    Mr Speaker, wherever “income surplus” appears, it shall be replaced with “retained earnings”.
    Question put and amendment agreed to.
    Mr First Deputy Speaker 12:08 p.m.
    I hereby direct that wherever the phrase, “income surplus” appears in the Bill, it shall be substituted with “retained earnings” unless the context otherwise suggests.
    Mr Banda 12:08 p.m.
    Mr Speaker, I beg to move, clause 65(4), line (3), delete “amount” and insert “account” and in line 5, delete “income surplus” and insert “retained earnings”.
    The one in clause 65(4), line (3) has nothing to do with “income surplus” but in clause 65(4) line 5, it is the same consequential amendment as in clause 65(1) line 7. So, it would read:
    Mr Banda 12:08 p.m.
    Mr Speaker, I beg to move, redraft as follows:
    “Any of the provisions of section 61 to 65 may be waived or modified by order of the Registrar in relation to a company which is for the time being an authorised mutual fund as defined in section 216 of the Securities Industry Act, 2016 (Act 926)”
    Mr Speaker, the substance has not changed; instead of beginning clause 66 with, “In relation to a company” as captured in the Bill, we reworded it that way to bring clarity and make it reader-friendly.
    Question put and amendment agreed to.
    Dr Ayine 12:18 p.m.
    Mr Speaker, I believe the number of the Security Industry Act is rather 929 and not 926. We need to correct that. As has been quoted in the proposed amendment, it should be 929 and not 926; so Act 929 is the correct one.
    Mr First Deputy Speaker 12:18 p.m.
    Very well. Let the draftpersons verify and insert the correct one.
    Yes, Hon Chairman?
    Mr Banda 12:18 p.m.
    Mr Speaker, it is captured as Act 929 in the Bill but it has been wrongly captured here.
    Mr First Deputy Speaker 12:18 p.m.
    Very well.
    Question put and amendment agreed to.
    Clause 66 as amended ordered to stand part of the Bill.
    Clause 67 ordered to stand part of the Bill.
    Clause 68 -- Meaning of “stated capital”
    Mr Banda 12:18 p.m.
    Mr Speaker, I beg to move, clause 68, subclause (1), opening phrase, line 2, delete “the following items”
    Mr Speaker, the words 12:18 p.m.
    “the following items” do not add anything to the opening phrase and the opening phrase will therefore read; ‘The stated capital of a company with shares
    consists of the sum of'. Instead of adding; ‘of the following items' and then the paragraphs will follow.
    Question put and amendment agreed to.
    Mr Banda 12:18 p.m.
    Mr Speaker, I beg to move, clause 68, subclause (1), paragraph (a), lines 3 and 4, delete “without the deductions for expenses or commissions” and insert “less deductions for transactions costs that are direct and incidental to share issue”.
    Mr Speaker, the current position of the law is that the “stated capital” of a company is the total proceeds plus amount paid on calls, plus deductions for incidental expenses. We think that this does not reflect the real “stated capital” of the company.
    So the “stated capital” of a company as we are seeking to do now is, the total proceeds of every issue of shares plus amount paid on calls, minus deductions for transaction costs that are direct and incidental to share issue.
    Mr Speaker, so, it would read 12:18 p.m.
    “The stated capital of a company with shares consists of the sum of
    (a)The total proceeds of every issue of shares for cash, including the amount paid on calls made on shares issued with an unpaid liability, less
    deductions for transaction costs that are direct and incidental to share issue'
    Mr Speaker, this will give a true reflection of “stated capital” of a company.
    Mr First Deputy Speaker 12:18 p.m.
    Very well.
    Question put and amendment agreed to.
    Mr Banda 12:18 p.m.
    Mr Speaker, I beg to move, clause 68, subclause (1), paragraph (c), line 1, delete “of money” and in line 2, delete “surplus” and insert “reserves”.
    Mr Speaker, so it will read; ‘the total amount of money which the company by special resolution resolves to transfer to stated capital from reserves…'
    This is as defined in section 70.'Surplus' is the same as reserves except that the current terminology is ‘reserves' and not ‘surplus' according to International Financial Reporting Standards (IFRS).
    Mr First Deputy Speaker 12:18 p.m.
    Very well.
    Question put and amendment agreed to.
    Clause 68 as amended ordered to stand part of the Bill.
    Clause 69 ordered to stand part of the Bill.
    Mr Banda 12:18 p.m.
    Mr Speaker, I beg to move, clause 70, headnote, delete “surplus” and insert “reserves”
    Mr Speaker, the same reason applies.
    Question put and amendment agreed to.
    Mr Banda 12:18 p.m.
    Mr Speaker, I beg to move, clause 70, line 1, delete “surplus” and insert “reserves”.
    Mr Speaker, the same reason applies and so, it reads 12:18 p.m.
    ‘the reserves of a company'.
    Question put and amendment agreed to.
    Clause 70 as amended ordered to stand part of the Bill.
    [Interruption] --
    Mr First Deputy Speaker 12:28 p.m.
    Hon Member, why are you disturbing the House?
    Clause 71 -- Meaning of “income surplus”
    Mr Banda 12:28 p.m.
    Mr Speaker, I beg to move, clause 71, headnote, delete “income surplus” and insert “retained earnings”.
    Question put and amendment agreed to.
    Mr Banda 12:28 p.m.
    Mr Speaker, I beg to move, clause 71, opening phrase, delete “income surplus” and insert “retained earning” and further delete “surplus” and insert “reserves”.
    Mr Speaker, the opening phrase would read 12:28 p.m.
    “The retained earnings of a company with shares is the reserves…”
    Question put and amendment agreed to.
    Clause 71 as variously amended ordered to stand part of the Bill.
    Clause 72 ordered to stand part of the Bill.
    Clause 73 -- Unclaimed dividends accounts
    Mr Banda 12:28 p.m.
    Mr Speaker, I beg to move, clause 73, subclause (2), line 1, delete “the payment of a” and insert “payment of the”.
    Mr Speaker, in the preceeding provision of clause 73 (1), there is the mention of a dividend. So, the definite article is intended to refer to the dividend as captured in the preceeding clause.
    73(2): “Where the payment of the dividend cannot be made…”
    Question put and amendment agreed to.
    Mr Banda 12:28 p.m.
    Mr Speaker, I beg to move, clause 73 subclause (8), line 2, delete “state-owned” and insert “daily”
    It would read:
    “The Registrar shall publish annually in the Companies Bulletin and in a daily newspaper of national circulation, details to shareholders…”
    Mr Speaker, we are avoiding “state-owned”. Private companies that have newspapers of national circulation must also have the chance of benefiting from it.
    Question put and amendment agreed to.
    Clause 73 as amended ordered to stand part of the Bill.
    Clause 74 -- Management by Registrar of unclaimed dividend account
    Mr Banda 12:28 p.m.
    Mr Speaker, I beg to move, clause 74, headnote, delete “dividend” and insert “dividends”.
    Mr Speaker, we seek to make it plural instead of singular.
    Question put and amendment agreed to.
    Mr Banda 12:28 p.m.
    Mr Speaker, I beg to move, clause 74, subclause (2), paragraph (b), line 1, after “donate” insert “or apply”.
    Mr Speaker, clause 74(2) (b) it would read 12:28 p.m.
    “The Registrar shall on the expiration of the seven year period referred to subsection (1) (b) donate or apply fifty per cent of the total amount of money lodged in the interest bearing account under subsection (4) of section 73, for the purpose of investor education, research, entrepreneurial development and advancement in the company law.”
    Mr Speaker, this would give the Registrar the discretion to donate part of the 50 per cent to probably, a body or a person to undertake the functions listed under clause 74 (1) and 74 (2) (b). Or the Registrar could apply part of the 50 per cent for the items listed under clause 74 (2) (b).
    Question put and amendment agreed to.
    Mr Banda 12:28 p.m.
    Mr Speaker, I beg to move, clause 74, subclause (3), line 3, delete “for safe-keeping” and insert “to be applied in accordance with subsections (1) and (2)”.
    Mr Speaker, the new rendition would read 12:28 p.m.
    Mr Speaker, the new rendition would read 12:38 p.m.
    “Where a company on the commencement of this Act has in its possession unclaimed dividends, it shall immediately transfer the total amounts of the dividends to the Registrar to be applied in accordance with subsections 1 and 2.”
    Mr Speaker, it is not for safe keeping; it is for the Registrar to apply the unclaimed dividends that have been transmitted from the company to the Registrar in accordance with clause 74(2) (a) and (b).
    Question put and amendment agreed to.
    Clause 74 as amended ordered to stand of the Bill.

    Clause 75 ordered to stand part of the Bill.

    Clause 76 -- Declaration of dividends
    Mr Banda 12:38 p.m.
    Mr Speaker, I beg to move, clause 76, subclause (4), line 3, delete “as payment as dividend” and insert “for payment”
    Mr Speaker, therefore, it would read 12:38 p.m.
    “Where a dividend is to be paid in accordance with subsection
    (3), the shareholders shall be notified of the amount of the dividend recommended by directors for payments.”
    Mr Speaker, “as payment as dividend” which we seek to delete, makes it verbose.
    Question put and amendment agreed to.
    Clause 76 as amended ordered to stand part of the Bill.
    Clause 77 -- Capitalisation issues and non-cash dividends
    Mr Banda 12:38 p.m.
    Mr Speaker, I beg to move, clause 77, subclause (4), line 4, before “shares” delete “paid,” and insert “paid.”
    Mr Speaker, this has to do with the deletion of “,” that comes after “paid”.
    Mr First Deputy Speaker 12:38 p.m.
    I direct that the draftspersons should delete the “,” after “paid” in the fourth line of subclause (4).
    Question put and amendment agreed to.
    Clause 77 as amended ordered to stand part of the Bill.
    Clauses 78 and 79 ordered to stand part of the Bill.
    Clause 80 -- Order confirming the resolution.
    Mr First Deputy Speaker 12:38 p.m.
    Hon Members, there is no advertised amendment to clause 80 --
    rose
    Mr First Deputy Speaker 12:38 p.m.
    Hon Chairman, do you want to propose any amendment?
    Mr Banda 12:38 p.m.
    Mr Speaker, it is not serious, except that under clause 80, paragraphs (b) and (c) start with “that” and I thought that we could do same with paragraph (a), so that it would read:
    “(80) The Court may make an order confirming the resolution on the terms and conditions specified by the Court, if satisfied, under (a) that the creditor's consent has been obtained or that the debt or claim of that creditor has been discharged or secured …”
    Mr Speaker, then we would end it with “with respect to every creditor of the company who under section 79 is entitled to oppose”.
    Mr Amoatey 12:38 p.m.
    Mr Speaker, I am not against the proposition, except that I would seek the indulgence of the Hon Chairman to bring “that” after “satisfied” ,to read “… by the Court if satisfied that (a) …” then the rest would follow.
    Mr First Deputy Speaker 12:38 p.m.
    Hon Chairman, what is your view on the proposed further amendment?
    Mr Banda 12:38 p.m.
    Mr Speaker, I do not have a problem with that except that if we bring “that” after “satisfied”, then it has to go with the amendment I proposed, otherwise, it would be repetitive.
    Mr Speaker, if it is “satisfied that”, then it would go with all the paragraphs under (a), (b) and (c). Mr Speaker, but my proposed amendment is that clause 80(a) would start with:
    “The creditor's consent has been obtained or that the debt or claim of that creditor has been discharged or secured.”
    Mr Speaker, then we would end it with 12:38 p.m.
    “With respect to every creditor of the company who under section 79 is entitled to oppose”.
    Mr Speaker, the meaning has not changed, but we could start paragraph (a) with a subject.
    Mr First Deputy Speaker 12:38 p.m.
    So, the proposed amendment is that if you bring “that” after “satisfied”, then you could continue with “the creditors” instead of “every creditor”.
    Mr Banda 12:38 p.m.
    Mr Speaker, yes: “If satisfied that the creditor's consent has been obtained or that the debt or claim of that creditor has been discharged or secured with respect to every creditor of the company who under section 79 is entitled to oppose.”
    Mr First Deputy Speaker 12:38 p.m.
    Hon
    Chairman, I think for Hon Members to appreciate this, you may have to draft it properly and file it.
    Hon Ranking Member.
    Alhaji I.A.B. Fuseini 12:38 p.m.
    Mr Speaker, I would just implore the Hon Chairman to drop this amendment because it does not add value to the provision.
    Mr Speaker, whose consent is to be obtained? It is only those who are entitled to oppose the resolution. So the emphasis is actually on those entitled to oppose the resolution. It is their consent that must be obtained, and that is why the opening phrase of clause 80(a) starts with them.
    The emphasis is on them and not the consent of the all creditors but those creditors, who are entitled to oppose the resolution. That is why the provision has been drafted this way to put the emphasis on those class of people.
    Mr Banda 12:38 p.m.
    Mr Speaker, like I said, I do not have any entrenched position about it, so I could abandon it so that we could move faster.
    Mr First Deputy Speaker 12:38 p.m.
    Thank you.
    I would put the Question on clause
    80.
    Clause 80 ordered to stand part of the Bill.
    Clause 81 -- Order and minutes to be registered.
    Mr Banda 12:48 p.m.
    Mr Speaker, I beg to move, clause 81, subclause (1), paragraph (c), delete and insert the following:
    “(c)The amount of money deemed to be paid and the unpaid liability on the issued shares, distinguishing the amount paid in cash and the amount paid otherwise than in cash,
    Shall register the order and the minutes and publish the particulars stated in the minutes in the Companies Bulletin.”

    Mr Speaker, it is just a reconstruction of clause 81 (c) by breaking it down.
    Mr First Deputy Speaker 12:48 p.m.
    Very well.
    Yes, Hon Ranking Member?
    Alhaji I.A.B. Fuseini 12:48 p.m.
    I would want to align the rendition to read:
    “Shall register the order and the minutes and publish the particulars stated in the minutes in the company's bulletin applies to (a), (b) and (c)”.
    The way it has been captured here in the Bill looks like it applies exclusively to paragraph (c). So, we
    just have to rearrange and align it properly.
    Mr First Deputy Speaker 12:48 p.m.
    Very well, I would put the Question.
    Question put and amendment agreed to.
    Clause 81 as amended ordered to stand part of the Bill.
    Clause 82 - Protection of creditors
    Mr Banda 12:48 p.m.
    Mr Speaker, I beg to move, clause 82, subclause (3), paragraph (c), and redraft as follows:
    “(c)aids, abets, or is privy to a concealment or misrepre- sentation, commits an offence and is liable on summary conviction to a fine of not less than two hundred and fifty penalty units and not more than five hundred penalty units or a term of imprisonment of not less than one year and not more than two years or to both the fine and the imprisonment and is personally liable to pay the creditor the amount of the debt or claim of the creditor to the extent to which the debt or claim is not paid by the company.”
    Mr Speaker, the same reason that was given in the preceeding amended clause applies. It is to realign paragraph (c), so that the concluding portion of it would apply to paragraphs (a), (b) and (c).
    Question put and amendment agreed to.
    Clause 82 as amended ordered to stand part of the Bill.
    Clauses 83 and 84 ordered to stand part of the Bill.
    Clause 85 -- Document of title to debentures
    Mr Banda 12:48 p.m.
    Mr Speaker, I would withdraw the advertised amendment because it is taken care of under the Interpretation Act, as I explained earlier.
    Mr First Deputy Speaker 12:48 p.m.
    Very well.

    Clause 85 ordered to stand part of the Bill.

    Clauses 86 and 87 ordered to stand part of the Bill.

    Clause 88 -- Convertible debentures
    Mr Banda 12:48 p.m.
    Mr Speaker, I beg to withdraw this proposed amendment too. The same reason applies.

    Clause 88 ordered to stand part of the Bill.

    debentures
    Mr First Deputy Speaker 12:48 p.m.
    There is no advertised amendment to clause 89.
    Yes, Hon Chairman?
    Mr Banda 12:48 p.m.
    Mr Speaker, though it has not been advertised, you would realise that under the headnote, there is mention of “naked”. So, I propose that because “naked” has not been mentioned in the body of the clause, we insert “naked” under clause 89 (1) line 2. So it would read:
    “Debentures may either be secured by a charge over the company's property or may be naked or unsecured by a charge.”
    Mr Speaker, “naked” and “unsecured” would mean the same things. It is used in the headnote but not captured in the body of the clause.
    Mr First Deputy Speaker 12:48 p.m.
    Hon Chairman, I suggest that you delete “naked” and insert “unsecured debentures”. That rather would capture everything else.
    Mr Banda 12:48 p.m.
    Mr Speaker, I take a cue and delete “naked” under the headnote and insert “unsecured”.
    Question put and amendment agreed to.
    Clause 89 as amended ordered to stand part of the Bill.
    Clause 90 -- Meaning of “floating charge”
    Mr Banda 12:58 p.m.
    Mr Speaker, I beg to move, clause 90, subclause (4), delete and insert the following:
    “Where a receiver or manager is withdrawn with the consent of the chargee, or the chargee withdraws from possession, before the chargee has been fully discharged, the charge ceases to be a fixed charge and reverts to a floating charge.”
    Mr Speaker, there is an omission of “chargee” in the current rendition in line 2. That explains why, it would read:
    “Where a receiver or manager is withdrawn with the consent of the chargee, or the chargee withdraws from possession, before the chargee has been fully discharged, the chargee ceases to be a fixed charge and reverts to a floating charge.”
    Mr Speaker, we realised that under clause 91(4), line 2, instead of “chargee”, they used “charge”. So, there is a little amendment to the subclause.
    Question put and amendment agreed to.

    Clause 90 as amended ordered to stand part of the Bill.
    Mr First Deputy Speaker 12:58 p.m.
    The Hon Second Deputy Speaker would take the Chair from here.
    MR SECOND DEPUTY SPEAKER
    Mr Banda 1 p.m.
    Mr Speaker, I beg to move, clause 94, delete and insert the following:
    “Appointment of a receiver
    94.The appointment of a receiver by or a manager on behalf of a debenture holder shall be in accor- dance with sections 244 to
    246.”
    Mr Speaker, the section deals with the appointment of a receiver, so it is a re-arrangement of the provision.
    Question put and amendment agreed to.
    Clause 94 as amended ordered to stand part of the Bill.
    Clause 95 -- Trustees for debenture holders
    Mr Banda 1 p.m.
    Mr Speaker, I beg to move, clause 95, subclause (2), line
    3, delete “discretions” and insert “discretion”.
    It is just the deletion of “s”.
    Mr Second Deputy Speaker 1 p.m.
    Hon Chairman, this is editorial. I direct that the draftsperson should edit “discretions” to mean “discretion”.
    So I would not put the Question on that as an amendment.
    The next amendment is the same, I so direct.
    Clause 95 to 100 ordered to stand part of the Bill.
    Clause 101 -- Registration of transfers
    Mr Banda 1 p.m.
    Mr Speaker, I would abandon this amendment because it has been taken care of under the Interpretation Act.

    Clauses 101 and 102 ordered to stand part of the Bill.

    Clause 103 -- Protection of beneficiaries
    Mr Banda 1 p.m.
    Mr Speaker, I beg to move, clause 103, subclause (1), line 4, delete “rules 4 to 12 of Order 46 of” and at end of line 5, add “or a statutory modification or re- enactment of those Rules”.
    Mr Speaker, I would abandon the second leg of the proposed amend-

    ment because it is well taken care of under the Interpretation Act.

    So, Mr Speaker, it would read: “A person claiming to be interested in any shares or debentures or the dividends or interest on those shares or debentures may protect the interest of that person by serving on the company concerned copies of a notice and affidavit in accordance with the High Court (Civil Procedure) Rules,

    2004 (C.I. 47)”.

    Mr Speaker, we did not want to be specific. We would just want to apply the High Court (Civil Procedure) Rules; so wherever the provision applies, so be it.

    Question put and amendment agreed to.
    Mr Banda 1 p.m.
    Mr Speaker, I beg to move, clause 103, subclause (2), line 1, after “company” add “shall” and delete “shall” at the beginning of paragraphs (a) and (b).
    Mr Speaker, so subclause (2) would read 1:08 a.m.
    “despite subsection (1) of section 101, the company shall…” “shall” would come up.
    Mr Second Deputy Speaker 1:08 a.m.
    Hon Chairman, it is very clear. This is to avoid repetition.
    Question put and amendment agreed to.
    Clause 103 as amended ordered to stand part of the Bill.
    Mr Second Deputy Speaker 1:08 a.m.
    Yes, Hon Chairman of the Committee?
    Mr Banda 1:08 a.m.
    Mr Speaker, I beg to move, clause 104, subclause (5), paragraph (a), line 2, delete “it”.
    Mr Speaker, it would therefore read 1:08 a.m.
    “the certification is made by the Company,
    (a)if it bears the signature or initials, whether hand- written or not, of an officer for whose act of signing the company is liable under sections 147 to 151".
    Mr Speaker, the use of the pronoun “it” there would not make sense. It is a matter of grammar, so the “it” would distort the meaning.
    Mr Second Deputy Speaker 1:08 a.m.
    I have a problem.
    Dr Ayine 1:08 a.m.
    Mr Speaker, I would suggest that instead of deleting the pronoun “it” and leaving it just like that, we should capture it as; “…the act of signing the certificate…”. This is because the “it” there is a pronoun referring to the certificate, which is mentioned in the clause.
    Mr Second Deputy Speaker 1:08 a.m.
    So Hon Member, your proposal is to agree with the Hon Chairman to delete the pronoun “it”, but after the word “bears”. So what would we put there?
    Dr Ayine 1:08 a.m.
    Mr Speaker, we would substitute it with the phrase: “the certificate”. This is because it is the act of signing the certificate by the officer of the company, which is binding on the company.
    Mr Second Deputy Speaker 1:08 a.m.
    So, we should delete the pronoun “it” and substitute it with the phrase: “the certificate”. Therefore, it would be captured as; “…if the certificate bears…”
    Yes, Hon Chairman of the Committee, what do you say to this proposal?
    Mr Banda 1:08 a.m.
    Mr Speaker, I agree with the Hon Member because the pronoun “it” there refers to the “certification.” There is no “certificate,” so if we say “the act of signing the certificate” when no “certificate” has been mentioned -- what is mentioned is “certification”, so --
    Mr Second Deputy Speaker 1:08 a.m.
    The pronoun “it” would now be substituted with the phrase: “the certificate”. So, it would be captured as; “if the certificate…” So, it would not be captured as “certification” again. It would therefore read:
    “The certification is made by the company,
    (a)if the certificate bears the signature or initials…”
    Hon Members, I believe that is the proposed amendment.
    Yes, Hon Chairman of the Committee?
    Mr Banda 1:08 a.m.
    Mr Speaker, I understand, but my challenge here is that in subclause (5), the word “certification” is what is mentioned, and not “certificate”, so if we mention “the certificate”, it therefore means that a certificate has already been mentioned in the preceeding paragraph, which is not the case, unless the Hon Deputy Ranking Member would want to provide us with further and better particulars.
    rose
    Dr Ayine 1:08 a.m.
    Mr Speaker, if we go to subclause (1), line (3), the word “certificate” has been used there in its plural form, and the same applies to subclause (2) too. So I believe the substitution of “certificate” in sub clause (5) (a), line (2) is appropriate.
    Mr Second Deputy Speaker 1:08 a.m.
    Yes, Hon Member?
    Mr Panford 1:08 a.m.
    Thank you very much, Mr Speaker.
    I would want to propose that we consider the rendition as: “… of an officer for whose act of certifying the company…”
    Mr Panford 1:08 a.m.
    Mr Speaker, on that same line where we are trying to delete the pronoun “it”, on the same line (2), I am proposing that after the deletion of the pronoun “it”, the new rendition could then be read as “…of an officer whose act of certifying…” This is because on the headnote, we have “certification of transfers”.
    Mr Second Deputy Speaker 1:08 a.m.
    Hon Chairman of the Committee, do you get his proposed amendment?
    Mr Banda 1:08 a.m.
    Mr Speaker, I have gotten his proposed amendment, except that, that of the Hon Deputy Ranking Member appears more persuasive. But my only challenge is the absence of the word “certificate” in that clause.
    Mr Second Deputy Speaker 1:08 a.m.
    Is it on the whole clause 104?
    Mr Banda 1:08 a.m.
    Sorry, Mr Speaker, it is in subclause (5), but I have seen the word “certificate” under clause 104 (1). If it flows, which I believe is the case, then I believe we could use the phrase: “…whose act of signing the certificate/ the company is liable under sections 147 to 151...”
    Mr Second Deputy Speaker 1:08 a.m.
    So, what you have done is to accept the latest proposed amendment, but take away the phrase “an officer”.
    The phrase is started with “…an officer whose act of certifying…”, but now, you are only referring to the phrase; “…whose act of certifying…”, but you left out the phrase; “an officer.”
    Mr Banda 1:08 a.m.
    No, Mr Speaker, I am not leaving out the phrase; “an officer”. What I am saying is captured as; “…of an officer for whose act of signing the certificates…” So, the pronoun “it” -- “certificate” would replace the pronoun “it”.
    Mr Second Deputy Speaker 1:08 a.m.
    So, it would be captured as “…whose act of signing the certificate bears the signature…”
    Mr Banda 1:08 a.m.
    No, Mr Speaker, let me take it up. It shall read:
    “The certification is made by the company,
    (a)if it bears the signature or initials, whether hand- written or not, of an officer for whose act of signing the certificates …”
    Mr Second Deputy Speaker 1:08 a.m.
    No, it is “… whose act of signing the certificate the company is liable…” The meaning is not clear from that rendition. You may need to reconsider it.
    The first proposed amendment by the Hon Chairman is to delete “it”. Another proposed amendment came in the name of the Hon Member for Shama to delete “it” and insert “an officer whose act of certifying”. The
    Hon Chairman went back to say that let us accept the first “it” but in line 2, we should delete “it” after “signing”. Am I right, Hon Chairman?
    Mr Banda 1:18 p.m.
    Rightly so, Mr Speaker.
    Mr Second Deputy Speaker 1:18 p.m.
    And insert “whose act of signing the company” because, it was only “it” that was deleted.
    Mr Banda 1:18 p.m.
    Mr Speaker, what subclause (5) says is that, a certification is complete if it has been signed or initiated, whether handwritten or not by an officer. That is what I am trying to explain and the company is liable when it is done by an officer. What this says is that the company is liable under section 147 to 151.
    Mr Speaker, if you go to clause 147, it deals with acts of the company and officers or agents. So, my understanding of clause 104 (5)(a) is that, if it is done by an officer of the company, the company is liable under section 147 to 151. That is what it tries to say.
    Mr Second Deputy Speaker 1:18 p.m.
    That is the sense. Now, craft it and let us get that sense. That is where the challenge is.
    Mr Banda 1:18 p.m.
    Mr Speaker, I think that our proposed amendment should stand.
    “The certification is made by the company,
    (a) if it bears the signature or initials, whether hand- written or not, of an officer for whose act of signing, the company is liable under sections 147 to 151; or”
    Mr Speaker, I would want us to delete “it” and then bring a comma (,) after “signing” so that the company is liable under section 147 to 151.
    Mr Kobena M. Woyome 1:18 p.m.
    Mr Speaker, I would want to suggest we consider the amendment to what was proposed to read:
    “… whose act of signing renders the company liable under sections 147 to 151; or”
    Mr Second Deputy Speaker 1:18 p.m.
    Let me propose a rendition for your consideration. Clause 104(5)(a) should read:
    “The certification is made by the company,
    (a)if the certificate bears the signature or initials whether handwritten or not, of an officer for whose act of signing that certificate the company is liable under section 147 to 151; or”
    Mr Banda 1:18 p.m.
    Mr Speaker, I believe that is the sense and “it” in paragraph (a) refers to “certification”. My only challenge is that, under subclause (5), the word “certification” is what is
    Mr Second Deputy Speaker 1:18 p.m.
    Hon Chairman, your position is that certification does not necessarily refer to certificate. Is that what you mean by that?
    Mr Banda 1:18 p.m.
    Rightly so, Mr Speaker.
    Mr Second Deputy Speaker 1:18 p.m.
    So certification could be done to any document which might not be a certificate. Is that the sense?
    Mr Banda 1:18 p.m.
    That is it.
    Mr Ayariga 1:18 p.m.
    Mr Speaker, if a certificate is not necessarily the same thing as certification, then we cannot substitute “it” for “certificate”. This is because in the original rendition, my understanding is that, “certification” is what “it” refers to, and that is why the Hon Chairman said that if we insert “certificate” there, then, it has to be “certification” because “it” refers to “certification” not “a certificate”.
    Mr Second Deputy Speaker 1:28 a.m.
    Exactly! The Hon Chairman insists that the end product of certification does not mean a certificate; it could be just any document of the company
    which is being certified. I think it makes sense and so, instead of using “certificate”, we would use “certification” to read:
    “if the certification bears the signature or initials, whether handwritten or not, of an officer for whose act of signing that certification the company is liable under section 147 to 151; or”
    Question put and amendment agreed to.

    Clause 104 as amended ordered to stand part of the Bill.

    Clause 105 ordered to stand part of Bill.

    Clause 106 -- Power of company to keep branch register
    Mr Banda 1:28 a.m.
    Mr Speaker, I beg to move, clause 106, subclause (1), line 3, after “holders” insert “and beneficial owners”.
    So, it would read:
    “A company that has shares may, if so required by its constitution, keep in a country outside the Republic a branch register of shareholders or debenture holders and beneficial owners residing in that country or in any other country outside the Republic.”
    Mr Speaker, the shareholders may not necessarily be the beneficial owners so, to that extent, it is being
    Mr Second Deputy Speaker 1:28 a.m.
    Hon Chairman, should it be ‘and', not ‘or'?
    Mr Banda 1:28 a.m.
    Mr Speaker, ‘and'.
    Mr Second Deputy Speaker 1:28 a.m.
    So, we have “shareholders or debenture holders and beneficial owners.”
    Dr Ayine 1:28 a.m.
    Mr Speaker, I think we should use the disjunctive because these are different categories of holders of shares or debentures. So, if we use the conjunctive, it would probably mean that debenture holders and the beneficial owners are in the same category. It is better for us to use the disjunctive ‘or'.
    Mr Second Deputy Speaker 1:28 a.m.
    Actually, that is why I drew the Hon Chairman's attention. Unless he disagrees.
    Yes, Hon Member for Effutu?
    Mr Afenyo-Markin 1:28 a.m.
    Mr Speaker, we always learn new things in this House. Who is a ‘beneficial owner' and how different is that from a ‘shareholder'? This is because, I am at a loss and that is why I would like the Hon Chairman to explain it a bit to me.
    Mr Second Deputy Speaker 1:28 a.m.
    I know the explanation would not be for your edification but for that of the public so I would allow it because you know the difference between ‘shareholders and beneficial owners.'
    Hon Chairman, the Hon Member wants some explanation on that.
    Mr Banda 1:28 a.m.
    Mr Speaker, the shareholders are those whose names have been registered with the shares. So, they are the legal owners. But the beneficial owners are those who have actually given out money to the shareholders to purchase the shares but their names may not necessarily be captured in a certificate.
    But indeed and in fact, the purchase of the shares was financed by the beneficial owner. So, the beneficial owner in practical terms or ordinary sense, is the real owner of the shares. The shareholder is only a front man for the beneficial owner.
    So, what this new rendition is saying is that we are not only interested in the person who, in law is the owner of the shares, but we are also interested in knowing who is behind the whole transaction financing the purchase of the shares. So, that person is the beneficial owner of the shares.
    rose
    Mr Second Deputy Speaker 1:28 a.m.
    You have raised a legal issue for debate. I think it goes beyond what you have just given. I would listen to others.
    Mr Amoatey 1:28 a.m.
    Mr Speaker, for the purposes of this Bill, ‘‘beneficial owner'' has been defined in the First Schedule on page 82 of the Bill. And by that definition, beneficial owner refers to the ultimate person who controls the business and not necessarily, the man whose name appears as a shareholder of the company.
    Mr Second Deputy Speaker 1:28 a.m.
    Actually, that is not what the Hon Chairman said; the Hon Chairman did not say that the person whose name appears on the certificate is a beneficial owner but he said, that is the legal owner.
    And the legal owner could be different from the real owner who is the beneficial owner. That is the explanation he gave, but it goes short of the full meaning of beneficial owner.
    Yes, Hon Member for Effia?
    Mr Joseph Cudjoe 1:28 a.m.
    Mr Speaker, just to add to the public education of ‘beneficial owner'. The shareholder is typically when we look at the shareholding structure, the name one would see when one makes a search at the Registrar-General's Department. And that comes at the legal level.
    But for reasons of either convenience or wrong or right, it becomes necessary to know who the beneficial owner is, that is the one who
    ultimately benefits from the investment. Who that owner is, because I can nominate somebody as the shareholder meanwhile on the background, I want to hide my face and benefit from that investment for either wrong or right reasons.
    These days, we are not just interested in who the shareholder is, but to go beyond the shareholder and find out who is benefiting from that investment.
    Thank you.
    Mr Second Deputy Speaker 1:28 a.m.
    Hon Member for Bolgatanga East?
    Dr Ayine 1:38 a.m.
    Mr Speaker, I am sure the Hon Member for Effutu is very much aware that in this House, we amended the existing Companies Act in order to provide for the recognition of beneficial ownership because shares may be nominally held by a person.
    Nominal because the person's name appears on the share register or certificate as the one who owns the shares but in the actual fact, that person does not provide the capital for the shares. He does not pay up when the call is being made. It is actually someone who is behind and financing the capitalisation of the company.
    So, in those situations, for instance, as my Hon Colleague said, for convenience because one is in public office, one decides to use the wife as the shareholder but the person is the one who is actually providing the
    finances for the purposes of the operations of the company.
    In those circumstances, the person is the beneficial owner and his wife is the nominal shareholder. That is the kind of situation that we are trying to provide for here. And it is the requirement of the International Financial Regulatory Regime.
    That is why in fulfilment of our international obligations, we were compelled to bring the amendment to the Floor of this House for the Companies Act to be amended so we could have beneficial ownership.

    Mr Speaker, as Hon Amoatey has pointed out, the term is now being defined here very comprehensively. So, if the Hon Member wants to be educated about who is a beneficial owner, he should look at the First Schedule to this Bill.
    Mr Afenyo-Markin 1:38 a.m.
    Mr Speaker, it has been argued by the Hon Chairman that a beneficial owner is the one who actually finances, perhaps the cost of acquiring a particular share in the business or who provides the capital but in other words does not want his or her name to appear.
    I am equally sure that the Hon Chairman is aware of issues of secret trust, where a trust deed could be enacted to place a person in a beneficial ownership situation without necessarily providing for financing.
    I only wanted to get clarification as to whether that definition is limited in terms of his explanation or that we should expect a wider explanation to that.
    Now, the First Schedule explanation that has been given by the Former Deputy Attorney-General and Minister for Justice that it is now defined in the First Schedule -- If we juxtapose that definition within the context of the amendment by the Hon Chairman, then we are left with some further confusion.
    This is because secret trust is an acceptable deed. Its essence is to deny certain disclosure, therefore, if you are making a certain amendment to a law which seeks to defeat the purpose of a certain action, then I do not see how that operates within the very context that you make your argument. If we do not need a beneficial owner and we want to disclose --
    The Hon former Deputy Attorney- General and Minister for Justice said that if you have a business and you are in public office -- he used the wife situation but it could be anybody. If you do not want to disclose, you do not want to disclose; but he is saying that it has to be limited to only financing of the particular shares.
    Anything outside this, can we say that the person holding that interest is not the beneficial owner? Is that the argument? That is what I want to know.
    Mr Speaker, you have held that this exercise is for the benefit of those who are in the public space and you
    Mr Second Deputy Speaker 1:38 a.m.
    Actually, you have proven that you did not know because the issue of secret trust which you have raised is another thing that has been dealt with by the law.
    Let me listen to the Hon Deputy Minister and Hon Member for Effia.
    Mr Joseph Cudjoe 1:38 a.m.
    Mr Speaker, when it comes to right reasons and convenient reasons, beneficial ownership would not have gained worldwide attention.
    It is for the wrong reasons where schemes are formed and the shareholder is hidden by some arrangement. So, it is not a limitation to financing, that is, who provided the finance.
    I can sit in a position and create a shareholding structure for somebody somewhere who is nominated to be the shareholder but receive the returns from that investment on my behalf and into my account. I may not have necessarily provided financing but just a scheme created.
    To check those things, these days, we go beyond shareholders to beneficiary holders to ascertain whether they are for convenient, right or wrong reasons where the situation matters. So, I think that we should understand the broader context.
    Mr Banda 1:38 a.m.
    Mr Speaker, the issue of secret trust does not come in at all. If you mention secret trust, you are referring to a will and that is not what we are talking about. What we are discussing is the Companies Bill and within the context of the Companies Bill, we are talking about shares.
    Within the context of shares, we are talking about shareholders. Within that context, we are talking about beneficial owners, so it is within this context that I think that we must have the understanding of the beneficial ownership.
    Mr Speaker, in any case, “beneficial owners” has been defined under the Interpretation column of the Bill. So, I think that to that extent, it does not admit any ambiguity at all. If you want to know who a beneficial owner is, you should just refer to the Interpretation section and that clearly and unambiguously defines what a beneficial owner is.
    We are talking about beneficial ownership within the context of the companies law and nothing else. So, we should not veer toward secret trust and so on because that would not apply.
    Mr Second Deputy Speaker 1:38 a.m.
    Well, it means that at the end of the day, when you read the definition at the Interpretation column on page 282, you would see that it goes beyond the person who funded the value of the shares. So, that is what is being referred to.
    Mr Afenyo-Markin 1:38 a.m.
    Mr Speaker, it is always appropriate to thank you.
    Mr Second Deputy Speaker 1:38 a.m.
    No, I do not need --
    Mr Afenyo-Markin 1:38 a.m.
    Mr Speaker, I am thanking you for giving me the opportunity to be heard and the fact that there has been an opportunity for my Hon Colleagues to give some education on this matter. Meanwhile, I have seen the interpretation and I appear satisfied, so we can proceed. [Laughter.]
    Mr Second Deputy Speaker 1:48 p.m.
    You are not even satisfied but you appear satisfied. I pray that at the end of the day, you get satisfied and do not appear satisfied.
    Question put and amendment agreed to.
    Clause 106 as amended ordered to stand part of the Bill.
    Clause 107 -- Regulations as to branch registers
    Mr Banda 1:48 p.m.
    Mr Speaker, I beg to move, clause 107, subclause (2), lines 4 and 5, delete “state-owned”
    The new rendition would be:
    “A branch register shall be kept in, and shall be opened for inspection in, the same manner in which the principal register is, by section 35 to 39 section 99 to 101 required to be kept, and the advertisement before closing the branch register shall be inserted in a daily newspaper circulating in the district where the branch register is kept''.
    Mr Speaker, it could be any daily newspaper at all, so that we could give money to the privately owned newspapers as well.
    Mr Second Deputy Speaker 1:48 p.m.
    There has been an earlier amendment to that, so I would order that wherever it appears as “state-owned daily newspaper'', the “state-owned'' should be deleted leaving “daily newspaper''.
    Mr Ayariga 1:48 p.m.
    Mr Speaker, there are private daily newspapers where some of them print only 50 copies which are distributed to some few media houses for morning reviews and so do not really circulate that widely.
    When we make provisions for publications in newspapers and we say simply, “a daily newspaper'', people who seek to hide things could very easily get one of these daily newspapers that do not circulate at all and publish it to show that it has been published.
    Mr Second Deputy Speaker 1:48 p.m.
    Hon Member for Bawku Central, we are dealing with branch registers at a district level. So, the circulation of the private daily newspapers that you talked about at the district level definitely, would not be that comprehensive -- but I believe that would be enough circulation.
    In any case, it does not take away the state-owned, but if we say ‘‘and'', then it means that both have to be done -- the state-owned and the private and we would have to deal with the issue of prudent use of our resources.
    If it were at the national level, I would have sympathised with you,
    but at a district level, it should be sufficient. If the company is that wealthy, they could go to a state- owned, but the other private companies could deal with the private daily newspapers.
    Question put and amendment agree to.
    Mr Second Deputy Speaker 1:48 p.m.
    Hon Chairman of the Committee, there is a second proposed amendment from you.
    Mr Banda 1:48 p.m.
    Mr Speaker, I would abandon item listed (xlv) on the Order Paper which seeks to amend clause 107(10). This is because the Interpretations Act would take care of it.
    Mr Second Deputy Speaker 1:48 p.m.
    Hon Chairman of the Committee, this is your second time of abandoning that same proposed amendment, so I understand.
    Mr Second Deputy Speaker 1:48 p.m.
    I would put the Question on the whole of Clause 107.
    rose
    Mr Second Deputy Speaker 1:48 p.m.
    Hon Chairman of the Committee, is there a proposed amendment?
    Mr Banda 1:48 p.m.
    Yes, Mr Speaker. I would want to add ‘‘and beneficial holders'' to clause 107(1).
    So, the new rendition would be:
    “A branch register is a part of a company's principal register of members or debenture holder and beneficial holders”.
    We have already done this in respect of clause 106(1).
    Mr Second Deputy Speaker 1:48 p.m.
    What we did in clause 106(1) was to add “or'', but now you say “and''.
    Mr Banda 1:48 p.m.
    Mr Speaker, I thought once the provision was being closed, “and'' would be more appropriate instead of “or''.
    Mr Second Deputy Speaker 1:48 p.m.
    It is because of the issue of conjunctive. If we say “debenture holders'' and “beneficial holders'', it means you want to talk about two -- that is “members and beneficial holders'' or “debenture holders and beneficial holders''.
    Mr Banda 1:48 p.m.
    Mr Speaker, then I would use “or'' instead of “and''.
    Question put and amendment agreed to.
    Clause 107 as amended ordered to stand part of the Bill.
    Clause 108 ordered to stand part of the Bill.
    Clause 109 -- Provisions as to branch registers kept in the Republic
    Mr Banda 1:58 p.m.
    Mr Speaker, I beg to move, clause 109, subclause (2), line 2, after “sections” insert “35,”
    The new rendition would be:
    “Subject to subsection (2), where the law in force in a country provides for companies incorporated under that law to keep in Ghana branch registers of their shareholders or debenture holders, the Minister may, by legislative instrument, make Regulations for the application of section 35, 36 and 38 in relation to those branch registers''.
    The provision is applicable not only to sections 36 and 38, but 35 is also affected and that is the reason for the insertion of “35”.
    Question put and amendment agreed to.

    Clause 109 as amended ordered to stand part of the Bill.
    Mr Second Deputy Speaker 1:58 p.m.
    Hon Members, are we minded to take a suspension? If not, I would give the necessary directive.
    Mr Kwasi Ameyaw-Cheremeh 1:58 p.m.
    Mr Speaker, the Hon Chairman is poised to continue, and so you may extend the time for us to continue for about an hour. — [Pause]
    Mr Speaker, at your pleasure.
    Mr Afenyo-Markin 1:58 p.m.
    Mr Speaker, the Hon Majority Chief Whip said as it pleases you. This is what he said. It has pleased you to advise us that it is inappropriate for health reasons, to sit at one place for more than two hours.
    And your pleasure is; that we agree with you. It has pleased you for us to cooperate for the purpose of suspension, although the Hon Chairman is poised for business, but his health and our health matter.
    So, we should suspend and come back, unless Friday mitigation would prevent us from conducting further Business for which reason we may have to look for an alternative route. But, I do not think it is our pleasure to close for the day. It is not our pleasure at all. We would want to do Business.
    Mr Second Deputy Speaker 1:58 p.m.
    Hon Member for Bolgatanga East?
    Dr Ayine 1:58 p.m.
    Mr Speaker, I would propose, subject to your pleasure that we should probably continue for an hour and close early since today is Friday. Some Hon Members may want to drive to their constituencies.
    It would be better for them to drive before night falls.
    Mr Second Deputy Speaker 1:58 p.m.
    Well, my understanding of the traffic situation in Accra is that if you do not leave early and leave around the 4.00 p.m. you are talking about, then you would be caught up in traffic jam.
    And, it would not be beneficial to anybody. You would just waste resources; energy; spend a lot of fuel and risk your life in this traffic jam.
    I see the Hon Member for Bawku Central itching to say something.
    Mr Ayariga 1:58 p.m.
    Mr Speaker, I think you are very right. In the first place, we should not sit beyond two hours continuously, for health reasons.
    Also, if we consider today being Friday, taking a short suspension, we would come back in about an hour time, and we would just be approaching the time that you are even advising will not be very convenient for leaving town.
    Mr Speaker, I believe the best is to take an adjournment. We have worked very hard today and have covered so many grounds. You can see that --
    Mr Second Deputy Speaker 1:58 p.m.
    Actually, my advice is for us to stay from 3.00 p.m. to about 6.00 p.m. By then, traffic would have moved. That is my advice; but you take the decision, and I am bound by your decision.
    It looks like the Hon Member for Effutu is so much interested in this issue. Do you see your Chief Whip is really eyeing you?
    Mr S. K. Acheampong 1:58 p.m.
    Mr Speaker, my Hon Colleague, the Hon Member for Effutu is trying to demonstrate that there has been some communication between himself and the Hon Majority Chief Whip. I am certain
    —
    Mr Second Deputy Speaker 1:58 p.m.
    So, you have suddenly become his spokesperson — [Laughter.]
    Mr K. S. Acheampong 1:58 p.m.
    Mr Speaker, I am not his spokesperson. But because I heard him and I am in the Chamber, I am forced to rise to witness that there has been no communication whatsoever. And we are in your bosom at this present time. I can gather from my Hon Colleagues that we would want to make progress for maybe, an hour.
    Mr Second Deputy Speaker 1:58 p.m.
    The Hon Majority Chief Whip is now in charge in the absence of the Leaders; the Hon Majority Leader and the Deputy Majority Leader. He is in charge of the business, and if it is in his pleasure that we should continue, definitely, we would want to continue, but at the risk of our health, which I do not advise.
    I will advise that we take a suspen- sion, unless Hon Members are indicating to me that if they get the suspension, they are unlikely to return, then that definitely would not be in the
    national interest. So I would want us to proceed, and I direct that, in view of the business before the House, we extend Sitting beyond the usual 2.00 p.m.
    Hon Chairman, what I got from the sense of the House is that there is a likelihood of us not getting this good numbers that we have to continue with the Consideration Stage if we suspend Sitting, and so we would continue for one more hour and then we can take an adjournment at 3.00 p.m.
    Clause 110 — Registration of particulars of charges created by companies
    Mr Banda 1:58 p.m.
    Mr Speaker, I beg to move, clause 110, subclause (7), line 4, delete “there” and insert “they”.
    Mr Speaker, the new rendition would read 1:58 p.m.
    “Where a series of debentures containing, or giving by reference to any other instrument, a charge to the benefit of which the debenture holders are entitled at the same rate, is created by the company, it shall, for the purposes of this section, be sufficient if they are delivered…”
    Mr Speaker, this is referring to the debentures and so it is not “there”. It should read, “…if they are delivered to the Registrar within forty-five days…”
    Question put and amendment agreed to.
    Mr Banda 1:58 p.m.
    Mr Speaker, I beg to move, clause 110, subclause (8), line 2, delete “has” and insert “has,”
    Mr Speaker, it is just a comma.
    Mr Second Deputy Speaker 1:58 p.m.
    That is just editorial. They will edit that. Let us move on to your last proposed amendment.
    Mr Banda 2:08 p.m.
    Mr Speaker, I beg to move, clause 110, subclause (9), line 1, delete “in any other” and insert “not in the English”.
    Mr Speaker, the new rendition would read 2:08 p.m.
    “Where the original is not in the English language, the copy shall also contain a translation acceptable to the Registrar similarly certified to the effect that it is an accurate translation of the original.”
    Mr Speaker, this rendition is better.
    Question put and amendment agreed to.
    Clause 110 as amended ordered to stand part of the Bill.
    Clauses 111 and 112 ordered to stand part of the Bill.
    Clause 113 -- Existing charges
    Mr Banda 2:08 p.m.
    Mr Speaker, I beg to move, clause 113 (3), delete.
    We seek to delete it because it deals with commencement date of this Act. It is irrelevant because as soon as this Bill is passed into an Act, it would apply to even existing companies.
    Dr Ayine 2:08 p.m.
    Mr Speaker, if I understand it, the proposed amendment by the Hon Chairman of the Committee deals with clause 113(3). As far as the Bill is concerned, it is a clause that deals with penalties but his reason for proposing the amendment is different.
    Mr Speaker, the Hon Chairman of the Committee would have to come again on the reason we should delete this because this clause imposes a penalty for non-compliance.
    Mr Second Deputy Speaker 2:08 p.m.
    Hon Member, yes, there was an earlier amendment which was agreed to by the House on the state of the law. The Hon Chairman of the Committee may want to refer to that earlier reason.
    They should not be penalties that should be paid to the Registrar but a liability to the directors. I recalled you were giving some explanations on that while my Colleague, the Hon First Deputy Speaker, was presiding.
    Mr Banda 2:08 p.m.
    Mr Speaker, I am just trying to recollect the reason behind the deletion. Could we flag this aspect for a while as I try to get the reason behind the deletion? I am not quite
    clear about that. I would quickly try and recollect and then we can revert to it.
    Mr Second Deputy Speaker 2:08 p.m.
    The existing directors are, by law, expected to take some acts within six months when there is a vacancy, that is, replacing one director. When this law comes into effect, one expects the same directors to take action of submitting things to the Registrar.
    So, it is trying to hold the directors accountable for failure. In that sense, it would talk about liability and not penalties to the Registrar which meant that an action could be taken against them for any conduct of the directors or company without complying with the provision.
    This one wants to restrict it to payments of 25 penalty units to the Registrar -- like an administrative penalty. If not, there is no reason why you would want to delete it. If you agree to the administrative penalties to exist, so be it. It means that all companies would have to comply within the six months, failure to which they would have to pay this 25 penalty units to the Registrar.
    Those are administrative penalties. It is not something one would be compelled to go to court to ask for but if that failure affects others, what would they do? Would they say, because of the payment of the 25 penalty units, it suffices and that one's claims against the company by so doing is extinct?
    Yes, Hon Chairman of the Committee, I can see that you are still struggling to get the rationale.
    Mr Banda 2:08 p.m.
    Mr Speaker, yes, I am still trying to piece things together but the --
    Mr Second Deputy Speaker 2:08 p.m.
    If not, we would allow it to go but what about the right of third parties?
    Mr Banda 2:08 p.m.
    Mr Speaker, there must be a reason for the deletion. Could we just flag it for a few minutes while we progress --
    Mr Second Deputy Speaker 2:08 p.m.
    Yes, Hon Members who are members of the Committee could even go to the Memorandum accompanying the Bill and read the rationale for those provisions and see whether it is acceptable.
    In the meantime, we would not put the Question on the clause 113. We can move on to clause 114. We can come back to it today before we take an adjournment.
    Clause 114 ordered to stand part of the Bill.
    Clause 115 -- Register of particulars of charges
    Mr Banda 2:08 p.m.
    Mr Speaker, I beg to move, clause 115(2), line 1, delete “personally”.
    This would read:
    “The Registrar shall give a certificate signed by the Registrar…”
    Mr Banda 2:18 p.m.
    Mr Speaker, it is not the Registrar himself or herself; we are not talking about the Registrar not as a person but the office. Either the Registrar himself or herself or somebody acting on his or her behalf could do same. The use of, “personally” would restrict it to the person of the Registrar and that is not what we are referring to.
    Question put and amendment agreed to.

    Clause 115 as amended ordered to stand part of the Bill.
    Mr Second Deputy Speaker 2:18 p.m.
    Hon Members, there are no proposed amendments to these three clauses; 116, 117 and 118. So, I will put the Question on the three clauses --
    Mr Banda 2:18 p.m.
    Mr Speaker?
    Mr Second Deputy Speaker 2:18 p.m.
    Yes, Hon Chairman.
    Mr Banda 2:18 p.m.
    Mr Speaker, there are some proposed amendments to clause 117.
    Mr Second Deputy Speaker 2:18 p.m.
    Well, they are not on the Order Paper.
    Mr Banda 2:18 p.m.
    Yes, they have not been captured.
    Mr Second Deputy Speaker 2:18 p.m.
    Let me put the Question on clause 116.
    Mr Banda 2:18 p.m.
    All right.
    Mr Second Deputy Speaker 2:18 p.m.
    Hon Members, our attention has been drawn to some proposed amend- ments to clause 117.
    Hon Chairman, is it also affecting clause 116?
    Mr Banda 2:18 p.m.
    Mr Speaker, under clause 116, there is a proposed amendment under subclause (1), delete “forming” and substitute same with ‘being'. It will read;
    ‘A company shall endorse on every debenture, being one of a
    …'
    Mr Second Deputy Speaker 2:18 p.m.
    Is it b-e-i-n-g?
    Mr Banda 2:18 p.m.
    Mr Speaker, rightly so.
    Question put and amendment agreed to.
    Clause 116 as amended ordered to stand part of the Bill.
    Mr Banda 2:18 p.m.
    Mr Speaker, under clause 117, we are seeking to amend the preambular words to read:
    ‘The Registrar, upon receipt of any application in the prescribed form and upon satisfactory evidence given with respect to a charge of which particulars have been registered'.
    Mr Speaker, the sense is the same but we want to make it more elegant.
    Mr Second Deputy Speaker 2:18 p.m.
    Hon Chairman, I got it up to; ‘… upon satisfactory evidence given'. So, we delete the “being”.
    Mr Banda 2:18 p.m.
    Mr Speaker, rightly so.
    Mr Second Deputy Speaker 2:18 p.m.
    Thank you.
    Question put --
    Mr Second Deputy Speaker 2:18 p.m.
    Hon Members, we are continuing because the sense of the House was for us to continue. But if I am not getting any response to the Questions I have put, I am likely to suspend the House. So, I will put the Question again.
    Question put and amendment agreed to.
    Clause 117 as amended ordered to stand part of the Bill.
    Mr Second Deputy Speaker 2:18 p.m.
    Hon Chairman, there is no proposed amendment to clause 118 and so, I will put the Question --
    Mr Banda 2:18 p.m.
    Mr Speaker, under clause 118(1) (a), there is a proposed amendment. The word “omission” is being substituted for ‘failure'.
    Mr Second Deputy Speaker 2:18 p.m.
    Sorry?
    Mr Banda 2:18 p.m.
    Mr Speaker, the word “omission” in paragraph (a) line (1) is being deleted to be replaced with the word ‘failure'. So, it will read:
    ‘The Court, on being satisfied
    (a) that the failure to register particulars of a charge within the time required by this Act,…'
    Mr Speaker, it is the same but Hon Members felt that the word ‘failure' would bring more clarity than the word “omission”. We prefer ‘failure' because it is stronger.
    Mr Second Deputy Speaker 2:18 p.m.
    Hon Chairman, it means that we would also be amending clause 118 (1) (b). Is that the case? This is because the same word “omission” is also used in subclause (b).
    Mr Banda 2:18 p.m.
    Mr Speaker no. In subclause (b), the word “omission” will stay because it is dealing with “omission or mis-statement” of the particulars. So, ‘failure' will only apply in subclause (a).
    Mr Second Deputy Speaker 2:18 p.m.
    The title is talking about “Rectification of register of particulars of charges”. So, it is not something that you have failed to do but have omitted in doing, but now you want to delete the first “omission” and replace it with ‘failure'. ‘Failure' will then be exacting some punishment or sanction; when you fail to do something in law, then the sanctions will have to follow.
    Now, we are dealing with “Rectification of register of particulars of charges”, will that be called ‘failure' or “omission”?
    Mr Banda 2:18 p.m.
    Mr Speaker, I will abandon it.
    Mr Second Deputy Speaker 2:28 p.m.
    Thank you.

    Clause 118 is ordered to stand part of the Bill.

    Clause 119 -- Registration of enforcement of security.
    Mr Banda 2:28 p.m.
    Mr Speaker, I beg to move, clause 119, subclause (6), line 2, delete “Gazette” and insert “Companies Bulletin”.
    Question put and amendment agreed to.
    Clause 119 as amended is ordered to stand part of the Bill.
    Clause 120 -- Copies of charges to be kept by company
    Mr Second Deputy Speaker 2:28 p.m.
    Hon Member, do you have a proposed amendment to clause 120?
    Mr Amoatey 2:28 p.m.
    Mr Speaker, sorry to take you back to clause 120. The heading is “Copies of charges to be kept by company” but subclause (1) says “a copy” but not “copies”.
    Mr Speaker, so I beg to propose that we change the heading to read “Copy of charges to be kept by company” rather than the plural, so that it would be in consonance with subclause (1).
    Mr Second Deputy Speaker 2:28 p.m.
    It talks about instruments, so that is why the copies --
    Ms Safo 2:28 p.m.
    Mr Speaker, it is actually the same proposal that I wanted to make. Subclause (1) talks about “every instrument”, and this is to suggest that there are a number of them and every one of them would have to be kept.
    So, I believe that “copies” depict the intention of the draftpersons to the extent that there would be a number of instruments to be filed.
    Mr Second Deputy Speaker 2:28 p.m.
    Exactly so.
    So, I would put the Question on clauses 120 and 121.
    Question put and amendment agree to.
    Clauses 120 and 121 ordered to stand part of the Bill.
    Clause 122 -- Registered office
    Mr Banda 2:28 p.m.
    Mr Speaker, I beg to move, clause 122, subclause (1), paragraph (a), line 2, delete “box or” and insert “box,” and in line 3, after “bag” insert “or digital address”.
    Mr Speaker, so it would read 2:28 p.m.
    “A company shall within twenty- eight days after its incorporation, have the following to which communications and notices to the company may be addressed:
    (a)a registered office and principal place of business
    in the Republic with a telephone contact, a post office box, private mail bag or digital address of its registered office”.
    Mr Speaker, it may not necessarily be a post office box.
    Question put and amendment agreed to.
    Clause 122 as amended is ordered to stand part of the Bill.
    Clause 123 -- Notice of situation of registered office
    Mr Banda 2:28 p.m.
    Mr Speaker, I beg to move, clause 123, subclause (1), paragraph (a), line 2, delete “box or” and insert “box,” and after “mail” insert “bag or digital address”.
    Mr Second Deputy Speaker 2:28 p.m.
    Hon Members, this is consequential to the amendment we took on clause 122 (1). I would put the Question.
    Question put and amendment agreed to.
    Mr Banda 2:28 p.m.
    Mr Speaker, I beg to move, clause 123, subclause (2), delete .
    Mr Speaker, the reason is that under the current Bill, the return for registration is delivered at the point of incorporation but not after incorporation.
    The current law is that the return is done within 28 days after incorporation, but this is to be done at the time that we incorporate or register the company. Mr Speaker, so subclause (2) is irrelevant.
    Mr Second Deputy Speaker 2:28 p.m.
    Well, we are in the digital age, and so it would be delivered at the time of registration.
    Question put and amendment agreed to.
    Mr Banda 2:28 p.m.
    Mr Speaker, I beg to move, clause 123, subclause (3), line 2, delete “box” and insert “box, digital address” and after “electronic” insert “mail”.
    Mr Speaker, this is the same as we have done in the preceding subclause.
    Mr Second Deputy Speaker 2:28 p.m.
    Well, it is a bit different but I would put the Question.
    Question put and amendment agreed to.
    Mr First Deputy Speaker 2:28 p.m.
    The next one is rather a consequential amendment to what we have just taken.
    Mr Banda 2:28 p.m.
    Mr Speaker, I beg to move, clause 123, subclause (4), line 2, delete “box” and insert “box, digital address” and after “electronic” insert “mail”.
    Question put and amendment agreed to.
    Mr Banda 2:38 p.m.
    Mr Speaker, I beg to move, clause 125, delete and insert the following:
    “The use of the following abbreviations namely
    (a)“Ltd” instead of “Limited”,
    (b)“PLC” instead of “Public Limited Company”,
    (c)“LBG” instead of “Limited by Guarantee”,
    (d)“PRCU” instead of “Private Unlimited Company”, or
    (e)“PUC” instead of “Public Unlimited Company”
    is not a breach of this section.
    Mr Speaker, it appears that the amendment is in respect of clause 125 (5)but it has not been well captured. I would want to seek your leave to delete subclause (5) and insert the following.
    Mr Second Deputy Speaker 2:38 p.m.
    Exactly, that was why I was quiet.
    Hon Members, the proposed amendment is in respect of clause 125
    (5).
    Mr Chireh 2:38 p.m.
    Mr Speaker, I do not like the way we have put “Ltd.” instead “Limited”; why should it be so? This is the abbreviation of “Limited”, and we are saying:
    “The use of the abbreviation “Ltd.” instead of “Limited”…
    Mr Second Deputy Speaker 2:38 p.m.
    It says instead of writing the whole “Limited”, if you write “Ltd”, it is not a breach of the section; it is accepted. [Pause.]
    Question put and amendment agreed to.
    Clause 125 as amended ordered to stand part of the Bill.
    Clause 126 -- Annual return
    Mr Banda 2:38 p.m.
    Mr Speaker, I beg to move, clause 126, subclause (3), delete and insert the following:
    “The annual return shall be completed within thirty-six days of the date on which the financial statements, reports of the directors and auditors of the company are sent to the members and debenture holders pursuant to section 128, and signed by at least one director and the Company Secretary in accordance with section 213.”
    Mr Speaker, it is a reconstruction of the provision.
    Question put and amendment agreed to.
    Mr Banda 2:38 p.m.
    Mr Speaker, I beg to move, clause 126, subclause (4), before “return” insert “annual”.
    Mr Speaker, because it is done annually. So, it is annual return, just to qualify it.
    Mr Second Deputy Speaker 2:38 p.m.
    This is straightforward, so I would put the Question.
    Question put and amendment agreed to.
    Clause 126 as amended ordered to stand part of the Bill.
    Clause 127 -- Keeping of books of account and preparation of financial statements
    Mr Banda 2:38 p.m.
    Mr Speaker, I beg to move, clause 127, headnote, delete “books of account” and insert “accounting records”.
    Mr Speaker, this is the new terminology that is trending. This one is archaic.
    Mr Second Deputy Speaker 2:38 p.m.
    Is that what is also trending in our laws?
    Mr Banda 2:38 p.m.
    Mr Speaker, under the International Financial Reporting Standards (IFRS), the Hon Deputy Minority Leader is aware already.
    Mr Second Deputy Speaker 2:38 p.m.
    You have to look at the Audit Service
    Act and some other laws we have passed; even the Constitution.
    So if it is trending somewhere, it is not yet trending in our jurisdiction. So, I am cautious in putting the Question there.
    Mr Chireh 2:48 p.m.
    Mr Speaker, I think the Institute of Chartered Accountants (Ghana) has adopted the IFRS standards. From the discussion on this, sometimes they even add “as adopted by the Institute of Chartered Accounts”.
    So, it is the recommendation of the Registrar-General that once we are compelled now to use the IFRS, we need to make it conform to the standard that we currently use.

    In some cases, we would have to say “as adopted by the Institute of Chartered Accountants”, because the distinction is between the full public officers and the private companies.

    This one would govern mainly private companies, and that is why we use the International Financial Reporting Standard (IFRS) instead of the International Standards of Supreme Audit Institutions (INTOSAI) or some other standard that is for public offices.
    Mr F. K. A. Codjoe 2:48 p.m.
    Mr Speaker, we are in support of the amendment, but I just want to explain that over the time, the use of “books of accounts” is becoming old fashioned because many companies do not
    Mr Avedzi 2:48 p.m.
    Mr Speaker, when we make reference to “books”, it is not automatically physical books. We have electronic books, where we refer to cash books on your computers by using simple Excel to develop a cash book.
    So reference to “books” does not mean physical books. I would want just to draw your attention to that.
    Mr Second Deputy Speaker 2:48 p.m.
    I may advise that you define it in the Act to let us know that “accounting records” means books of records. If not, we do not have it even in our Constitution. The earlier laws talk about books of accounts. So, at least, to let it also trend, we should enter properly through the main gate, not through the window.
    So we would do that. I think you should note it, so that at the end of the day we would make sure that it is defined in the First Schedule to the Act. That could help clarify the situation.
    Question put and amendment agreed to.
    Mr Banda 2:48 p.m.
    Mr Speaker, I beg to move, clause 127, subclause (1), line 1, delete “books of account” and insert “accounting records” and do same wherever “books of accounts” appears in the section unless the context otherwise determines.
    Question put and amendment agreed to.
    Mr Banda 2:48 p.m.
    Mr Speaker, I beg to move, clause 127, subclause (5), paragraph (a), delete and insert the following:
    “(a) comprise a
    (i) Statement of financial position,
    (ii) Statement of comprehen- sive income,
    (iii) Statement of cash flows,
    (iv) Statement of changes in equity, and
    (v) Summary of significant accounting policies and other explanatory notes to the financial statements; and”.
    Mr Speaker, these are also new terminologies. It says that the financial statement of every company must comprise the following, and that is what has been listed.
    Mr Second Deputy Speaker 2:48 p.m.
    Hon Member for Wa West, I saw you were on your feet.
    Mr Chireh 2:48 p.m.
    Mr Speaker, there is confusion created by the Hon Member for Suhum that we did not take item listed 18(lxi), and the headnote should not be “books of accounts”, it should be “accounting records”; but I am drawing his attention to the fact that we took it.
    Mr Opare-Ansah 2:48 p.m.
    Mr Speaker, today is Friday. I am in my “one corner”. I have not even spoken the whole day, and the Hon Member for Wa West is accusing me of causing confusion.
    Mr Speaker, all I sought to do was to get confirmation from Hon Members on this Side as to whether after the discussion and debate on the headnote, the Question was put. This is because I did not really hear the Question being put.
    I heard Mr Speaker say, “okay, let us move on”, and then the Hon Chairman of the Committee moved on to the body of the clause and then the Question was put on that one.
    So Mr Speaker, I just tried to get clarification.
    Mr Second Deputy Speaker 2:48 p.m.
    Well, the Hon Member for Wa West has succeeded in getting you to be on your feet and to speak. [Laughter.] I would put the Question on them all at the end of the day.
    Mr Avedzi 2:48 p.m.
    Mr Speaker, if the Hon Chairman could explain sub - paragraph (ii), “Statement of comprehensive income”. I know statement of financial position is the
    balanced sheet, and we have the statement of income, which is the profit and loss account.
    Why is he making it “comprehensive”? I just want to know, because of “comprehensive”.
    Mr Banda 2:48 p.m.
    I thought the Hon Member would rather know it better.
    Mr Speaker, it is just a change of terminology from the current rendition to a new rendition, according to the IFRS. This is what they say.
    Mr Avedzi 2:48 p.m.
    Mr Speaker, the Hon Chairman makes reference to IFRS. He should provide us with the number of standards that are saying those things. He is making reference, and it is assumed that because we do not have reference to that, he is bullying us with that.
    “Statement of income” covers everything. Why “statement of comprehensive income”? Would there be a statement prepared leaving some if that income belongs to the company? Why not “Statement of compre-hensive financial position”? Why not that, but for the income we say “comprehensive”?
    I think “statement of income” is sufficient. We used to call it “income statement”; so if we are changing it to statement of income, that is fine. To say “statement of comprehensive income” connotes something that I do not understand.
    Mr Second Deputy Speaker 2:58 a.m.
    He simply attacked the presumption.
    When a matter is referred to a Committee, the Committee is expected to do a comprehensive job. So when they report to us and they refer to some authorities, it is presumed that they got it right so we go by it.

    Now, with you being a professional, you are raising the issue that you are not aware of that terminology and we do not also have that authority that you have been referring to, which is the IFRS. We do not have copies here to refer to, and he is doubting it, but you are insisting that, that is the new rendition that has been accepted internationally.
    Mr Chireh 2:58 a.m.
    Mr Speaker, the Committee was working with a consulting group led by a retired
    Supreme Court Judge, an accountant like the Hon Member, and somebody well versed in company affairs. In fact, they have studied Prof Gower and his reports, and they always carried the commentary and all that.
    Mr Speaker, they advised, that instead of saying “statement of account,” we should rather say “comprehensive account,” and they convinced the Committee to adopt it. If the Hon Member is not aware, then he should allow us to move, then I would show it to him that it is in the
    IFRS.
    Mr Avedzi 2:58 a.m.
    Mr Speaker, I just googled IFRS Income Statement and this is what I see. It states:
    “A statement of financial position as at the end of the period; a statement of profit and loss and other comprehen- sive income for the period. Other comprehensive income is those items of income and expense that are not recognised in profit or loss in accordance with IFRS Standards.”
    Mr Speaker, the Hon Member is making reference to IFRS and using comprehensive income statement. Now, those comprehensive income are not recognised by the same IFRS, so what are we saying here?
    Mr Second Deputy Speaker 2:58 a.m.
    Hon Member, your reference is to Google, and Google is not an authority when it comes to these issues, so we may not be persuaded. Our attention has been drawn to it. If you had
    referred to the IFRS document that it is not referred to in that document, then you could persuade us, but as at now, you are still to do further research.
    Being one of the professionals, I do not know whether we could refer to you as an expert. Hon Deputy Minority Leader, you are just a professional and not an expert.
    Mr F. K. A. Codjoe 2:58 a.m.
    Mr Speaker, thank you very much.
    Mr Speaker, I was trying to understand the meaning of comprehensive income, and it says that in company's financial reporting, comprehensive income includes all changes in equity during a period, except those resulting from investments.
    Mr Speaker, when we take the financial position, it is also talking about the balanced sheet of a company. So, the financial position is talking about balance sheet, and comprehensive income is also talking about balance sheet.
    We are missing what we would want to target as a profit and loss account. So I believe that we would need to look at the amendment we are proposing here again because the subclauses (a ) and (b) are repetitive, referring to the same thing, and the key component of profit and loss account seemed to be missing .
    Mr Speaker, thank you.
    Mr Quashigah 2:58 a.m.
    Mr Speaker, I have a basic challenge. The members of the Committee are unable to tell us the reasons that the experts had used, or put forward, which convinced them to make this amendment.
    They kept repeating the phrases; “according to the experts” and “ the experts said”, but I am sure that the experts clearly gave them reasons it should be “comprehensive income” and not just “income”. So, until they are able to convince us, I do not see why we should buy into the proposal that they have so far made.
    Mr Second Deputy Speaker 2:58 a.m.
    Hon Chairman, let me listen to your Hon Ranking member before I come to you.
    Alhaji I.A.B. Fuseini 2:58 a.m.
    Mr Speaker, we are dealing with clause 127 (5), and it talks about the financial statement. Under Prof Gower, the financial statement of a company under clause 127, or its equivalent position in the Company's Act, comprise the income statement, the balance sheet, the cash flow, statement of cash flow, statement of changes in equity and the summary of significant accounting policies and other explanatory notes to the financial statement.
    Mr Speaker, that was what was on board. The amendment being proposed is that these terms are still relevant, but they have now assumed new names by reason of an interna- tional standard. They are talking about the same thing, and when I heard the Hon Deputy Minority Leader, he started off with that, that when we
    Mr Avedzi 2:58 a.m.
    Mr Speaker, I am getting the point now. After the profit and loss account is paired, we get the net profit. We then subject this net profit to the “income surplus account”. From the income surplus account, we would then adjust the realised and unrealised gains in that.
    The overall balance in that account is what is transferred to the balance sheet or statement of financial provision. What is happening that I am seeing here right now is that they are combining the profit and loss account with the income surplus account.
    This is because they would want us to adjust those unrealised gains, which is not part of the comprehensive income statement. This is because when I googled the IFRS on the --
    Mr Second Deputy Speaker 3:08 p.m.
    Hon Member, according to them, now we do not have” income surplus” we have retained earnings. So, we have moved away from the Gower Report, which was the traditional text that -- and Professor Gower himself was in Ghana to craft the initial Company's Code.
    This time, he was in Ghana again to assist in the crafting of this Bill. So, times have changed, and once we are in the digital age, the terminologies are becoming digital, so I believe that now that you have accepted it, we can just put the Question and move on.

    We all have to go back to update our knowledge on these issues. The Committee members had the benefit of learning from a retired Supreme Court judge who I am sure was Dr Dartey-Baah.

    Question put and amendment agreed to.
    Mr Second Deputy Speaker 3:08 p.m.
    We still have a last proposed amendment to clause 127 by the Hon Chairman of the Committee.
    Mr Banda 3:08 p.m.
    Mr Speaker, I beg to move, clause 127, subclause (5), paragraph (b), lines 1 and 2, delete “international financial reporting
    Mr Second Deputy Speaker 3:08 p.m.
    Hon Members, at this juncture, I will proceed to adjourn the House.
    That brings us to the end of the Consideration Stage of the Com- panies Bill, 2018 for today.
    Ms Safo 3:08 p.m.
    Mr Speaker, today being Friday, we reckon and acknowledge the endurance by our Muslim brothers, especially the Hon Ranking Member and the Hon Chairman of the Committee.
    Today being Friday, ordinarily, they would have left the Chamber earlier to say their prayers. They have endured to this extent and I must say that we are very much appreciative of their cooperation.
    Mr Speaker, given the sense of the House and today being Friday, we know a lot of Hon Members would travel to their various constituencies to carry out their functions at that level as well. So we thank Hon Members for their cooperation during the entire week. We have had Extended Sittings during the entire week.
    Mr Speaker, I would also want to remind Hon Members that we would have Extended Sittings next week as presented in the Business Statement. We will Sit on Monday through to Friday when we would adjourn sine die.
    rose
    Ms Safo 3:08 p.m.
    Mr Speaker, on this note, I would want to thank Hon Members again and hope that on Monday, 8th April, 2019, we come in very energised to continue with the Business of the House. At this juncture, Mr Speaker, we are in your hands.
    Mr Second Deputy Speaker 3:08 p.m.
    Hon Member for Bia East, Hon Richard Acheampong, I saw you on your feet.
    Mr R. Acheampong 3:08 p.m.
    Mr Speaker, I wanted to catch your eye, but because of my height, you could not see me. [Laughter.]
    Mr Speaker, the Hon Deputy Majority Leader said it is because of the Muslim prayer that she called on you to adjourn the House. The composition of the House has nothing

    to do with religious settings. None of the Hon Deputy Speakers that we have belong to the Muslim community.

    Mr Speaker, Hon Members have decided to work so if we are to adjourn, let us simply do so. She should not introduce those matters that would provoke another debate. That was my concern, because we are ready to work.
    Mr Second Deputy Speaker 3:08 p.m.
    The Hon Deputy Majority Leader did not say it is because of the Muslim prayer that she wanted adjournment; she just referred us to the fact that today is Friday and we know the importance of Jummah like it is for Christians on Sundays.
    By the pillars of the religion, Muslims are enjoined to pray and so, the fact that they have decided to forgo that and to stay throughout is an act that should be commended and that is what she simply did.
    Major Derek Oduro (retd) -- rose --
    Mr Second Deputy Speaker 3:08 p.m.
    Let me listen to the Hon Deputy Minister for Defence.
    Major Oduro (retd): Mr Speaker, in addition to the very important reasons outlined by the Hon Deputy Majority Leader, she failed to mention that some of the Committees would go to work so I wanted to remind her to add that one so that the adjournment could be successful.
    Ms Safo 3:18 a.m.
    Mr Speaker, if you look on the Order Paper, there are only two Committees that were listed today for meeting and they are Committees on Employment, Social Welfare and State Enterprises and Education and they were scheduled to meet at 11:00 am and 12:00 noon respectfully.
    Mr Speaker, I have given the indication that those Committees have sat and concluded Business. [Laughter.] That is why after adjournment, there will not be any Committee sitting.
    Mr Speaker, I would also want to tell the Hon Deputy Minister for Defence, knowing him, on a Friday, he would be in such a hurry to go to the constituency.
    Having spent the whole of Monday through to Friday, I believe his constituents have missed him.
    So on Friday when we adjourn, we would go to the constituencies and continue with our work.

    Mr Speaker, on this note, again, I would like to thank our Muslim Brothers and Sisters here who have sacrificed their time of prayers to be here to be able to proceed on with
    Mr Second Deputy Speaker 3:18 a.m.
    Yes, Hon Members, the process we have gone through is so laborious and boring that I have just decided to allow you to engage and relax yourselves before I adjourn the House.
    It is so technical and boring to so many people; so, many of you are
    seated for so many hours without a word and without even a movement. So this one is to give you the opportunity to relax and ease up before we adjourn the House.
    I proceed now to adjourn the House.
    ADJOURNMENT 3:18 a.m.