Debates of 8 Apr 2019

MR SPEAKER
PRAYERS 10:11 a.m.
VOTES AND PROCEEDINGS AND THE OFFICIAL REPORT 10:11 a.m.
Mr Speaker 10:11 a.m.
Hon Members, correction of Votes and Proceedings of Friday, 5th April, 2019.
Pages 1- 7 --
rose
Mr Speaker 10:11 a.m.
Yes, Hon Member?
Mr Alalzuuga 10:11 a.m.
Mr Speaker, on Friday, I was present in the Chamber but I have been marked absent.
Mr Speaker 10:11 a.m.
Thank you very much.
Pages 8…40 --
Hon Members, the Votes and Proceedings of Friday, 5th April, 2019, as corrected is hereby adopted as the true record of proceedings.
Mr Speaker 10:11 a.m.
Hon Members, we have Official Report of Friday, 8th March, 2019.
  • [No correction was made to the Official Report of Friday, 8th March, 2019.]
    • Mr Speaker 10:11 a.m.
    Hon Members, item listed 3 -- Statements.
    There is a Statement on World Health Day by the Hon Member for Ayawaso West Wuogon.
    STATEMENTS 10:21 a.m.
    Ms Lydia S. Alhassan (NPP -- Ayawaso West Wuogon) 10:21 a.m.
    Thank you Mr Speaker, for giving me this opportunity to make a Statement on the celebration of World Health Day; a global health awareness day celebrated every year on the 7th of April.
    In 1948, the World Health Organisation (WHO) held the first World Assembly, where it decided on 7th April to mark the founding and to use the day to draw worldwide atten- tion to a subject of major importance to global health each year.
    The theme for this year's celebration is “Universal Health Care” (UHC), a subject that discusses and advocates for easy access to healthcare within an acceptable distance from the citizen's abode, at a cost that is affordable and tolerable.
    Mr Speaker, Ghana has made tremendous gains in achieving UHC since itS inception in the 4th Republic. In the 1990s, the concept of Community Based Health Planning Services (CHPS) was started as a pilot project to ensure that basic healthcare is brought close to the citizens, right at where the citizen is domiciled. Prior to the CHPS project, the health delivery system that was at base, close to the citizens was the health centre. Some health centres served populations of over 50,000 and were at a driving distance of close to an hour in some cases. This made healthcare inaccessible on most occasions and a challenge to bear even in cases where the facility was reached, due to the number of patients that had to be seen.
    The CHPS facility takes care of an average of 5,000 people and is the most decentralised form of healthcare in the country. There are over 6,000 CHPS facilities in Ghana now. The concept has made healthcare in terms of physical facilities almost universal.
    The challenge with Ghana's quest to achieving universal healthcare now is in the staffing of these health facilities and the machinery to make the CHPS centres fully functional and highly efficient as service delivery centres.
    Mr Speaker, the recent clearance for the employment of 53,681 health workers, majority of whom are nurses has significantly contributed in addres- sing the staffing challenges. (Source:
  • [ G H ¢ 1 6 , 5 0 2 ( 2 0 1 7 ) , GH¢11,018(2018), GH¢26,161 (2019)]
    • Mr Speaker 10:21 a.m.
    Thank you very much Hon Member for this well- researched Statement.
    Mr Kwabena Ohemeng- Tinyase (NPP -- Kade) 10:21 a.m.
    Thank you Mr Speaker for the opportunity. I congratulate the maker of the Statement.
    Firstly, Mr Speaker, healthcare should be everybody's concern. There is nobody on this earth who can claim complete victory over health, and that there is nothing like sickness in his life. So we are all concerned when it comes to matters of health, and the maker of the Statement has elaborated enough the need to decentralise healthcare.
    I think it is even long overdue, that by a walk of 100 metres one cannot access healthcare. It is a challenge, and if we have to achieve health for all, we must take a second look at this CHPS compound idea. Much as we have access to some of these things, there is a lot to be done in terms of accessibility.
    In my rural communities, the cry every day is that we need more CHPS compounds. It is very difficult for most of our mothers to quickly get access to healthcare without this CHPS compounds, and much as we are trying to make sure that each and every individual would get health opportunities everywhere that they are, the decentralisation effort through this angle is the best way that we have to go.
    I therefore support the view that we may have to come out with a pragmatic programme to make sure that we have more of these at the grassroots level for people to access.
    Mr Speaker, before I sit down, I also want to sound a note of caution to our nurses -- the Nightingale idea should be spread to all our nurses. Now, it appears as if nursing is not a noble profession of Nightingale anymore, and that people are getting into the profession though they do not have love for the profession. So people are refusing postings to rural areas of our communities. People are treating pregnant women and patients as if they are straws.
    Please, I would humbly appeal that the Ministry of Health gets a very good monitoring team to assess how health delivery is being carried on. I also feel that in terms of the provision of medicine, the basic vaccines that are needed in the rural areas, despite the efforts and good things the Government is doing through the NHIS programme, we still have staff who are pilfering these medicines meant for the rural poor. My candid appeal is to all concerned in this CHPS compound idea and also the staff and all who provide services to do their best to make sure that the system exists and provides the needed facilities for all.
    Thank you, Mr Speaker. I commend the maker of the Statement once again.
    Dr Bernard O. Boye (NPP -- Ledzokuku) 10:21 a.m.
    I am most grateful Mr
    Speaker for the opportunity to make a few comments on the Statement made by my Hon Colleague on World Health Day.
    Mr Speaker, 7 th April was yesterday and the whole world marked this very important day on our calendar.
    Mr Speaker, the theme for this year is “Universal Health Coverage”, and by universal health, we mean the ability of citizens to access health care where they are, where they live at a cost that is bearable and that is very important. It is a noble course that Ghana is pursuing.
    Mr Speaker, more often than not, when we talk about access to healthcare, we think of treatment but in universal healthcare, we are also talking about education -- educating people on how to live healthy lives. We are talking about prevention -- making sure we do enough vaccination, enough teaching on how to avoid disease conditions. We are talking about treatments, which is the curative aspect.
    We are also talking about what we refer to as rehabilitation -- those whose physical conditions have changed as a result of a disease condition like physiotherapy and the rest, and most importantly, palliative care, which is giving some sort of relief to people who have a terminal condition are known to exit anyway in the near future, but need to have some form of support.
    Mr Speaker, many Ghanaians suffer severe conditions that could otherwise be prevented.
    10. 31 a. m.
    I have personal experience of one gentleman. He was a very illustrious middle-aged man who is late now. He took care of a lot of people and was very active in the community. He woke up one early morning and told his children that he was feeling dizzy and fell on the floor. Within an hour, he was gone.
    When they did a computerised tomography (CT) scan, he had an aneurism in the head, which is a blood vessel that has a deformed wall like a balloon. Obviously, he had this aneurism for a minimum of about three, four or five years and then that morning, it just burst, he had a stroke and was gone.
    Mr Speaker, if we have a country where everybody above 40 years can go and have a CT scan and the cost is not intimidating, one would know if they had an issue in their head. Surgery could have corrected this and he would have been here with us. In just one morning, he was gone.
    There are many people who are suffering in conditions like this in this country because they have avoided our clinics and hospitals for fear of being pushed into poverty as a result of the cost of healthcare. Universal healthcare intends to make sure that people get healthcare, so that they can live healthy lives and be lifted from
    Dr Bernard O. Boye (NPP -- Ledzokuku) 10:21 a.m.


    poverty. Unfortunately, what we see in this part of our world is that access to healthcare rather drives people under the poverty line.

    I remember a story some few months ago of a 24 year old man at the Cape Coast Teaching Hospital who was diagnosed with kidney disease. In order to go for dialysis, his family emptied all their accounts and later had to sell their cars. They contemplated selling their house. Obviously, this is a family that is on the path to abject poverty as a result of healthcare.

    Once you have such situations in your country, you cannot claim to have achieved universal healthcare. We are not talking about physical access only, which is the presence of the Community-Based Health Planning and Services (CHPS) blocks or district hospitals. We are talking about one's ability to pay and whether one's economic situation is altered as a result of one's efforts.

    Mr Speaker, I am very excited about the World Bank project with the National Health Insurance Authority (NHIA). There is this project which has not been concluded yet, where they are thinking of the possibility of making sure that any Ghanaian who walks into any health facility, especially at the CHPS level, is given free healthcare with or without a health insurance card.

    Instead, they would register you if you do not have a card. This is a pilot

    project and it is my hope that we would get to the point where every individual in this country can access health care.

    Prostate enlargement is a huge matter for most men, men in this House inclusive. It is very unfortunate that in this country, most men who are diagnosed with prostate conditions like hyperplasia, which is an enlargement or a type of cancer usually visit hospitals at its advanced stages.

    If universal healthcare was really true in this country, or we get there as we want, it should be possible that every adult Ghanaian by the age of 35 or 40 receives a notice to check their Prostate-Specific Antigen (PSA). This would enable those who have conditions to be able to address it at an early stage.

    Mr Speaker, it is honestly my wish that most Ghanaians at the age of 75 would look well, think well and act well like your good self. It is only when we live in a country where those who are beyond 60 years are still productive and can contribute to this country that we can claim to have really achieved universal healthcare.

    I would like to commend the Ministry of Health and health workers in this country for their efforts. There are heroes who are not mentioned and I am sure that last night, when we were asleep, a doctor was struggling with a very serious case. It is our prayer that motivation would feature in most of our discussions. One experience I have had in this country is that the doctor at Kibi Government Hospital

    where I was, is paid the same amount as the doctor at La Polyclinic.

    One works for about 10 hours a day and the other does a shift and goes home, yet we assume that all of them should be on the same salary scale. Once we are able to take care of incentives and morale which is normally not quantifiable, I believe that we would have a workforce that is willing to live to the true meaning of universal healthcare.

    With these few words, I thank you for the opportunity.
    Mr Speaker 10:21 a.m.
    Thank you very much. Minority Leadership, then Majority Leadership.
    Alhaji Muntaka 10:21 a.m.
    Mr Speaker, you may pass it on.
    Mr Anim 10:21 a.m.
    Mr Speaker, we would yield to Hon Ayeh-Paye.
    Mr Speaker 10:21 a.m.
    Very well. Just a moment, the Minority first. Minority Leadership, any contribution?
    Alhaji Muntaka 10:21 a.m.
    Mr Speaker, you can kindly pass it on.
    Mr Speaker 10:21 a.m.
    No contribution? Very well, Hon Ayeh-Paye?
    Mr Samuel Ayeh-Paye (NPP -- Ayensuano) 10:21 a.m.
    Thank you Mr Speaker for the opportunity. I would want to also take this opportunity to thank the Hon Member who made the Statement for drawing our attention
    to a very important issue concerning the World Health Day.
    I would ask the Ministry of Health and the Ghana Health Service to increase publicity in terms of education and awareness of the World Health Day. Hon Members would bear with me that in our various constituencies and districts, much was not heard about the World Health Day and its theme.
    I would not be surprised if some Hon Members of Parliament may not be aware of the theme for this year's celebration. I would suggest that before the day ends, the Ministry of Health and Ghana Health Service would increase publicity and education and create awareness, so that all would participate in this occasion.
    Mr Speaker, universal healthcare is not only about those in the health sector. Hon Members who spoke earlier mentioned the availability of health facilities, either a primary healthcare centre, secondary or tertiary healthcare provider. Others have talked about the availability of healthcare itself. I would like to take it from the angle of the personnel who are to man these CHPS compounds for us.
    Recently, the Ministry of Health and the Ghana Health Service posted a number of nurses who completed training as far back as 2016 to our various health centres. What have they been doing after school? Some have sat at home for about two to three
    Mr Samuel Ayeh-Paye (NPP -- Ayensuano) 10:21 a.m.


    years doing nothing. There is the need for the Ministry of Health and the Ghana Health Service to do some education in terms of orientation to draw their attention to what they studied in school, so that when they get to their health centres, they would be able to provide the needed services.

    Mr Speaker, if you go to a CHPS compound or primary healthcare centre, the nurse there is acting as the doctor who would do the prescribing and the pharmacist, dispensing drugs to patients at the same time. So it is important that we educate them to ensure that they do the right thing.

    One other issue which has not been mentioned that I want to draw our attention to is the road networks to the various health centres. If you build a CHPS compound and the road from one community into the CHPS compound is not good, definitely, when there are emergencies, it would be very difficult for patients to access healthcare. So it is important as a Parliament and a country, to pay more attention to our road networks, especially the feeder roads in our rural communities.

    As the Chairman for the Roads and Transport Committee, we have been touring and visiting some communities and I think that we still have more to do in order to create access to these health centres. If the CHPS com- pound is built and the road to the centre is not motorable, definitely, the

    people would not be able to access the centre, yet we are talking about universal healthcare.

    To my understanding, universal healthcare is for everybody to get access to healthcare universally. If the CHPS compound or district hospital has been built and we do not have access in terms of road networks to these centres, it would be very difficult for us to get the full benefits of these centres.

    Recently, the current Government has introduced the drone services whereby some types of medicines and blood would be moved from blood banks to the various health centres where they are needed. It is a very good idea. The Ministry of Aviation should amend the various Acts that we have, to make sure that the drone services are also part of our aviation transport system.

    It is also very important for us to look at who goes to these centres to man them. As I said, they need intensive training. Apart from the training, as they have been in their various centres for some time, there is the need for us to do an orientation for them to be updated on some of the issues that have risen in their minds.

    Mr Speaker, may I also take this opportunity to commend the doctors at the Korle Bu Teaching Hospital. In the headline news today, they have been able to do a brain surgery. I think Hon Dr Okoe Boye would be able to explain this for us to understand it

    better. They have been able to do a brain surgery without necessary cutting the skull of the person. This is an achievement. We normally hear this done in advanced countries, so if the local doctors in our premier hospital in this country have been able to do this, then I think that on a day like this, being the World Health Day, it is important to mention this and say Ayekoo to our doctors in Korle Bu.
    Mr Speaker 10:21 a.m.
    Hon Members, this is a very important Statement and I trust it has served a lot of usefulness. This would end Statement time.
    Hon Members, at the Commence- ment of Public Business — Item numbered 4.
    Hon Majority Chief Whip, can we proceed?
    Mr Kwasi Ameyaw-Cheremeh 10:21 a.m.
    Mr Speaker, item numbered 4 comprises of Papers to be laid by the respective Ministers whose Papers are before us.
    Mr Speaker, the Hon Ministers are at a ministerial retreat outside Accra, and we would want to crave your indulgence and that of my Hon Colleagues to allow some of the Deputy Ministers who are here to do the laying on behalf of the Hon Ministers. I think my Hon Colleague, the Hon Minority Chief Whip would equally indulge us in that respect.
    Mr Speaker 10:41 a.m.
    Hon Minority Leader, I think you can accommodate them, just to make progress.
    Alhaji Muntaka 10:41 a.m.
    Yes Mr Speaker.
    Mr Speaker 10:41 a.m.
    Thank you very much.
    Hon Majority Chief Whip, if you may step in the shoe of the Hon Majority Leader, who is a Minister of State, to lay all the Papers so that we make progress, so we do not make any distinction between which Minister's Deputy is here and who is not here.
    Alhaji Mohammed-Mubarak Muntaka 10:41 a.m.
    Mr Speaker, unfor- tunately, it would be difficult for the Hon Majority Chief Whip to do that. As you suggested, we could use one of the Deputy Ministers to do that because he is not a Deputy Minister.
    Mr Speaker 10:41 a.m.
    Very well.
    I can see the Hon Deputy Minister for Finance is here, so he would lay all the Papers for the sake of convenience and dispatch.
    Hon Members, item numbered 4(a).
    PAPERS 10:41 a.m.
    Mr Speaker 10:41 a.m.
    Hon Majority Chief Whip, I trust item numbered 4(o) is not ready.
    Mr Ameyaw-Cheremeh 10:41 a.m.
    Mr Speaker, my information is that the
    report is not ready and so we may skip it.
    Mr Speaker 10:41 a.m.
    We are still awaiting their consideration and reconciliation on the matter.
    Very well.
    Hon Members, we are not able to take item numbered 5 -- Motion.
    Mr Ameyaw-Cheremeh 10:41 a.m.
    Mr Speaker, we are not taking item numbered 5 on the Order Paper.
    With item numbered 6, we are still trying to reconcile some figures in the Report.
    Mr Speaker, the Hon Deputy Minister for Finance is ready; so we could take item numbered 11, which is the Third Reading of the State Interests and Governance Authority Bill.
    Mr Speaker 10:41 a.m.
    Hon Majority Chief Whip, do we move to item numbered 7 on the Order Paper?
    Mr Ameyaw-Cheremeh 10:41 a.m.
    Mr Speaker, in respect of item numbered 7, the Committee is still meeting on certain aspects of its Report, even as of this morning. So we may not take it immediately, and it also affects items numbered 8 and 9.
    Mr Speaker, in view of the fact that the Hon Ministers are also not available, item numbered 10 is also difficult to take.
    Mr Speaker 10:51 a.m.
    For that matter, we are not in the position to take items numbered 10 and 11.
    Mr Ameyaw-Cheremeh 10:51 a.m.
    Mr Speaker, exactly so.
    Mr Speaker 10:51 a.m.
    Hon Members, all items up to 10 and 11 on the Order Paper are to be put for tomorrow.
    Mr Ameyaw-Cheremeh 10:51 a.m.
    Mr Speaker, it also affects items numbered 12 and 13, since the Hon Minister is supposed to move for the Second Reading.
    Mr Speaker 10:51 a.m.
    Hon Members, all other items on the Order Paper having been duly adjourned, we would move to item listed 14 -- the Companies Bill, 2018 at the Consideration Stage.
    rose
    Mr Speaker 10:51 a.m.
    Yes, Hon Member?
    Alhaji Muntaka 10:51 a.m.
    Mr Speaker, both the Hon Chairman and the Hon Vice Chairman to the Committee are not in the Chamber. The Hon Majority Chief Whip told me that he called the Hon Vice Chairman who said he is on his way here. We may have to suspend Sitting because it looks like this is the only Business left.
    Mr Speaker, this is the reason some of us are of a firm belief that considering the powers vested in you when Parliament sits, you may have mercy on all of us and adjourn this House sine die. It is because you can
    see clearly that people are not ready for this Business, and there is not much to be done.
    Mr Speaker, you may have to use your discretion and adjourn sine die by Wednesday, 10th April, 2019. This is because it is clear that the energy in almost all the Hon Members are gone, and we do not seem to have much on the Order Paper.

    Mr Speaker, I am told the Hon Majority Chief Whip wants to use a member of the Committee, but the Rt. Hon Speaker knows the consequen- ces of that. When the Hon Chairman and Hon Vice Chairman are not there, sometimes it is very difficult to get the amendments moved unless the Hon Member is really well-versed in the issues.
    Mr Ameyaw-Cheremeh 10:51 a.m.
    Mr Speaker, Hon Andrews Egyapa Mercer is a capable member of the Committee. He was part of the Consideration at the Committee level, so he would stand in for the Chairman and move the amendments.
    I believe other Members of the Committee, from both Sides who are available, would support him to shepherd us through the Companies Bill in its Consideration Stage.
    Mr Speaker, I am most grateful.
    Mr Speaker 10:51 a.m.
    Hon Members, we would see how we can move along and maximise the use of the day.
    BILLS -- CONSIDERATION 10:51 a.m.
    STAGE 10:51 a.m.
  • [Consideration of debate from 5/ 4/2019.]
    • Mr Speaker 10:51 a.m.
    Clause 113 -- there is an amendment standing in the name of the Chairman of the Committee.
    Acting Hon Chairman?
    Mr Andrews Egyapa Mercer 10:51 a.m.
    Mr Speaker, clause 113 was stood down last Friday because there was an issue with the amendment proposed. So I would wish that we stand it down further, so that we could deal with it when the Hon Chairman comes.
    We could continue with item numbered 14(ii) on clause 129.
    Mr Speaker 10:51 a.m.
    Very well.
    Clause 129 -- an amendment proposed by the Hon Chairman of the Committee.
    Hon Member, but there are other clauses in-between, is that not so?
    Mr Mercer 10:51 a.m.
    Mr Speaker, we dealt with clause 114 and ended on clause 129.
    Mr Speaker 10:51 a.m.
    Very well.
    Clause 129, Hon Member, you would proceed with the proposed amendment.
    Clause 129 -- First Financial Statement after incorporation.
    Mr Mercer 10:51 a.m.
    Mr Speaker, I beg to move, clause 129, headnote, delete “statement” and insert “statements”.
    Mr Speaker, what we seek to do is to pluralise the headnote to cover “First financial statements after incorporation”.
    Alhaji Muntaka 10:51 a.m.
    Mr Speaker, the amendment proposed was not really clear; but Hon Chireh just whispered to me the reason, so I am alright. I now understand the amendment he proposed.
    Question put and amendment agreed to.
    Mr Mercer 10:51 a.m.
    Mr Speaker, I beg to move, clause 129, subclause (1), line 2, delete “statement” and insert “statements”.
    Clause 129, subclause (1), line 2, delete “statement” and insert “statements”.
    Mr Speaker, both amendments are consequential to the amendment of the headnote.
    Mr Speaker 10:51 a.m.
    Hon Members, that is very clear.
    Question put and amendment agreed to.
    Mr Mercer 10:51 a.m.
    Mr Speaker, I beg to move, clause 129, subclause (2),
    paragraph (a), line 2, delete “an income statement and cash flow statement” and insert “the statements specified in subsection (5) of section 127” and in line 4, delete “statement” and insert “statements”.
    Question put and amendment agreed to.
    Mr Mercer 10:51 a.m.
    Mr Speaker, I beg to move, clause 129(3), lines 1 and 2, delete “income statement and cash flow” and insert “statement of comprehensive income and statement of cash flows”.
    Alhaji Muntaka 10:51 a.m.
    Mr Speaker, whereas the amendment looks very simple, it would be useful if the Hon Member gave some background and reasons. It helps us to understand better.
    Mr Speaker 10:51 a.m.
    Hon Member, please, your justification.
    Mr Mercer 10:51 a.m.
    Mr Speaker, there has been a comprehensive winnowing of this provision, and to add further, this is a new terminology that is used in IFRS. That is what we have adopted as opposed to the previous terminology in Gower.
    Mr Speaker 10:51 a.m.
    Hon Members, very well, this is just a technical expression in usage.
    Question put and amendment agreed to.
    Mr Mercer 11:01 a.m.
    Mr Speaker, I beg to move, clause 129(4), opening phrase, line 1, delete “income statement and cash flow statement” and insert “statement of compre- hensive income and statement of cash flows”.
    Mr Speaker, it is consequential. It is consistent with the explanation I gave earlier, that this is the new terminology on the IFRS.
    Mr Speaker 11:01 a.m.
    Hon Members, item numbered 14(vii) flows from item numbered 14(vi).
    Question put and amendment agreed to.
    Mr Speaker 11:01 a.m.
    The last amendment to clause 129 is listed 14(viii).
    Mr Mercer 11:01 a.m.
    Mr Speaker, I beg to move, clause 129 (4), paragraph (a), after “loss” insert “and other comprehensive income”.
    Mr Speaker, this would read 11:01 a.m.
    “(a) give a true and fair view of the profit or loss and other comprehensive income of the company for the period to which it relates;”
    Question put and amendment agreed to.
    Clause 129 as amended ordered to stand part of the Bill.
    Clause 130 -- Balance Sheet
    Alhaji Muntaka 11:01 a.m.
    Mr Speaker, why does he want to change, “Balance sheet” to “Statement of financial position”? I ask this because the day-to-day terminology that almost everybody is familiar with is “Balance sheet”. Why would we want to change it to “Statement of financial position”?
    Mr Mercer 11:01 a.m.
    Mr Speaker, as I indicated earlier, all these nomenclaturs that we are changing is as a result of the change in terminology under the IFRS. So yes, “Balance sheet” may seem popular, but going forward, what is used in accounting terminology is “Statement of financial position” as opposed to “Balance Sheet”, and that is why we are changing it.
    Alhaji Muntaka 11:01 a.m.
    Mr Speaker, my worry is that the Attorney- General's Department, in drafting the law, chose to name it “Balance sheet”. I do not want to believe that those who drafted it were not conversant with the new terminology. That is why I would have preferred a more detailed explanation because almost all of us are familiar with “Balance sheet”. Almost everybody could relate to and understand it.
    If we now change it to “Statement of financial position”, we may have to explain to people that it means “Balance sheet”.
    Would it not be better for the Hon Member to define “Balance sheet” in this form instead of changing the heading because of how the ordinary person relates to it?
    We should remember that we are promulgating the Companies Act, we and all manner of persons, whether in the rural areas or the big cities, no matter how small their businesses, are encouraged to register them. I am particular about how he wants to change the terminology that everybody is more familiar with.
    Mr Joseph D. Kpemka 11:01 a.m.
    Mr Speaker, the current Act, The Companies Code 1963 (Act 179), uses the terminology “Balance sheet”. So it was a repeat of that in the drafting of this Bill. When it came to the Committee and upon review of same, they had to propose amendments in line with international standards. Otherwise, “Balance sheet” is what pertains in the current Act.
    rose
    Mr Speaker 11:01 a.m.
    Hon Members, the Attorney-General's Department advises us that it is the current global terminology, and we shall proceed accordingly, unless there is any -
    Yes, Hon Yieleh Chireh?
    Mr Chireh 11:01 a.m.
    Mr Speaker, when the Bill was drafted and referred to the Committee, the former Supreme Court Justice led a team of consultants. In the team, they had a
    specialist in company law and accountants. They looked at the practice now, which has the IFRS. They have been adopted by the Institute of Chartered Accountants Ghana (ICAG), and that should guide all these changes to ensure that we have a more transparent reporting and people cannot hide information.
    Mr Speaker, because we have adopted it, their recommendation was for us to be conversant with what has been accepted internationally. Otherwise, if we restrict or go back to the old system, we would not be at the same page with the rest of the world because these are standards that have been set for companies to report on. It is important that once we have adopted the IFRS, which guides the whole world, we capture same in our laws. This is why the Committee agreed that we change the termi- nology to conform with the standards that we have adopted ourselves.
    Question put and amendment agreed to.
    Mr Speaker 11:11 a.m.
    Item numbered 14(x); a further proposed amendment.
    Mr Mercer 11:11 a.m.
    Mr Speaker, I beg to move, clause 130, sub clause (1), line 1, delete “balance sheet” and insert “statement of financial position”
    Mr Speaker, I believe the explanation that we just gave will also sit with this amendment as well.
    Question put and amendment agreed to.
    Clause 130 as amended ordered to stand part of the Bill.
    Clause 131 -- Consolidated financial statements
    Mr Mercer 11:11 a.m.
    Mr Speaker, I beg to move, clause 131, sub clause (2), and line 2, delete “to say” and in line 3, delete “subject to subsection (3)”.
    Mr Speaker, the new rendition would be 11:11 a.m.
    “Financial statements dealing with the operating results and the state of affairs of the company and the subsidiaries, that is the statement of financial position shall, subject to subsection (3), be sent to the members and debenture holders of the company with the company's own financial statements pursuant to section 128.”
    Mr Chireh 11:11 a.m.
    Mr Speaker, he has deleted “subject to subsection (3)”,but he read it as part of the new rendition. He should look at what he is deleting and leave it out, because he has repeated it, which means that he has not deleted it.
    Mr Mercer 11:11 a.m.
    Mr Speaker, the Hon Member on the other Side is correct with respect to the amendment that he just made mention of.
    Mr Speaker 11:11 a.m.
    Therefore?
    Mr Chireh 11:11 a.m.
    Mr Speaker, the amendment is really for us to delete “that is to say” as well. This is because it is conversational and not legal, so, he would have to delete that and “subject to subsection (3)”. If he does that, it would make more sense.
    Alhaji Muntaka 11:11 a.m.
    Mr Speaker, I think they left out “that”, which is what makes the reading difficult. This is because if we keep “that”, -- that is why he -- even though he had not deleted -- Mr Speaker, he rather left out “is”. So it has become difficult. If the deletion could be from “that is to say”, then the new rendition would then read:
    “Financial statements dealing with the operating results and the statement of affairs of the company and the subsidiaries...”
    Mr Speaker, alright. I now see the difficulty. They may have to do some restructuring by inserting. “which is consolidated financial statement”.
    Mr Speaker 11:11 a.m.
    Hon Chireh, would you be in a position to help us with -
    Mr Chireh 11:11 a.m.
    Mr Speaker, it is not flowing, so we should retain “that” in the phrase.
    When we are to read it again, it should be:
    “Financial statements dealing with the operating results and the state of affairs of the company and the subsidiaries, that the consolidated financial statement shall be sent to the members and debenture holders of the company with the company's own financial statements pursuant to section 128.”
    Mr Speaker, what I have read should be the new rendition.
    Mr Speaker 11:11 a.m.
    Hon Chireh, would you agree that the amendment on the Order Paper is correct?
    Hon Chairman, the Hon Member agrees with the proposed amendment.
    Mr Mercer 11:11 a.m.
    Mr Speaker, yes.
    Question put and amendment agreed to.
    Mr Mercer 11:11 a.m.
    Mr Speaker, I beg to move, clause 131, sub clause (3), delete.
    Alhaji Muntaka 11:11 a.m.
    Mr Speaker, once again, what is his reason for deleting the whole subclause? The
    subclause is a further clarification, so he has come up to substitute it with another subclause or he thinks that it is superfluous?
    Mr Speaker 11:11 a.m.
    Yes, Hon Chairman, why are you deleting everything?
    Mr Mercer 11:11 a.m.
    Mr Speaker, the answer to that itself is contained in the Hon Member's own statement that it is superfluous, and that is why the Committee took the position. Also, it does not comply with the IFRS that we seek to implement.
    Mr Chireh 11:11 a.m.
    Mr Speaker, the deletion was occasioned because the subsequent subclauses takes care of that one, and it would have been superfluous to retain it. That is the reason for the Committee's recommendation.
    Subsequently, we would have subclause (4) re-drafted, and it would encapsulate what is already in subclause (3).
    Mr Speaker 11:11 a.m.
    Hon Chairman, therefore?
    Mr Mercer 11:11 a.m.
    Mr Speaker, we propose that the entire subclause be deleted from the Bill.
    Alhaji Muntaka 11:11 a.m.
    Mr Speaker, my Hon Colleagues who have been involved with this are not helping us. This is because if they say that they are deleting this because of a subclause, even though we are not yet there, to be able to carry us along,
    they need to tell us the reason for its superfluity.
    However, if they just say that subsequent subclauses will take care of it, how will I know which subclause will take care of this and once we delete it, if we get there and it does not cure the same problem, it may be difficult unless in a Second Consideration Stage.
    Mr Speaker, so I would be happy if they come back to --
    Mr Speaker 11:21 a.m.
    Where is it speci- fically taken care of? That is what Hon Muntaka is asking.
    Mr Chireh 11:21 a.m.
    Mr Speaker, the reason we are saying this is because we have adopted the IFRS and we changed the terminology, there is no way -- if we look at the current subclause (3), somebody could cheat by providing false, misleading or harmful information.
    That is why it is no longer necessary. If we look at the next subclause that has been replaced with a new provision, many of the things that are provided there would prevent any misleading or harmful information. That is why we are deleting subclause
    3.
    Question put and amendment agreed to.
    Mr Mercer 11:21 a.m.
    Mr Speaker, I beg to move, clause 131, subclause (4), delete and insert the following:
    “(4) The consolidated financial statements shall comprise;
    (a) statement of financial position;
    (b) statement of comprehensive income;
    (c) statement of changes in equity;
    (d) statement of cash flows, and
    (e) notes to the consolidated financial statements”.
    Mr Speaker, this is also conse- quential as a result of the IFRS. There is the need for us to change termi- nology from the old rule and apply this. That is why we propose this amendment.
    Mr Speaker 11:21 a.m.
    This is simply a statement of the current trend.
    Hon Yieleh Chireh, is that so?
    Mr Chireh 11:21 a.m.
    Mr Speaker, yes.
    Mr Speaker 11:21 a.m.
    Yes, Hon Minority Chief Whip?
    Alhaji Muntaka 11:21 a.m.
    Mr Speaker, if we look at what is being deleted and what is used to replace it, there is paragraph (e) in the original rendition, but I cannot find where it has been taken care of in the new provision.
    Mr Speaker, with your permission, I read 11:21 a.m.
    “(e) a description of significant accounting policy”.
    I do not see it here. If they could help me which of the new provisions would take care of the original paragraph (e)?
    Mr Speaker 11:21 a.m.
    Yes, acting Hon Chairman of the Committee?
    Mr Mercer 11:21 a.m.
    Mr Speaker, those requirements in paragraph (e), in accord with the old rules, are adequately taken care of in the notes to the consolidated financial statement. So we expect that in the preparation of the accounts, all the significant accounting policies would be explained under the consolidated financial statement. That is why we are taking it out.
    Like I said, in any event, what we seek to do to this provision in subclause (4) was under the old accounting rules that we applied. Under the IFRS, these are the accounting requirements that are needed; Hence the substitution to replace it with this new one.
    Alhaji Muntaka 11:21 a.m.
    Mr Speaker, his explanation has even made it more confusing. This is because, if we look at the original rendition in paragraph (f), it talks about explanatory notes to the consolidated financial statement, which is equivalent to the new paragraph (e) which talks about notes to the consolidated financial statement.
    In the original rendition, even though paragraph (f), which is taken care of by paragraph (e) is there, paragraph (e) was still provided.
    I do not know whether the Hon Chairman is following what I am saying. If we look at the original rendition, we have paragraph (e) which talks about the description of the significant accounting policy, and paragraph (f), which talks about explanatory notes to the consolidated financial statement.
    Mr Speaker, but if we look at their new proposed rendition, paragraph (e) talks about notes to the consolidated financial statement; but in my view, it simply replaces the original paragraph (f).
    Meanwhile, with the original paragraph (e), I do not see how any of what they have, whether statement of financial position; statement of comprehensive income; statement of changes in equity; or statement of cash flows captures the description of significant accounting policy. That is what I seek to understand.
    Even though I agree with them that these are modern ways of capturing the rendition, I would want to be sure that this particular Act -- I do not see where we have to significantly explain that one's accounting policy has been captured in the new rendition? Is it that they think it would no longer be necessary? Why is it that paragraph (e) would be lost in the new rendition? This is because in my view, nothing in the new rendition takes care of it.
    Mr Speaker 11:21 a.m.
    Hon Chairman, provide an explanation. The original paragraph (e) is missing. No matter how this is placed, the original paragraph (e) is not apparently reflected.
    Mr Mercer 11:21 a.m.
    Mr Speaker, the explanation is simple. There is no option for anybody to adopt any other accounting policy than the IFRS. So if we are all to adopt the IFRS, it stands to reason that we use IFRS policies. So if we put it here, it would be superfluous.
    In any event, all the accounting requirements; the financial statements required, would adequately ensure that every information that is required of any company to provide is captured in the report.
    Mr Speaker; Hon Yieleh Chireh, would anything be lost?
    Mr Chireh 11:21 a.m.
    Mr Speaker, what the acting Hon Chairman said and what is important is that, if we look at what is in the original Bill, they talked about consolidation and many things. This simple Statement in paragraph (b); Statement of comprehensive income; statement of changes and equity, relates to the policies. Therefore paragraph (e) as it stands now takes care of both paragraphs (e) and (f) in the original. That is why we do not need.
    This is because, in this other method of reporting, the termino- logies we have used here have captured, in essence, paragraphs (e)
    Mr Speaker 11:21 a.m.
    Thank you very much.
    In the circumstances, I would put the Question.
    Question put and amendment agreed to.
    Mr Mercer 11:21 a.m.
    Mr Speaker, I beg to move, clause 131, subclause (5), redraft as follows:
    “(5) The consolidated financial statements shall
    (a) give a true and fair view of the profit or loss and other comprehensive income and of the state of affairs of the company and the subsidiaries dealt with by the consolidated financial statements as a whole, is so far as it concerns the interest of the company; and
    (b) be prepared in compliance with International Financial Reporting Standards as adopted by the Institute of Chartered Accountants, Ghana.”
    Mr Benjamin K. Kpodo 11:21 a.m.
    Mr Speaker, we could have some further amendments to subclause (5) (a). It states:
    Mr Speaker 11:31 a.m.
    Did you say, “true and fair view of the comprehensive income” and leave out “profit and loss” which you consider superfluous? Hon Member, have you restated your point of view? You advocated that we leave out “profit and loss”. Is that not so?
    Mr Kpodo 11:31 a.m.
    Yes, Mr Speaker.
    Mr Speaker 11:31 a.m.
    And we capture “comprehensive income and of the
    state of affairs”. Should we add “state of affairs”? Please, can you read your rendition?
    Mr Kpodo 11:31 a.m.
    Mr Speaker, it reads:
    “give a true and fair view of the statement of comprehensive income and of the state of affairs of the company”.
    Mr Speaker 11:31 a.m.
    Why “compre- hensive income”?
    Mr Kpodo 11:31 a.m.
    I explained that “the statement of comprehensive income” seeks to declare that there is a profit or loss. So putting “profit and loss” there again amounts to tautology because it is not necessary. “Statement of comprehensive income” is the profit and loss account. You are sticking to the old terminology, but profit and loss account in the past is now what is referred to as “statement of comprehensive income”. So bringing “profit and loss” again is superfluous.
    Mr Speaker 11:31 a.m.
    Hon Chairman of the Committee, your reaction.
    Mr Effah 11:31 a.m.
    Mr Speaker, Hon Kpodo has a point. The expression “statement of comprehensive income” also refers to “profit and loss” as the case may be and so, deleting “profit or loss” would be more elegant.
    Mr Mercer 11:31 a.m.
    Mr Speaker, I am inclined to disagree with them and to say that the amendment proposed should stand because --
    Mr Speaker 11:31 a.m.
    Do you agree or disagree?
    Mr Mercer 11:31 a.m.
    Mr Speaker, I disagree.
    Mr Speaker 11:31 a.m.
    Very well, then go on.
    Mr Mercer 11:31 a.m.
    Mr Speaker, the amendment as proposed by the Hon Chairman of the Committee should stand because this seeks to extract from the report or it asks that the account indicates whether there is a profit or loss. We would want to know at first sight whether there is a profit or loss. That is not inconsistent with --
    Mr Speaker 11:31 a.m.
    Hon Members, it would look as if the important point is the profit or loss and then, for the sake of completeness or other comprehensive income --
    Mr Chireh 11:31 a.m.
    Mr Speaker, the use of “profit and loss” here is not about a statement; it is to give a fair view. In this sense, it would not be related to the comprehensive statement, no.
    “give a true and fair view of the profit or loss and other comprehensive income …”
    So it is not a statement. If it were, as he said, it would have been superfluous because we are talking about a statement of profit and loss, but we are talking about fair view of profit or loss and that is the qualifying thing we should separate. The impression being created is that once
    Mr Chireh 11:31 a.m.


    you mention “comprehensive statement”, we should not mention “profit or loss” at all, no. The opening statement says, “give a true and fair view of the profit or loss …”

    In the terminology that Hon Kpodo talked about, he would have said “profit and loss” and not “profit or loss”. In this case, we are talking about profit or loss which is a fair view we would want to see. It has nothing to do with the statement.
    Mr Kpodo 11:31 a.m.
    Mr Speaker, I do not have any problem with “profit or loss”, but “the statement of comprehensive income” is set out to determine whether there is a profit or a loss. Without that there is no need to prepare that comprehensive statement of income. That is its purpose, so, if we examine or give an opinion on the statement of comprehensive income, what are you looking for? You are trying to see whether there is a profit or a loss. So it becomes redundant if we add “profit or loss” to “statement of comprehensive income” because as I said earlier, that is its purpose.
    Mr Ahiafor 11:31 a.m.
    Mr Speaker, I would want to support the amendment proposed by Hon Kpodo. If “profit and loss” is the same as “comprehensive income”, then the use of “profit or loss” would be superfluous because, in line with international financial standards, terminologies have changed. so if “profit and loss” is now “compre- hensive income”, then I would be comfortable with the use of
    “comprehensive income” and the deletion of “profit or loss”.
    Mr Effah 11:31 a.m.
    Mr Speaker, it is International Financial Reporting Standards (IFRS) that makes this provision which Hon Kpodo has recommended. Otherwise, if we should use “profit or loss” throughout, then we should go back to “balance sheet” as Hon Muntaka said, but we have agreed that that should be “statement of financial position”. It is all provided for in the new reporting standards and Ghana has adopted
    IFRS.
    Mr Speaker, so I believe we should go for “statement of comprehensive income” to mean “profit and loss account” as we used to know it and also “statement of financial position” to represent “balance sheet” as we used to know it. I support Hon Kpodo's amend- ment.
    Mr Speaker 11:31 a.m.
    Would you make a rendition then, either by your good self or Hon Kpodo for the Hon Chairman's consumption?
    Mr Kpodo 11:31 a.m.
    Mr Speaker, it would read:
    “The consolidated financial statements shall
    (a) give a true and fair view of the statement of compre- hensive income and of the state of affairs of the company …”
    Mr Speaker, if you look at clause 131(4), all of those five items can only be split into two. One has to do with income and expenditure and the other has to do with the state of the finances of the company.
    So if we read 5(a), we would see that we are looking at the true and fair view to be expressed by the auditor on the income and on the statement of affairs of the company. If we bring in ‘profit or loss' again, it is like we are just repeating ourselves.
    Mr Speaker 11:31 a.m.
    Hon Chairman, would you adopt the rendition?
    Mr Mercer 11:31 a.m.
    Mr Speaker, I tend to, and hold the views, as was expressed by Hon Yieleh Chireh, that this provision does not necessarily relate to the comprehensive statement. It wants the accounts to disclose a fair view of the profitability of the company; whether it is making profit or loss, not necessarily the statement of comprehensive income. [Pause] -- Very well, Mr Speaker, I would rather we stand it down so that we could deliberate further on this to see whether we could come to some consensus going forward.
    Mr Speaker 11:31 a.m.
    Thank you.
    Item xv (a) is hereby stood down accordingly.
    Hon Chairman of the Com- mittee?
    Mr Mercer 11:41 a.m.
    Mr Speaker, I beg to move, clause 131, subclause (10), line 4, after “loss” insert “and other comprehensive income”.
    So that the new rendition would be:
    “The Registrar may, on the application or with the consent of the company's directors, modify in relation to that company, any of the require- ments in Part Three of the Sixth Schedule for the purpose of adapting them to the circum- stances of the company; but a modification shall not derogate from the obligation imposed by subsection (5) to give a true and fair view of the profit or loss and other comprehensive income and the state of affairs of the company and the subsidiaries as a whole, in so far as it concerns the interest of the company.”
    Question put and amendment agreed to.
    Mr Speaker 11:41 a.m.
    Item numbered xvii, Hon Chairman of the Committee.
    Mr Mercer 11:41 a.m.
    Mr Speaker, I beg to move, clause 131, subclause (10), line 4, after “loss” insert “and other comprehensive income”.
    So that the new rendition would be:
    “Where a financial year of a subsidiary does not coincide with that of the holding company, the consolidated
    Mr Speaker 11:41 a.m.
    Hon Yieleh Chireh?
    Mr Chireh 11:41 a.m.
    Mr Speaker, we could see that in this amendment again, the ‘profit or loss' has come and yet we are inserting ‘other comprehensive income'. That is why I said that the other was not talking about statement; it was talking about ‘profit or loss' and ‘fair view'. So they should not have — We accepted this amendment, it means we should accept the earlier one that was being made.
    Mr Speaker 11:41 a.m.
    Very well.
    Question put and amendment agreed to.
    Mr Speaker 11:41 a.m.
    Hon Members, upon what Hon Yieleh Chireh said, we may, at least consider for another moment, item (xv). Hon Members, is that not so? We may reconsider (xv) at this moment.
    Mr Ahiafor 11:41 a.m.
    Mr Speaker, we have to reconsider it in view of the amendment being carried out. So consequentially, it would affect that one too.
    So you have to put the Question—
    Mr Speaker 11:41 a.m.
    And your view point is that?
    Mr Ahiafor 11:41 a.m.
    Mr Speaker, my viewpoint is that we should put the Question on it because having carried out this amendment, it would affect that one consequentially because over here too, we are talking about ‘profit or loss' and ‘other comprehensive income'.
    Mr Chireh 11:41 a.m.
    Mr Speaker, I first said that once we adopt this it means we have to go back and take a vote on this one as a consequential matter.
    Mr Speaker 11:41 a.m.
    I would put the Question then.
    Question put and amendment agreed to.
    Clause 131 as amended, ordered to stand part of the Bill.
    Clause 132?
    Clause 132 -- Particulars of directors' emoluments and pensions.
    Mr Speaker 11:41 a.m.
    Yes, Hon Chairman of the Committee?
    Mr Mercer 11:41 a.m.
    Mr Speaker, I beg to move, clause 132, subclause (1), redraft as follows:
    “(1) There shall be shown in accordance with this section, in a note to the financial statements of a company, the following information as it is contained in the accounting records of the
    company, or the company has obtained the information from the persons concerned or has the right to obtain it under section 134, namely --
    (a) the individual and aggregate amounts of the emoluments of the directors,
    (b) the individual and aggregate amounts of the pensions of the directors or past directors,
    (c) the individual and aggregate amounts of emoluments of the directors or past directors in respect of loss of office.”
    Mr Agbodza 11:41 a.m.
    Mr Speaker, I just would like the Hon Chairman to explain to me, where he says in (c): “the individual and aggregate amounts of emoluments of the directors or past directors in respect of loss of office.” For how long; if someone is no longer a director in a company and one wants this information? If a company is a hundred years old, where should one stop in terms of providing this information?
    Mr Mercer 11:41 a.m.
    Mr Speaker, to the extent that the returns require the company to provide of past directors— simpliciter. -[Pause]- it is an annual return so the expectation would be that it would be the year
    that those directors who were in office may have lost office.
    Mr Speaker, effectively, it is the financial year of the company that we are making reference to here.
    Mr Speaker 11:41 a.m.
    Hon Member for Adaklu, do you find that—
    rose
    Mr Speaker 11:41 a.m.
    Yes, Hon Yieleh Chireh?
    Mr Chireh 11:51 a.m.
    Mr Speaker, his concern is about how long ago a director who has left office - It is all part of the statement. The standards will give a minimum period that the information would be available.
    In any case, there is always that information in the archives, if necessary. But this pertains to statements relating to a current situation. So it should not be beyond a certain period. That is the understanding of the standards.
    Mr Speaker 11:51 a.m.
    Very well. Duly explained.
    Question put and amendment agreed to.
    Clause 132 as amended ordered to stand part of the Bill.
    Mr Speaker 11:51 a.m.
    Clause 133?
    Clause 133 -- Particulars of amounts due from officers
    Mr Mercer 11:51 a.m.
    Mr Speaker, I beg to move, clause 133, subclause (1), redraft the opening phrase and paragraph (a) as follows:
    “(1) Subject to this section, there shall be separately shown in a note to the financial statements of a company, the following:
    (a) the individual and aggre- gate amounts of money due to the company or an associated company at the end of the financial year of the company from an officer of the company or of an associated company; and”
    Question put and amendment agreed to.
    Mr Mercer 11:51 a.m.
    Mr Speaker, I beg to move, clause 133, subclause (3), paragraph (a), line 4, delete “within three months from the day of the transaction” and insert “as and when the payment is due”.
    So that the new rendition would read:
    “Despite subsections (1) and (2), the following do not require to be separately shown:
    (a) an indebtedness recurred as a result of transaction in the ordinary course of business by the company or an associated company unless
    the indebtedness has not been discharged as and when payment is due.”
    Question put and amendment agreed to.
    Mr Mercer 11:51 a.m.
    Mr Speaker, I beg to move, clause 133, subclause (3), paragraph (c), line 3, delete “Ghana cedis” and insert “currency points” So that the new rendition would read:
    “…a loan made by the company or an associated company to an officer of the company or associated if the loan does not exceed five thousand currency points or two per cent of the stated capital of the company concerned, whichever is less, and is certified by the directors of the company concerned to have been made in accordance with a practice adopted, or about to be adopted, by that company with respect to loans those employees.”
    Mr Chireh 11:51 a.m.
    Mr Speaker, we are just replacing “Ghana cedis” with “currency points”, it is an amount equivalent to one Ghana cedi. But it would change if we give it a different value. That is the only amendment.
    Mr Speaker 11:51 a.m.
    So you are agreeable.
    Question put and amendment agreed to.
    Mr Mercer 12:01 p.m.
    Mr Speaker, I beg to move, clause 133, subclause (5), line 1, delete “References” and insert “A reference” and also delete “include” and insert “includes” and further in line 2, delete “a reference to”.
    So that the new rendition would read:
    “A reference in this section to an associated company includes a reference to a company which is an associated company at the end of the company's financial year, whether or not an associated company at the date of the transaction concerned.”
    Question put and amendment agreed to.
    Mr Ahiafor 12:01 p.m.
    Mr Speaker, before you put the Question on the entire clause, there is a consequential amendment in clause 133 (1) (b).
    Mr Speaker, we amended clause 133(1)(a) to read 12:01 p.m.
    “…aggregate amount of money…”
    But paragraph (b) remains:
    “…the maximum amount of the sums of money…”
    Meanwhile, the sums of money, as in the original rendition in paragraph (a) has been amended. So there should be consequential amendment
    to delete “…the sums of money…” So that the new rendition would read:
    “…the maximum amount of money due to the company and an associated company at any time during the company's financial year from any officer of the company or of an associated company.”
    Mr Speaker 12:01 p.m.
    Hon acting Chair- man, I am sure you have no difficulty?
    Mr Mercer 12:01 p.m.
    Mr Speaker, that is so.
    Question put and amendment agreed to.
    Clause 133 as amended ordered to stand part of the Bill.
    Clause 134 -- Provisions supple- mental to sections 127 to 133
    Mr Mercer 12:01 p.m.
    Mr Speaker, I beg to move, clause 134, subclause (2), lines 1, 3 and 4, before “income” insert “comprehensive” and in line 5, before the first occurrence of “income” insert “comprehensive” and also after “consolidated” insert “comprehensive”.
    Mr Speaker, the new rendition would read 12:01 p.m.
    “A reference in this Act to a statement of comprehensive income of a company limited by guarantee or any other company not trading for profit shall be construed as a reference to its statement of comprehensive
    Mr Kpodo 12:01 p.m.
    Mr Speaker, we are still referring to the provisions of the old law and those terminologies which we are used to. That is why some of the clauses seemed to be confusing. For instance, when we talk about “comprehensive statement of income”, there is no need to bring expenditure. It is not necessary because the comprehensive state- ment is made up of income and expenditure, and the target is to determine net loss or net income. That is it.
    So the emphasis is on the net. So why do we bring “comprehensive statement of income and expen- diture”? It confuses the whole rendition of the law. If we want to be simple here for everyone to understand, then it should read:
    “A reference in this Act to a statement of comprehensive income of company limited by guarantee or any other company not trading for profit shall be construed as a reference to its statement of comprehensive income.”
    Mr Speaker, the other leg would be the state of affairs. But if we continue bringing all those things

    which are already contained in that particular statement, it confuses the whole rendition.
    Mr Speaker 12:01 p.m.
    Hon Acting Chairman, shall we end at compre- hensive income so that we shall not continue mixing old wine with new wine?
    Mr Kpodo 12:01 p.m.
    Yes, Mr Speaker, that is it.
    Mr Speaker 12:01 p.m.
    I can see. I get you very well and I want the Hon acting Chairman to respond so that we proceed. It is just a matter of not appearing to be mixing up our old regime with what we ourselves now say is the modern global trend.
    Hon Member, is that not the issue?
    Mr Kpodo 12:01 p.m.
    Yes, Mr Speaker.
    Mr Speaker 12:01 p.m.
    Very well.
    Mr Abban 12:01 p.m.
    Mr Speaker, I think Hon Kpodo is right in this sense. This is because if we look at Act 179, at that time, we had income and expenditure but now that we used “comprehensive income statement” it covers both the receipts and the expenditures. So I think we can end it at that point and delete the rest.
    Mr Speaker 12:01 p.m.
    Thank you. And in all parts of this Bill, “comprehensive income statement” should capture the old rendition.
    Question put and amendment agreed to.
    12. 11 p. m.
    Mr Mercer 12:01 p.m.
    Mr Speaker, I beg to move, clause 134, subclause (3), line 6, before “more” insert “not”.
    Mr Speaker, the new rendition should read 12:01 p.m.
    “Where a person, who is a director of a company, fails to take reasonable steps necessary to secure compliance with sections 127 to 133, that person commits an offence and is in respect of each offence liable on a summary conviction to a fine of not less than two hundred and fifty penalty units and not more than five hundred penalty units or to a term of imprisonment of not less than one year and not more than two years or to both the fine and imprisonment.”
    Mr Speaker 12:01 p.m.
    We are only inserting “not” before “more”, which is the normal statement. “Penalty of not more than…” consistently.
    Hon Kpodo, are we clear on that?
    Mr Kpodo 12:01 p.m.
    Mr Speaker, I was just checking from my Hon Colleague whether the years of imprisonment correspond to the penalty units. This is because the Attorney-General's Department has a corresponding number of penalty units against the number of years or period of imprisonment. But he has not given me an answer yet. So maybe, the Hon acting Chairman could answer that.
    Mr Speaker 12:01 p.m.
    Very well. We would adopt that and ask the draftsperson to check on the corresponding penalty units, which is just a matter of simple records.
    Mr Kpodo 12:01 p.m.
    Rightly so, Mr Speaker.
    Mr Abban 12:01 p.m.
    Mr Speaker, with all due respect, before you put the Question, clause 134, the amendment that we did --
    Mr Speaker 12:01 p.m.
    Are you talking about the same matter on item numbered xxiv?
    Mr Abban 12:01 p.m.
    No, Mr Speaker, item numbered xxxv.
    Mr Speaker 12:01 p.m.
    No, let us finish with item numbered 14(xxiv). Hon Member, I hope that you are with me. We are on item numbered 14(xxiv) and I want to put the Question on it, then you can perhaps add.
    Question put and amendment agreed to.
    Mr Speaker 12:01 p.m.
    The draftsperson should check and reconcile the matter of penalty units.
    Hon Kpodo, we are making progress, is that not so?
    Mr Kpodo 12:01 p.m.
    Mr Speaker, rightly so.
    Mr Speaker 12:01 p.m.
    Hon Member, you may now --
    Mr Abban 12:01 p.m.
    Mr Speaker, before you put the Question on the entire clause 134, I would like to bring us back to clause 134 (2). Just so we are all on the same page, it means that the clause would end at “its statement of income” in line 3 and lines 4 and 5 would then be deleted.
    Mr Speaker 12:01 p.m.
    If you have it right, that is what they are saying.
    Mr Mercer 12:01 p.m.
    Mr Speaker, I do not have any objection to the amendment proposed by the substantive Hon Vice Chairman of the Committee.
    Question put and amendment agreed to.
    Mr Speaker 12:01 p.m.
    That brings a lot of clarity and certainty.
    Clause 134 as amended ordered to stand part of the Bill.
    Clause 135 -- Signing and publication of financial statements
    Mr Mercer 12:01 p.m.
    Mr Speaker, I beg to move, clause 135, subclause (1), redraft the opening phrase and paragraph (a) as follows:
    “(1) A company shall not issue, publish or circulate a copy of the financial statements unless
    (a) the company attaches to the financial statements, reports of the directors and auditors respectively, as required under sections 136 and 137; and
    Mr Speaker 12:01 p.m.
    That is simply a matter of redrafting.
    Question put and amendment agreed to.
    Mr Speaker 12:01 p.m.
    Further amendment on clause 135, item numbered 14 (xxvi) --
    Mr Mercer 12:01 p.m.
    Mr Speaker, I beg to move, clause 135 - subclause (1), paragraph (b), line 1, before “financial” insert “comprehensive”.
    The new rendition would read:
    “the comprehensive financial statements have been approved by the board of directors and, after approval, signed on their behalf by two directors”.
    Mr Kpodo 12:01 p.m.
    Mr Speaker, I would want the Hon acting Chairman to explain what he means by comprehensive financial statement.
    Mr Mercer 12:01 p.m.
    Mr Speaker, I tend to agree with Hon Kpodo. I think that “consolidated” should be the word inserted rather than “comprehen- sive”.
    Mr Kpodo 12:01 p.m.
    Mr Speaker, that is the line in which I was thinking. If he is talking about the group account, then “consolidated” would rather be more appropriate in front of “financial”. But if it is just one of the statements and it is not relevant to a group, then he can just say “the financial statements”.
    This is because all the statements issued and signed by the Auditor, comprise the statement. So there is no need to put comprehensive there. However, if he is referring to a group, then the appropriate words there would be “consolidated financial statement”.
    Mr Mercer 12:01 p.m.
    Mr Speaker, I would abandon the amendment, that is to say I agree with him.
    Mr Speaker 12:01 p.m.
    But he gave you an “if”, Hon Kpodo, is that not so?
    Mr Mercer 12:01 p.m.
    Yes, Mr Speaker. Our provision does not deal with consolidated accounts, so it cannot be the case that the intention is to insert --
    Mr Speaker 12:01 p.m.
    So in line with what Hon Kpodo has said, what would be your final rendition for us?
    Mr Mercer 12:01 p.m.
    We would abandon the proposed amendment and keep the original text that:
    “the financial statements have been approved by the board of directors and, after approval, signed on their behalf by two directors.”
    Mr Speaker 12:01 p.m.
    So the proposed amendment is abandoned?
    Mr Mercer 12:01 p.m.
    That is so Mr Speaker.
    Mr Chireh 12:01 p.m.
    If we are talking about clause 135 (b):
    “the financial statements have been approved by the board of directors and, after approval, signed on their behalf by two directors.”
    The “if” he put in, are we saying that we are talking about two subsidiaries or a company and a subsidiary? We are only talking about one company here, so the “comprehensive” that was initially proposed as the amendment should be the one that stands and not “consolidated” as you are trying to say. The “if” we put there was that if they were dealing with two, either a company and its subsidiaries, a group account, that is where we would use “consolidated”. Here, we are talking about the company, so I think it should rather be what was originally proposed, that is “comprehensive”.
    Mr Kpodo 12:01 p.m.
    Mr Speaker, clause 135 talks about a company and does not refer to a group. So when you read 135(a), it refers to “the company” and therefore, clause 135 (b) should just be “the financial statement”. This is because reference was not made to subsidiaries, all consolidated into a group company. So the financial statement as a statement is appropriate and we do not need to vary it at all.
    Mr Speaker 12:01 p.m.
    Hon Chireh, I believe we can easily come to an understanding on this matter.
    Mr Mercer 12:01 p.m.
    Mr Speaker, as I indicated, I tend to agree with Hon Kpodo, that the insertion of “comprehensive” may not be warranted, so we are abandoning the proposed amendment.
    Mr Speaker 12:01 p.m.
    A financial statement is a financial statement, is that not so? The acting Chairman begs to abandon the proposed amendment.
    Mr Speaker 12:01 p.m.
    Item numbered 14 (xxvii), Hon acting Chairman.
    Mr Mercer 12:01 p.m.
    Mr Speaker, I beg to move, clause 135, subclause (2), paragraphs (a) and (b), delete and insert the following:
    “(a) a fair and accurate summary of the financial statements and report of the auditors on the financial statements after the financial statements have been approved, and signed on behalf of the board of directors; and
    (b) a fair and accurate summary of the profit or loss and other comprehensive income statements for part of the financial year of the company.”
    Question put and amendment agreed to.
    Mr Speaker 12:01 p.m.
    Hon Members, there is a last proposed amendment on clause 135.
    Mr Mercer 12:01 p.m.
    Mr Speaker, I beg to move, clause 135 --subclause (3), line 2, delete “a”.
    Mr Speaker, the new rendition would read 12:01 p.m.
    “In the event of a breach of subsection (1), the company and every officer of the company that is in default is liable to pay to the Registrar an administrative penalty of one hundred and fifty penalty units.”
    Question put and amendment agreed to.
    Mr Abban — rose --
    Mr Abban 12:01 p.m.
    Mr Speaker, with due respect, subclause 2, line 3, we have the words, “and the auditors' report on that…” — [Interruption.]
    Very well.
    Mr Speaker, the Question can be put.
    Mr Speaker 12:01 p.m.
    Very well.
    Clause 135 as amended ordered to stand part of the Bill.
    Clause 136 — Director's report.
    Mr Mercer 12:01 p.m.
    Mr Speaker, I beg to move, clause 136, subclause (1), opening phrase, line 2, at end, add
    “the” and delete “the” at the beginning of paragraphs (b) and (d), and further in line 4 of paragraph (a), delete “they recommended shall” and insert “the directors recommend to”.
    Mr Speaker, the new rendition would now read 12:01 p.m.
    “(1) The report of the directors referred to in paragraph (b) of subsection (1) of section 128, shall consist of a report on the
    (a) details on the state of the company's affairs and, if the company is a holding company, on the state of affairs of the company and its subsidiaries as a group, and the amount of money which the directors recommend to be paid by way of dividend,”
    (b) particulars of entries in the interests register during the financial year,
    (c) the total amount of donations made by the company and any subsidiary during the financial year; and
    (d) amount payable by way of audit fees.”
    Mr Amoatey 12:01 p.m.
    Mr Speaker, I believe the amendment proposed by the Hon Chairman to delete the definite article “the” in subclause (1) (b) and (d) equally affects (c).
    Mr Speaker 12:01 p.m.
    Hon Chairman, so how do you reconcile the two?
    Mr Mercer 12:01 p.m.
    Mr Speaker, I agree with my learned senior Colleague on the other Side, and so I would propose that we delete “the” in subclause 1(c) as well so that the definite article “the” in the opening phrases of subclause (b), (c) and (d) should all be deleted. — [Pause]
    Mr Speaker 12:01 p.m.
    Hon Chairman that would change the next amendment.
    Mr Chireh 12:01 p.m.
    Mr Speaker, the Hon Chairman added “the” at the end of the opening phrase. Consequently, where we have “the” at the beginning of all paragraphs, it should be deleted. It makes it more elegant. It saves us from repeating “the” all the time. So what my Hon Colleague is saying is that we have to delete each of the “the” at the beginning of each paragraph in clause 136 subclause (1) and it is in order.
    Mr Amoatey 12:01 p.m.
    Mr Speaker, I seek your leave to withdraw my proposed amendment because I see that the next item on the Order Paper affects subclause (1) paragraph (c).
    Mr Speaker 12:01 p.m.
    That is so.
    Mr Mercer 12:01 p.m.
    Mr Speaker, since the proposed amendment has been withdrawn, I guess that we would leave it at the rendition that I proposed, so that when we take the next proposed amendment, that would cater for whatever correction that would be occasioned by his suggestion.
    Mr Chireh 12:31 p.m.
    Mr Speaker, I think that in this particular case, we should do a comprehensive amend- ment because the acting Hon Chairman cannot amend, leave it and come back again and amend. So what he should have done is to say that having removed the “the” upwards, then paragraph (c) itself should be amended, so that we do one at the same time. It is not that after we have approved paragraph (c) in the amendment, he would now come back and say that we are changing it.
    So the acting Hon Chairman could move both the removal of the “the” and also change paragraph (c), so that paragraph (c) would now read “the corporate and social…” so that we take the amendment once and for all. If we approve as he is indicating, it means we would have included “the” and that is why this amendment could have been correct. We cannot move “the” and leave it there with “the” again.
    Mr Speaker, I would want the acting Chairman to say that in the case of paragraph (c), we delete what is in paragraph (c) and put “the” before the “corporate and social respon- sibility …”
    Mr Speaker 12:31 p.m.
    So that it would be a matter of putting item numbered (xxix) and item numbered (xxx) together and move one amendment comprehensive of all.
    Mr Mercer 12:31 p.m.
    Mr Speaker, in that case I will take --
    Mr Speaker 12:31 p.m.
    No, you would only have to state it because it has been duly stated enough.
    Hon Members, is that not correct? He would have to put the two amendments together in terms of paragraph (c) and then have all covered. The idea is that you would not do one and then come back and start to revisit the other -- that is all.
    Mr Mercer 12:31 p.m.
    Mr Speaker, in that case, we propose to put the amendment proposed in item numbered (xxx) together with that of item numbered (xxix).
    Mr Speaker, so I beg to move that clause 136, subclause (1), paragraph (c), delete and insert the following:
    “corporate social responsibility of the company and a subsidiary and the amounts spent during the financial year”.
    Mr Speaker 12:31 p.m.
    Hon Members, that brings clarity.
    Hon Kpodo?
    Mr Kpodo 12:31 p.m.
    Mr Speaker, I would want to propose a small amendment to “corporate social responsibility of the company”. It is not all activities which the company describes as CSR that are allowable expenses. So if we just ask the company to give a total amount without setting out the details, they may not be able to determine those which are allowable and those which are not allowable. So I would want to propose that we add “details
    of” to “corporate social responsibility of the company”. So it would read: “details of corporate social responsibility of the company”; in that case, the auditors or accountants --
    Mr Speaker 12:31 p.m.
    Very well.
    So “corporate social respon- sibility” should be preceded by “details of” so as to bring clarity and for that matter, to distinguish the areas allowable for tax purposes et cetera.
    Mr Mercer 12:31 p.m.
    Mr Speaker, we are not opposed to that.
    Mr Amoatey 12:31 p.m.
    Mr Speaker, with respect, I disagree with my Hon Colleague for Ho Central in the sense that when you are looking into the statement of accounts, the details of allowable items would be spelt out there. This is a report and if we are allowing details to be placed in the report, I think the report will be unwieldy. So I propose that the Hon acting Chairman's amendment be adopted.
    Mr Richard Acheampong 12:31 p.m.
    Mr Speaker, I rise to support the proposed amendment made by my good Friend, because if you would want to know the details --
    Mr Speaker 12:31 p.m.
    Which one of them is your good Friend?
    Mr Richard Acheampong 12:31 p.m.
    Mr Speaker, it is Hon Amoatey. [Laughter]
    Mr Speaker 12:31 p.m.
    You have two Colleagues obviously disagreeing -
    Mr Richard Acheampong 12:31 p.m.
    Mr Speaker, Hon Kpodo is my father. [Laughter]
    Mr Speaker, if you would want to know the details, we call something the long form report. The long form report would give you the details and we do not need to attach the details to the report.
    Mr Speaker, the proposed amendment by the acting Chairman should stand, so that the long form report will give the detailed allowable corporate responsibility activities. A person can get the long form report to peruse and make the appropriate recommendation; this is just the report that the auditors would publish.
    Mr Speaker 12:31 p.m.
    Hon Member, I thank you very much.
    Otherwise, every detail to some innocuous secondary school, society and club would all come into that and make it rather amorphous.
    Question put and amendment agreed to.
    Mr Speaker 12:31 p.m.
    With regard to clause 136, item numbered (xxix) and item numbered (xxx), there is a further amendment in clause 136, item numbered (xxxi). Hon acting Chairman of the Committee?
    Mr Mercer 12:31 p.m.
    Mr Speaker, I beg to move, clause 136, subclause (1), add the following new paragraph:
    Mr Richard Acheampong 12:31 p.m.
    Mr Speaker, if the acting Hon Chairman will do a further explanation why he would want to indicate the kind of detailed training of directors in the report. This is because we know with corporate governance, there are criteria that one has to follow to qualify to be a director. But if we want to legislate on the kind of training and refresher course, I see it to be superfluous, unless he can convince me why he would want to have this in the law.
    Mr Mercer 12:31 p.m.
    Mr Speaker, I do not think that legislating a requirement for directors to build their capacities is superfluous. It only goes to show transparency and the need for us to ensure that everybody knows that these directors -- there is no strict criteria for qualification of directors. Anybody who is 18 years and above, I believe, can be appointed as a director.
    Mr Speaker, necessarily, give us some capacity building measures that the company has put in place to ensure that anybody who is appointed a director actually has what it takes to discharge his obligations.
    Mr Speaker 12:31 p.m.
    Hon Members, recent events indicate -- [Interrup- tion] it seems Hon Yieleh Chireh seems to have gotten me right from the word ‘go'.
    So this is more of a protective measure for directors not to come and tell us that they do not know anything about what is happening and appear to be justifying themselves in so saying. They are saying we would want you to know and we would want you to tell us how you are developing the capacity and I judge you thereby.
    Mr Chireh 12:41 p.m.
    Mr Speaker, I did not want you to get into the debate but with the recent events that we have seen, one may qualify to be a director but in a company that one has very little knowledge about; their operations, professionalism, et cetera.
    Almost all institutions, including the directors need continuous profes- sional development. When one becomes a director, he or she needs to build capacity in what his or her duties are. If it is in the financial sector, the Bank of Ghana has directives on how they could enhance their understanding. It is not all directors who can even appreciate statements that have been provided at board
    meetings, so this is very important and we need to legislate it. The amend- ment is in order.
    Mr Kpodo 12:41 p.m.
    Mr Speaker, I would want to call upon my Hon son to withdraw his proposal to delete that from the law. These days, whether right or wrong, for political reasons, we appoint people with diverse backgrounds to Boards. Where Boards have to take responsibility for technical supervision of activities, the person's capacity must be built up so that, at least, he or she would understand the nuances of the company which Board he or she is a member of.
    Mr Speaker, if we gloss over it, they may not do anything but since it would be in the law, the company would be compelled to take positive actions that would build the capacity of Board members, so he should call for a withdrawal of his amendment proposed.
    Mr Speaker 12:41 p.m.
    Hon Member, he does not need to call for a withdrawal. It could be abandoned.
    Mr Richard Acheampong 12:41 p.m.
    Mr Speaker, I sought for an explanation; I did not propose any amendment. [Laughter]
    Mr Speaker 12:41 p.m.
    Hon Member, really, your good Friend is out of order by asking you to withdraw that which does not exist. [Laughter] He has not called for an amendment.
    Question put and amendment agreed to.
    Mr Speaker 12:41 p.m.
    The last item on clause 136; (xxxii).
    Hon Chairman of the Committee?
    Mr Mercer 12:41 p.m.
    Mr Speaker, I beg to move, clause 136 (2), line 5, before “member” insert “a”. The new rendition would be:
    “The report shall deal, so far as is material for the appreciation of the state of the company's affairs, with any change during the financial year in the nature of the business of the company or of the company's associated companies, or in the classes of businesses in which a company has an interest, whether as a member of another company or otherwise.”
    Question put and amendment agreed to.
    Clause 136 as amended ordered to stand part of the Bill.
    Clause 137 -- Auditor's report
    Mr Mercer 12:41 p.m.
    Mr Speaker, I beg to move, clause 137(1), paragraph (a), subparagraphs (i) and (ii) delete and insert the following:
    “(i) the accounting records of the company, and (ii) financial statements of the company as listed in subsection (5) of section 127 and the consolidated financial statements to be sent to
    Mr Speaker 12:41 p.m.
    Hon Members, essentially, this is to bring clarity. [Interruption.] --
    Mr Kpodo 12:41 p.m.
    Mr Speaker, we can still retain “books of account” even as we allude to the “accounting records”. There are major books which a business entity is expected to keep, like the cashbook, sales book, purchases book, et cetera. They are books which must be kept by the company. Of course, there are other records like receipts and invoices but those are major books which must be kept.
    Mr Speaker, I think we should not abandon “books of account”. We should include it in addition to the other records.
    Mr Bernard Ahiafor 12:41 p.m.
    Mr Speaker, all the books that he mentioned are what we refer to as, “accounting records”. If we use, “accounting records” it would encompass receipts, returns and every book that would have to be kept. So the use of “accounting records” has already taken care of all that he mentioned. It is a record unless he is telling the House that keeping those things are not keeping records.
    Mr Speaker 12:41 p.m.
    Hon Members, the use of accounting records is all embracing.
    Mr Chireh 12:51 p.m.
    Mr Speaker, being an accountant of the old tradition -- [Laughter] -- he does not want to depart from what he is used to, but if he reads the IFRS, this captures everything. Anything that is in the book form is a record. So there is no reason we should still add “books of account”. They are all records but if he is talking about public bodies, that is where he could insist on “books of account” as captured in our Consti- tution but not private companies.
    Mr Kpodo 12:51 p.m.
    Mr Speaker, I was on a point of order. My Hon Colleague said I belong to the old system. I want him informed that I have my Continuing Professional Development (CPD) adequate and I am in good standing. He rather does not appreciate the current terminologies, so, I am very current. [Laughter]
    Mr Speaker 12:51 p.m.
    Hon Member, it is a pride to belong to the old stock -- [Laughter] -- We have pride of ancestry.
    Mr Richard Acheampong 12:51 p.m.
    Mr Speaker, I would want to support the amendment proposed by the Hon Chairman of the Committee because they lifted clause 137(1) (i) and (ii) from the Companies Code 1963 (Act
    179).
    So now that we are talking about the IFRS, I think that the amendment should stand, so that the accounting records of the company will take care
    of any records of the company. We do not need to be mentioning petty cash book, balance sheet and so on. As soon as one mentions the accounting records, if an auditor comes to the company and requires any records, he or she needs to be produced with that. So the accounting record should stand, so that it will encompass every other document that the auditor may need from the company.
    Mr Speaker 12:51 p.m.
    I agree.
    Question put and amendment agreed to.
    Mr Speaker 12:51 p.m.
    Hon Chairman, any further amendment to clause 137?
    Mr Mercer 12:51 p.m.
    Mr Speaker, I beg to move clause 137, subclause (2) line 3, delete “finance statements” and insert “accounts”.
    Mr Speaker the new rendition would be 12:51 p.m.
    “Where, in the case of the financial statements, any of the particulars required to be shown under sections 132 and 133 are not shown, the report, in addition to stating the account do not give the information required by this Act, shall contain a statement giving the required particulars so far as the auditors are reasonably able to do so”.
    Question put and amendment agreed to.
    Mr Speaker 12:51 p.m.
    Hon Chairman, the last amendment.
    Mr Mercer 12:51 p.m.
    Mr Speaker, I beg to move, clause 137, subclause (3), line 5, delete “the finance” and insert “those”.
    Mr Speaker, the new rendition would be 12:51 p.m.
    “The audit of the financial statements shall, in the case of a public or private company be carried out in compliance with international standards on auditing adopted by the Institute of Chartered Accountants, Ghana and it shall be sufficient if the auditor's report complies with those standards and accords with terminology approved by the Institute of Chartered Accountants, Ghana.”
    Question put and amendment agreed to.
    Mr Mercer 12:51 p.m.
    Mr Speaker, I beg to move, clause 137, subclause (4), line 1, delete “to” and insert “for”.
    Mr Speaker, the new rendition will read 12:51 p.m.
    “The report shall be open for inspection by a member or debenture holder of the company at the registered office of the company during usual business hours and shall be read at an annual general meeting of the company held within three
    Mr Speaker, the new rendition will read 12:51 p.m.


    months after it is sent to members and debenture holders in accordance with section 128”.

    Question put and amendment agreed to.

    Clause 137 as amended ordered to stand part of the Bill.

    Clause 138 -- Qualification of auditors
    Mr Mercer 12:51 p.m.
    Mr Speaker, I beg to move, clause 138, headnote, delete “auditor” and insert “an auditor”.
    Mr Speaker, it would read; “Qualification of an auditor”.
    Mr Speaker 12:51 p.m.
    Mr Speaker, that is very clear enough.
    Question put and amendment agreed to.
    Mr Mercer 12:51 p.m.
    Mr Speaker, I beg to move, clause 138, subclause (2), opening phrase, line 1, before “auditor” insert “an” and do same wherever “auditor” appears in the clause unless the context otherwise determines.
    Mr Speaker, so it will read 12:51 p.m.
    “A person qualified for appoint- ment as an auditor, if that person is…”
    Mr Speaker 12:51 p.m.
    Actually, it flows.
    Yes, Hon Kpodo?
    Mr Kpodo 12:51 p.m.
    Mr Speaker, I believe that the original rendition is appropriate. “A person is disqualified for appointment as auditor,…” rather than “…an auditor”.
    The auditor is a position and it has nothing to do with the numbers -- [Interruption.] -- This is because the auditor's position in a company does not refer to numbers. We could appoint two auditors for a company; one will do first auditing and the second would go in for review. Some banks have it like that.
    Mr Ahiafor 12:51 p.m.
    Mr Speaker, thank you for giving me the opportunity.
    If you look at it from the headnote, “Qualification of auditors” and then subclause (2) says; “A person is disqualified for appointment as an auditor” --
    Mr Speaker, we are not talking about appointment to the office of an auditor, but we are referring to the person. So once we are talking about a person being disqualified from appointment and we ask what kind of appointment, we would say, disqualification from appointment as an auditor. So we cannot take “an” out and leave it as “appointment as auditor”.
    Mr Speaker 12:51 p.m.
    One is appointed as an auditor.
    Question put amendment agreed to.
    Mr Mercer 1:01 p.m.
    Mr Speaker, I beg to move, clause 138, subclause (3), line 3, before “secretary” insert “a”.
    Mr Speaker, the new rendition will read 1:01 p.m.
    “Paragraph (b) of subsection (2) does not disqualify a person from being appointed as auditor by reason only of the fact that that person is a partner or in the employment of a person acting as a secretary of the company or of an associated company”.
    Mr Speaker 1:01 p.m.
    Thank you very much. It is straight forward. I would put the Question.
    Question put and amendment agreed to.
    Mr Mercer 1:01 p.m.
    Mr Speaker, I beg to move clause 138, subclause (4), line 1, delete “on cause being shown, by” and insert “subject to a” and in line 3, delete “private”.
    Mr Speaker, the new rendition will read 1:01 p.m.
    “The Registrar, may, subject to a Legislative Instrument disqualify a person otherwise qualified from acting as auditor of a company, and may at any time remove that disqualification.”
    Question put and amendment agreed to
    Clause 138 as amended ordered to stand part of the Bill.
    Clause 139 -- Appointment of auditors
    Mr Speaker 1:01 p.m.
    Mr Speaker, I beg to move, clause 139, headnote, delete “auditors” and insert “auditor”.
    Mr Speaker, the new rendition would read 1:01 p.m.
    “Appointment of auditor”.
    Mr Speaker 1:01 p.m.
    Hon Yieleh Chireh?
    Mr Chireh 1:01 p.m.
    Mr Speaker, the Hon Chairman urged us to add “an auditor”, but now he is dropping that altogether. It should be consequential.
    The Hon Vice Chairman was getting up; maybe, he wanted the correct Hon Acting Chairman.
    Mr Abban 1:01 p.m.
    Mr Speaker, I think Hon Chireh has already stated it. We have already made the amendment --
    Mr Speaker 1:01 p.m.
    The acting Hon Chairman is behind time.
    Hon Yieleh Chireh, is that not correct? We have gone very modern here, and we do not want to mix up the ancient and the modern.
    Acting Hon Chairman?
    Mr Mercer 1:01 p.m.
    Mr Speaker, it is interesting how you put the qualification; acting Hon Chairman. [Laughter.] Right from the
    Mr Speaker 1:01 p.m.
    So is the proposed amendment abandoned?
    Mr Abban 1:01 p.m.
    No, Mr Speaker. It is just to add the indefinite article “an” to “auditor”.
    Mr Speaker 1:01 p.m.
    Very well, I would put the Question.
    Question put and amendment agreed to.
    Mr Mercer 1:01 p.m.
    Mr Speaker, I beg to move, clause 139, subclause (5), closing phrase after paragraph (c), line 2, delete “or auditors”
    The new rendition would be:
    “(c) an ordinary resolution is duly passed at an annual general meeting in accor- dance with section 141, removing that auditor from office or appointing any other person in place of that auditor as from the conclusion from the annual general meeting and when a casual vacancy occurs in the office of the auditor, the surviving or continuing auditor may act.”
    Question put and amendment agreed to.
    Mr Mercer 1:01 p.m.
    Mr Speaker, I beg to move, clause 139, subclause (5), add the following new paragraph:
    “the tenure of that auditor ends;”
    Question put and amendment agreed to.
    Mr Mercer 1:01 p.m.
    Mr Speaker, I beg to move, clause 139, subclause (6), line 1, delete “twenty-eight” and insert “fourteen”
    Mr Speaker, the new rendition would read 1:01 p.m.
    “Within fourteen days after the occurrence of the change in the auditors of a company, the company shall give notice of the change in prescribed form to the Registrar for registration.”
    Question put and amendment agreed to.
    Mr Speaker 1:01 p.m.
    The last amendment on clause 139, acting Hon Chairman?
    Mr Mercer 1:01 p.m.
    Mr Speaker, I beg to move, clause 139, add the following new subclause:
    “An auditor shall hold office for a term of not more than six years and is eligible for appointment after a cooling-off period of not less than six years.”
    Question put and amendment agreed to.
    Clause 139 as amended ordered to stand part of the Bill.
    Clause 140 -- Remuneration of auditors
    Mr Speaker 1:11 p.m.
    Hon Chairman, there is a proposed amendment standing in your name.
    Mr Mercer 1:11 p.m.
    Mr Speaker, I beg to move, clause 140, headnote, delete “auditors” and insert “auditor”
    So the rendition would read, “Remuneration of an auditor”.
    Question put and amendment agreed to.
    Mr Speaker 1:11 p.m.
    There is a further amendment, Hon Chairman of the Committee.
    Mr Mercer 1:11 p.m.
    Mr Speaker, I beg to move, clause 140, subclause (2), paragraph (a), line 3, delete “auditors” and insert “an auditor”
    So the new rendition would read:
    “For purposes of full disclosure, the
    (a) company shall clearly state in the financial statements which are accessible and reported to shareholders of the company the remuneration offered to an auditor of the company for any services rendered; and”.
    Question put and amendment agreed to.
    Mr Speaker 1:11 p.m.
    Final amendment on clause 140.
    Mr Mercer 1:11 p.m.
    Mr Speaker, I beg to move, clause 140, subclause (3), delete and insert the following:
    “For the purposes of this section, remuneration includes the sums of money payable by a company in respect of the expenses of an auditor”
    Question put and amendment agreed to.
    Clause 140 as amended ordered to stand part of the Bill.
    Clause 141 -- Removal of auditors
    Mr Mercer 1:11 p.m.
    Mr Speaker, I beg to move, clause 141, headnote, delete “auditors” and insert “ an auditor”
    Mr Speaker, the new rendition would read, “Removal of an auditor”.
    Question put and amendment agreed to.
    Mr Speaker 1:11 p.m.
    Mr Speaker, I beg to move, clause 141, subclause (1), paragraph (a), line 1, before “written”, insert “a” and in line 2, delete “it” and insert “the resolution”.
    The new rendition would read:
    “A resolution to remove an auditor or to appoint any other
    Mr Speaker 1:11 p.m.


    person in the place of that auditor is not effective unless,

    (a) a written notice has been given to the company of the intention to move the resolution not less than thirty-five days before the general meeting at which it is to be moved and on its receipt, the company has forthwith sent a copy of the resolution to the auditor concerned;”
    Mr Amoatey 1:11 p.m.
    Mr Speaker, I propose to do a further amendment to the amendment moved by the Hon Member. I believe that we pass resolutions and move motions, so we could remove “move” and in its place insert “pass”.
    Mr Speaker, the new rendition would read 1:11 p.m.
    “A resolution to remove an auditor or to appoint any other person in the place of that auditor is not effective unless,
    (a) a written notice has been given to the company of the intention to pass the resolution not less than thirty-five days before the general meeting …”.
    Mr Speaker, I submit to the Hon Chairman to consider.
    Mr Mercer 1:11 p.m.
    Mr Speaker, is it my learned senior Hon Colleague's
    suggestion that we delete all the words following --
    Mr Speaker 1:11 p.m.
    No, he said we should delete “pass” and insert “move”. He said resolutions are passed and motions are moved.
    Mr Mercer 1:11 p.m.
    We do not object to that.
    Question put and amendment agreed to.
    Mr Speaker 1:11 p.m.
    Hon Chairman, there is a further amendment.
    Mr Mercer 1:11 p.m.
    Mr Speaker, the Hon Vice Chairman of the Committee is of the view that resolutions are usually moved before they are passed or rejected.
    If we look at the next proposed amendment, it clearly suggests that following the moving of the resolution, the company then passes it and the action that is to be taken when that resolution is passed. The suggestion is that we retain --
    Mr Speaker 1:11 p.m.
    Hon Amoatey, before a resolution is passed, it is moved; so says your Hon Colleague.
    The first act is the movement of the resolution and it may be thrown overboard, therefore, it is not passed. If it is approved of, then it is passed and it triggers a certain action.
    Mr Amoatey 1:11 p.m.
    Very well, Mr Speaker, I would yield to the Hon Chairman.
    1. 21 p. m.
    Mr Speaker 1:11 p.m.
    Very well.
    Hon Chairman, you may want to move the previous amendment as originally was.
    Mr Mercer 1:11 p.m.
    That is so, Mr Speaker.
    Mr Speaker, I beg to move, clause 141, subclause (1), paragraph (a), line 1, before “written”, insert “a” and in line 2, delete “it” and insert “the resolution”.
    The new rendition reads:
    “Unless (a) a written notice is given to the company of the intention to move it, not less than a thirty-five days before the general meeting at which it is to be moved and on its receipt, the company has forthwith sent a copy of the resolution to the auditor concerned.”
    Question put and amendment agreed to.
    Mr Speaker 1:11 p.m.
    Hon Chairman, do we move on with item numbered 14(li)?
    Mr Mercer 1:11 p.m.
    Mr Speaker, I beg to move, clause 141, subclause (1), paragraph (b), line 1, delete “it” and insert “the resolution”.
    The rendition would read:
    “The resolution is passed at a general meeting of the com- pany”.
    rose
    Mr Speaker 1:11 p.m.
    Hon Vice Chairman, I am sure you are not leaving us. I cannot see your files under your armpit. You are duty- bound to be here, I am afraid, and that is it.
    Mr Abban 1:11 p.m.
    Mr Speaker, I would pass the information to the Ministry, where I was to do something.
    Mr Speaker 1:11 p.m.
    I am sorry, you are duty-bound to be here and I must be frank with you.
    Mr Abban 1:11 p.m.
    Very well, Mr Speaker.
    Mr Chireh 1:11 p.m.
    Mr Speaker that is exactly the problem we have with the Majority Side. He has just been made the Hon Deputy Minister for Health. If there is an urgent situation that requires his attention, how would we handle this?
    Mr Speaker, you would recall that when we made these changes, I explained that people had been nominated, and therefore, there was the need for us to go slowly and bring a comprehensive list for the changes. Business does not go fast enough because people have double positions.
    Mr Speaker 1:11 p.m.
    Hon Vice Chairman, you must realise that I have been Sitting
    Mr Mercer 1:11 p.m.
    Mr Speaker, I beg to move, clause 141, subclause (2), paragraph (b), line 6, delete “(b)” and insert “(a) of subsection (1)”.
    So the new rendition would be:
    “For the purposes of subsection (1) (b), in the case of a resolution to remove an auditor appointed by the directors in accordance with subsection (4) of section 139 or to appoint any other in place of an auditor so appointed, subsection (1) shall have effect with the substitution of fourteen days for thirty-five days in paragraph (a) of subsection (1) and seven days for twenty-one days in paragraph (c)”.
    Question put and amendment agreed to.
    Clause 141 as amended, ordered to stand part of the Bill.
    Clause 142 -- Functions of auditors
    Mr Mercer 1:11 p.m.
    Mr Speaker, I beg to move, clause 142, headnote, delete “auditors” and insert “an auditor”.
    Mr Speaker 1:11 p.m.
    Hon Members, in line with what we have done, I would put the Question.
    Question put and amendment agreed to.
    Mr Mercer 1:11 p.m.
    Mr Speaker, I beg to move, clause 142, subclause (3), line 1, delete “books” and insert “accounting records”.
    So that the rendition would be:
    “An auditor shall have the right of access at all times to the accounting records and financial statements and vouchers of the company and is entitled to require from the officers of the company the information and explanation that the auditor thinks necessary for the performance of the auditor's functions.”
    Question put and amendment agreed to.
    Clause 142 as amended, ordered to stand part of the Bill.
    Clause 143 -- Auditors to avoid conflict of interest
    Mr Mercer 1:11 p.m.
    Mr Speaker, I beg to move, clause 143, subclause (1), line 1, delete “that,” and insert “that” and in line 2, after “Part,” delete “that” and further after “judgement of” delete “that” and insert “the”.
    The new rendition would read:
    “An auditor of a company shall ensure that in carrying out the duties of an auditor under this Part, that the personal judgement of the auditor is not impaired by reason of any relationship with or interest in the company or any of its subsidiaries.”
    Mr Ahiafor 1:11 p.m.
    Mr Speaker, it is straightforward, but I am confused. Is the Hon Chairman only deleting “,” in subclause (1), line 1? This is because delete “that,” and insert “that”, is it not the case that we are only deleting “,”?
    Mr Mercer 1:11 p.m.
    Mr Speaker, that indeed, is the effect: we are deleting only “,”.The advertised amendment was to; delete “that,”, and insert, “that” but the effect could be we are only deleting the “He is right”.
    Mr Speaker 1:11 p.m.
    So we only delete “,” and leave “that” standing.
    Mr Mercer 1:11 p.m.
    That is so, Mr Speaker.
    rose
    Mr Speaker 1:11 p.m.
    Yes, Hon Member for Adaklu?
    Mr Agbodza 1:11 p.m.
    Mr Speaker, could the Hon Chairman explain this: “an auditor of a company shall ensure that, in carrying out the duties of an auditor”.
    Of course, it is an auditor, so we would not appoint an auditor to do
    anything else. Do we need to repeat “duties of an auditor” again?
    I think we could lose —
    1. 31 p. m.
    Mr Speaker 1:11 p.m.
    Is it in carrying out the auditor's duties?
    Mr Agbodza 1:11 p.m.
    Yes, Mr Speaker. I was just thinking that when you appoint an auditor, there is a purpose. I am not sure whether you can -- [Interruption] -- his duties.
    Mr Speaker 1:11 p.m.
    Not “his”; these days, we are gender sensitive.
    Mr Agbodza 1:11 p.m.
    All right Mr Speaker. Fine, but to say to carry out the duties of an auditor under this Act -- we said we are appointing an auditor and that is clear. What else would an auditor be appointed to do under this Act?
    Mr Abban 1:11 p.m.
    Mr Speaker, one of the ways to avoid this issue of using pronouns is to repeat it this way, so that it avoids that, that is one. Secondly, this is drafting and not necessarily English grammar, so you would see that there would be a lot of repetition of such things.
    Mr Speaker 1:11 p.m.
    Yes, but he is also giving you another rendition. The Hon Member has given an alternative, so consider his also, unless you have not got him.
    Mr Abban 1:11 p.m.
    Mr Speaker, with all due respect, we did not hear him propose --
    Mr Agbodza 1:11 p.m.
    Mr Speaker, I was guided by the point that we cannot say “his” but have to say “his or her”, but the Hon Member said it is a term of art and instead of using “his or her”, to avoid that, you would repeat -- So I do not have any problem.
    Question put and amendment agreed to.
    Clause 143 as amended ordered to stand part of the Bill.
    Clause 144 -- Division of powers between general meeting and board of directors
    Mr Mercer 1:11 p.m.
    Mr Speaker, I beg to move, clause 144, subclause (6), line 3, delete “alteration” and insert “amendment”
    Mr Speaker 1:11 p.m.
    That is a clear one, and I would put the Question.
    Question put and amendment agreed to.
    Clause 144 as amended ordered to stand part of the Bill.
    Clause 145 ordered to stand part of the Bill.
    Clause 146 -- Delegation to committees and managing directors
    Mr Mercer 1:11 p.m.
    Mr Speaker, I beg to move, clause 146, opening phrase, line 1, delete “Unless” and insert
    “Except” and in line 2, delete “directors,” and insert “directors may” and delete “may” at the beginning of paragraphs (a) and (b).
    The new rendition would read:
    “Except otherwise provided in the constitution of a company, the board of directors may
    (a)exercise their powers through committees consisting of a member or members of their body as they think fit, and
    (b) from time to time appoint one or more of their body to the office of managing director and may delegate all or any of their powers to that managing director.”
    Mr Ahiafor 1:11 p.m.
    Mr Speaker, I want to support the acting Hon Chairman on the amendment, except the second amendment where he said we should delete “directors,” and insert “directors may”. We are only deleting the comma and adding “may”. Subsequently, in clause 146 (a), we deleted “may” because it is repetitive and we deleted “may” in line (b). It is neater this way.
    Mr Mercer 1:11 p.m.
    Mr Speaker, I could not agree more with my Hon learned Colleague on the other Side.
    Question put and amendment agreed to.
    Clause 146 as amended ordered to stand part of the Bill.
    Clause 147 -- Acts of the company
    Mr Mercer 1:11 p.m.
    Mr Speaker, I beg to move, clause 147, subclause (1), line 3, delete “itself”.
    The new rendition would read:
    “An act of the members in general meeting, of the board of directors, or of a managing director while carrying on in the usual way the business of the company, is the act of the company; and accordingly the company is criminally and civilly liable for that act to the same extent as if it were a natural person.”
    Question put and amendment agreed to.
    Clauses 147 as amended ordered to stand part of the Bill
    Clauses 148 to 156 ordered to stand part of the Bill.
    Clause 157 — Annual general meetings
    Mr Mercer 1:41 p.m.
    Mr Speaker, I beg to move, clause 157, subclause (1), opening phrase, at end, add “shall” and delete “shall” at the beginning of paragraphs (a) and (b).
    Mr Speaker, the new rendition would now read 1:41 p.m.
    “(1) Except as provided in subsection (4), a company shall
    (a) in each year hold a general meeting as its annual general meeting in addition to any other meetings in that year, and
    (b) specify the meeting as the annual general meeting in the notice calling the meeting.”
    Question put and amendment agreed to.
    Clause 157 as amended ordered to stand part of the Bill.
    Clause 158 to 161 ordered to stand part of the Bill.
    Mr Amoatey — rose --
    Mr Speaker 1:41 p.m.
    Hon Member, there is no listed amendment. Do you want to propose an amendment?
    Mr Amoatey 1:41 p.m.
    Mr Speaker, no; but I am sorry to bring you back to the headnote of clause 160.
    Mr Speaker 1:41 p.m.
    Can I finish with these ones before we go back to 160 again?
    Clause 162 to 164 ordered to stand part of the Bill.
    Mr Speaker 1:41 p.m.
    Yes, Hon Member, we may revisit clause 160.
    Mr Amoatey 1:41 p.m.
    Mr Speaker, unless it is a term of art, the headnote of clause 160 — “Notice on proxy”, I believe should read, “Notice of proxy”.
    Mr Amoatey 1:41 p.m.


    Question put and amendment agreed to.

    Clause 160 as amended ordered to stand part of the Bill.

    Clause 165 — Registration of copies of certain resolutions
    Mr Mercer 1:41 p.m.
    Mr Speaker, I beg to move, clause 165 subclause (4) lines 2 and 3, delete “a fine of not more than” and insert “an administrative penalty of”.
    Mr Speaker, the new rendition would now read 1:41 p.m.
    “Where a company fails to comply with this section, the company and every officer of the company that is in default is liable to an administrative penalty of twenty-five penalty units for each default.”
    Mr Speaker 1:41 p.m.
    Regarding each default -- penalty of each units -- do you want to say concerning or regarding each default?
    Hon acting Chairman, I hope you get me.
    Mr Mercer 1:41 p.m.
    Mr Speaker, I do. Except to say that the rendition, as it stands, is alright because we are applying the administrative penalty unit for every default. So to say that administrative penalty of twenty-five penalty units for each default should suffice for --
    Mr Amoatey 1:51 p.m.
    Mr Speaker, I recall this amendment at the Committee meeting and I beg to differ slightly from what the Hon Chairman proposed.
    The administrative penalty proposed was “two hundred and fifty penalty units” rather than “twenty-five penalty units” and that is what my notes say.
    We also deleted “specified by the Registrar by a legislative instrument”. We took that out and we post straightaway that “an administrative penalty of two hundred and fifty penalty units”; if the acting Hon Chairman would recall.
    Mr Mercer 1:51 p.m.
    Mr Speaker, the references that my learned senior Hon Colleague on the other Side is making is actually captured in the next proposed amendment at clause 166 and not clause 165. What we are dealing with now is clause 165. [Pause]
    Mr Speaker 1:51 p.m.
    Hon Amoatey agrees with you.
    Hon acting Chairman, please go on with the proposed amendment from that end --
    Mr Mercer 1:51 p.m.
    Mr Speaker, “administrative penalty of twenty-five penalty units for each default”.
    Mr Speaker 1:51 p.m.
    Acting Chairman, I am just suggesting to you, penalties ‘for each default' or ‘of each default'? It strikes a bit.
    Hon Fuseini?
    Alhaji I.A.B. Fuseini 1:51 p.m.
    Mr Speaker, what we are deleting from that position is “a fine”. It is because we came to the conclusion that a fine can only be imposed by a competent court of jurisdiction and to enable the Registrar to impose a penalty, we would have to delete “a fine”. So we are just deleting “a fine” and inserting “administrative penalty” but all that remains, so that the Registrar can impose same and that is what this whole exercise is about.
    Mr Speaker 1:51 p.m.
    Hon Members, in view of the time and the business ahead of us, I direct that Sitting stretches beyond the regular Sitting hours.
    Acting Chairman, where are we now?
    Mr Mercer 1:51 p.m.
    Mr Speaker, I do not know whether the Hon Ranking Member wants to depart from the advertised amendment because what we have advertised here is to delete “a fine of not more than” and that is exactly what I sought to do. But if the Ranking Member is suggesting that the deletion is limited only to fine, then I would want to know whether he wants us to depart from the advertised amendment.
    Mr Speaker 1:51 p.m.
    Acting Chairman, would you want to add or deduct? [Pause]
    Hon Fuseini, are you satisfied?
    Alhaji I.A.B. Fuseini 1:51 p.m.
    Mr Speaker, the way that amendment is captured, we are deleting “a fine” and inserting “an administrative penalty” so that it reads -- with the way it is captured, we do not see the insertion.
    Mr Speaker, we are saying that 1:51 p.m.
    “Where a company fails to comply with this section, the company and every officer of the company that is in default is liable to an administrative penalty of not more than twenty- five penalty units for each default.” -- that is what we are dealing with.
    Mr Ahiafor 1:51 p.m.
    Mr Speaker, indeed, that is what we agreed on at the Committee level.
    Mr Mercer 1:51 p.m.
    Mr Speaker, I think at the Committee level, what we agreed on was to remove the exercise of discretion by the Registrar. So, we said that:
    ‘‘Where a company fails to comply with this section, the company and every officer of the company that is in default is liable to an administrative penalty of twenty-five penalty units for each default''.
    Mr Speaker 1:51 p.m.
    Hon Fuseini, is that alright?
    Alhaji I.A.B. Fuseini 1:51 p.m.
    Yes, Mr Speaker.
    Mr Speaker 1:51 p.m.
    Thank you.
    Hon Members, I will put the Question.
    Mr Speaker 1:51 p.m.


    Question put and amendment agreed to.

    Clause 165 as amended ordered to stand part of the Bill.

    Clause 166 -- Minutes of general meetings
    Mr Mercer 1:51 p.m.
    Mr Speaker, I beg to move, clause 166, subclause (4), lines 3 and 4, delete “specified by the Registrar by legislative instrument” and insert “of two hundred and fifty penalty units”.
    The new rendition would read:
    ‘Where a company fails to comply with subsection (1), the company and each officer of the company that is in default is liable to pay to the Registrar an administrative penalty of two hundred and fifty penalty units'.
    Question put and amendment agreed to.
    Clause 166 as amended ordered to stand part of the Bill.
    Mr Speaker 2:01 p.m.
    Hon Members, we shall consider up to clause 170 and then adjourn the House till tomorrow morning.
    Clauses 167 and 168 ordered to stand part of the Bill.
    Clauses 169 -- Proceedings at meetings
    Mr Abban 2:01 p.m.
    Mr Speaker, I have realised that where we want to make exceptions, we have consistently used the phrase, “except as” but here we have “unless”.
    Mr Speaker 2:01 p.m.
    Are you proposing an amendment?
    Mr Abban 2:01 p.m.
    Mr Speaker, yes. I beg to move, clause 169(1), line 1, delete, “Unless the constitution of a company provides otherwise” and insert “Except as otherwise provided in the constitution of a company”.
    It is for consistency. The new rendition would be:
    “Except as otherwise provided by the constitution of a company”.
    Mr Speaker 2:01 p.m.
    Hon Members, it is in consonance with what we have been doing. [Pause]
    Hon Ahiafor, are you in consonance with the acting Hon Chairman of the Committee?
    Mr Bernard Ahiafor 2:01 p.m.
    Mr Speaker, consistently, that is what we have been doing; “Except as otherwise provided in the constitution of a company” and all others would follow. It is a standard provision that we have been working with.
    Mr Amoatey 2:01 p.m.
    Mr Speaker, except that I would want to find out the new rendition because my Hon Colleague --
    Mr Speaker 2:01 p.m.
    Hon Member, let him provide the rendition, then we shall know.
    Yes, acting Hon Chairman of the Committee, what would be the new rendition?
    Mr Abban 2:01 p.m.
    Mr Speaker, it would read:
    “Except as otherwise provided by the constitution of a com- pany, the provisions specified in the Eight Schedule shall govern the proceedings at meetings of a company except to the extent that the registered constitution of the company makes provision for the matters that are expressed in that Schedule to be subject to the registered constitution of the company.”
    Question put and amendment agreed to.
    Clause 169 as amended ordered to stand part of the Bill.
    Clause 170 ordered to stand part of the Bill.
    Mr Speaker 2:01 p.m.
    Hon Members, we shall continue from clause 171 tomorrow at 10 a.m.
    This brings us to the end of Consideration Stage of the Companies Bill, 2018, for today.
    Hon Members, I must thank you very much for the hard work today. We have had more than three hours of the Consideration Stage and I trust that with your assiduity, we shall kill it tomorrow. I appreciate this commit- ment.
    The Companies Bill, 2018, looked so amorphous but now, it is being reduced to nothingness.
    In the absence of anything special from the Leadership, not a Motion for adjournment, of course, I would adjourn the House till tomorrow.
    ADJOURNMENT 2:01 p.m.