Debates of 30 Apr 2019

MR SPEAKER
PRAYERS 10:23 a.m.
VOTES AND PROCEEDINGS AND THE OFFICIAL REPORT 10:23 a.m.
Mr Speaker 10:23 a.m.
Hon Members, Correction of Votes and Proceedings and the Official Report.
Votes and Proceedings of Monday, 29th April, 2019.
Mr Speaker 10:23 a.m.
Hon Members, we have the Official Report of Tuesday, 19th March, 2019.
Any corrections, please?
Mr Speaker 10:23 a.m.
Hon Members, item numbered 3, Statements. Hon Dr Kwabena Twum-Nuamah would deliver a Statement on World Malaria Day.
STATEMENTS 10:23 a.m.
Chairman of the Committee on Health (Dr Kwabena Twum- Nuamah) 10:23 a.m.
Mr Speaker, World Malaria Day (WMD) is comme- morated every year on 25th April to recognise global efforts to control malaria. The theme for this year is “Zero Malaria Starts with Me” and it highlights the need for individual and collective responsibility for the control of the disease.
Mr Speaker, malaria continues to be a threat globally with 3.3 billion people in 106 countries still at risk. The African continent accounts for over 90 per cent of the global malaria burden according to the 2017 World Malaria Report. About 194 million new cases and 410,000 malaria- related deaths were recorded in Africa alone in the year 2016, and it is worrying that Ghana is one of the eleven (11) countries in the world that have the biggest malaria burden.
These countries account for over 70 per cent of the global burden and it is in this context that the “Zero Malaria Starts with Me” campaign is critical.
Mr Speaker, for Ghana's efforts in accelerating progress to save lives, malaria death rates decreased across age groups by 87.3 per cent within a period of ten years. That is, deaths associated with malaria dropped from 3,374 cases in year 2000 to 428 cases in the year 2018.
However, since the year 2012, the proportion of OPD malaria cases, tested by microscopy or RDT, has been increasing. From a low figure of 38.9 per cent in 2012, this has risen to 91.5 per cent in 2018.
This performance represents 135.2 per cent increase over the 2012 results and 105.0 per cent achievement of the target set (100 per cent) by the programme in 2018. Millions of people in Ghana have been reached with effective lifesaving tools [long lasting Insecticide Treated Nets (ITNs) and Artemisinin-Based Combination Therapy (ACTs)].
Mr Speaker, last year, over 15 million nets were distributed nationwide. The 2016 Malaria Indicator Survey showed that 72 per cent of all households in the country owned Insecticide Treated Nets, an increase from the 2003 figure of 3.2 per cent (GDHS,2003).
In that same Study in 2016, three out of every five children under 5 years slept under the Insecticide Treated Nets which translates to 52.3 per cent and about a half (50 per cent) of pregnant women slept under Insecticide Treated Nets every night. Following the distribution of 15 million nets last year, we believe the figures will even be higher.
This year, the Ministry is extending a very effective intervention of Seasonal Malaria Chemoprevention to the Northern, North East and Savanna Regions so that children in those regions will have additional
protection. Larviciding, which is attacking the mosquitoes in their early stages (the larvae form), is also going to be implemented nationwide.
Mr Speaker, despite all the relentless and concerted efforts and success chalked in its control, Malaria is still a major public health issue in our country and it also poses a significant developmental challenge impacting adversely on all sectors of the economy.
There were over 11 million suspected malaria-related cases recorded at the OPD in 2018. This still makes the disease the number one cause of OPD attendance in our country and also makes it one of the highest on the list of expenditure items on our Health Budget in terms of quantum.
Further, we are faced with the issue of dwindling resources and therefore the need for increased efforts in domestic resource to fill the widening gaps that exist.
Mr Speaker, we cannot therefore rest on our oars but intensify the efforts at combating the disease because fighting malaria is like going to war. There is the need to have a sustained multiple arsenal approach till eradication.
The elimination of malaria, above all, also requires political leadership at the highest level. The fight must begin at the highest political level and then supported adequately with resources, appropriate inter-sectoral and cross-border collaboration. I

therefore call on my Hon Colleagues to join hands with the Ministry of Health, the Ghana Health Service and implementing agencies to boost the domestic resource mobilisation agenda which is currently being pursued.

Mobilising domestic funds to complement the donor support is very key as it propels us towards the elimination of the disease and helps to contribute to the achievement of other Sustainable Development Goals, particularly, improving maternal and child health.

I will therefore call on my Hon Colleagues to join the Ghana Health Service, the Agency driving the domestic resource mobilisation agenda higher. Let us all contribute ideas and resources for its effective implementation.

All Parliamentarians, particularly those of us on the Health Committee, must advocate strongly to ensure the availability of resources to implement the needed Malaria control interventions in the country. Within our constituencies also, we should all support the implementation of these interventions.

Mr Speaker, the need for closer and more intense collaboration with the MMDAs and health sector will ensure the judicious use of the 0.5per cent District Assemblies Common Fund. These moneys meant for malaria control should be used for malaria control and nothing else. I urge

the Ministries of Local Government, Transport, Roads and Highways and Housing to consider the impact on malaria control as they undertake their projects.

Our development projects should reduce the breeding sites for the mosquitoes. I also urge health workers to even do more in their field of work to ensure that all suspected malaria cases arc tested and confirmed before treatment. We need to make sure that what we are treating is really malaria.

Mr Speaker, the traditional authorities and religious bodies also have a role to play and they help to ensure that our people use the interventions as recommended and not misuse the ITNs which have been bought with scarce resources.

This year's theme calls for re- ignition of the grassroots movements in which individuals, families, communities, religious leaders, private sector, political leaders, and other members of our society pledge commitment and take responsibility in the fight against malaria.

Let us intensify our efforts in the fight against malaria. A malaria-free Ghana is possible. Zero malaria starts with me, with you and with all of us.

Thank you.
Mr Speaker 10:23 a.m.
Hon Member, thank you very much for this well- made Statement. It has been agreed that one contribution from each Side would be sufficient.
Mrs Sophia K. Ackuaku (NDC -- Domeabra-Obom) 10:23 a.m.
Mr Speaker, thank you for the opportunity to contribute to the Statement on World Malaria Day and I would like to thank Dr Kwabena Twum-Nuamah for making this important Statement.
Mr Speaker, the theme for this year's World Malaria Day is “Zero Malaria Starts with Me”. It has become very important that as a nation, we would take a step to control malaria because a lot of people in the health sector think about HIV/AIDs and other diseases as more serious than malaria. But malaria is killing most people in the nation, especially pregnant women and infants.
For the past 10 years, the nation has been working seriously to control malaria but the question is, where are we getting to? Mr Speaker, new medicines that have been improved upon come up from time to time as treatments for malaria, but malaria is still killing most of our people.
Mr Speaker, I would like to urge all of us, just as the theme is “Zero Malaria Starts with Me”, to take it upon ourselves as individuals, and beginning from this House, go to our constituencies and help clean our environments, so that zero malaria would start with us.
Mr Speaker, thank you for the opportunity.
Mr Speaker 10:23 a.m.
Hon Member, thank you very much.
rose
Mr Speaker 10:23 a.m.
Hon Member, do you rise to contribute?
Mr Afenyo-Markin 10:23 a.m.
Mr Speaker, rightly so and the Hon Majority Chief Whip has indicated that he wants me to make a brief comment but I would yield to Dr Kwaku Afriyie. I have been given the opportunity but I would yield to him.
Mr Speaker 10:43 a.m.
Thank you for yielding.
Dr Kwaku Afriyie (NPP-- Sefwi-Wiawso) 10:43 a.m.
Mr Speaker, thank you very much for the opportunity. Let me thank the Hon Member who made the Statement, Hon Dr Kwabena Twum-Nuamah, for bringing this important milestone to the attention of the House.
Mr Speaker, I am very intrigued by the Topic for the commemoration of the International Malaria Day, “Zero Malaria Starts with Me”.
That statement is very apt, and consensually speaking, we must subject it to some analysis.
Mr Speaker, with malaria, there is the vector, the human host and the victim to whom the vector transmits, so if you say “Zero malaria starts with
Mr Speaker 10:43 a.m.
Thank you very much.
The second Statement relates to May Day. These two Statements are very important, that is why we decided to accommodate both by limited application and move on to the main Business ahead of us.
Hon Dr Okoe Boye?
International Workers Day (May Day)
Dr Bernard O. Boye (NPP-- Ledzokuku) 10:43 a.m.
Mr Speaker, thank you for the opportunity to make a Statement in honour of all workers of this country on May Day, which comes off tomorrow, 1st May.
Mr Speaker, May Day, alter- natively called International Workers Day, originated in the US in 1886 when massive labour strikes were orchestrated as a means for demanding an eight-hour work day and safe working conditions in the factories. The wishes of workers in 1886 for a safer workplace and worker rights remain very relevant today.
Mr Speaker, May Day has become the day that brings to the table
matters affecting workers as well as workers' effect on government with reference to their productivity levels.
In the beginning when May Day celebrations started, strikes, violence and sometimes, death characterised the celebrations. That was in the 19th and 20th centuries. The 21st Century May Day event is preoccupied more with welfare of workers rather than basic rights such as the right to demonstrate.
The health of workers and the structure of the workplace in support of healthy living are the kind of matters that manifest prominently, amongst others, such as stress at the workplace and the provision of therapeutic support to workers in need of coping mechanisms.
Successive governments in Ghana have contributed their quota in the pursuit of a progressive work environment for Ghanaians.
This Akufo-Addo led Government, after years of protests by workers against the non-release of Tier 2 Pension funds, has finally paid over GH¢3.1 billion of tier two pension funds to fund managers to control on behalf of workers.
Military officers belonging to the other ranks have had their service period amended from 25 years to 30 years.
Most of our farmers are beneficiaries of subsidised fertilisers, free improved seedlings and mass spraying programmes. All these improve farm yields, provide better profits and
Mr Speaker 10:43 a.m.
Thank you very much. I am advised that we would take one from each Side, and then we would take the Leaders.
Mr Gabriel Osei (NPP -- Tain) 10:53 a.m.
Mr Speaker, thank you very much.
I would thank the Hon Member who made the Statement for this wonderful presentation. Workers in general are the drivers of our
economy. It is very important that we all celebrate our workers, of which we are all apart.

Mr Speaker, I happened to be involved in almost all the subsectors of the economy -- the private sector, the civil service and now the public service.

Mr Speaker, I started as a private sector worker and if I begin to narrate what happens in the private sector, you would be very sad. Workers in the private sector are neglected to their own fate as their working conditions are very poor such that they are not considered as being part of the workforce. They are just used and dumped at the end of the day; the entrepreneurs or the employers just recoup their interest and then leave others to go suffering.

Mr Speaker, basic things such as protective clothing and others are not provided for workers, and at the end of the day, they go home sick, they die and their employers would enjoy alone. It is very good today that all of us have come together to talk about some of these issues.

As policymakers, we have a lot to do to prevent some of these activities from happening. The motive of the private sector, interest, has become too much. Even though they help the economy to grow, their activities, one way or the other, rather kill our brothers on the ground.

The health of most workers is nothing to write home about, but they seem not to care about anything. Today that we are all celebrating this wonderful day, I would want us to advise our brothers who have got little with them and who have been fortunate to establish companies and have employed one or two people to take things seriously. At the end of the day, if they get their benefits and half of the population are sick, it would not augur well for the whole nation.

Mr Speaker, I would want to thank you very much for this opportunity.
Mr Samuel O. Ablakwa (NDC -- North Tongu) 10:53 a.m.
Mr Speaker, I am most grateful for the opportunity to contribute to this Statement which has been so eloquently delivered by Dr Okoe Boye.
Mr Speaker, May Day is commemorated every year in solidarity with workers across the world, and as the Hon Member who made the Statement said, workers represent the very foundation of every society. The contributions workers make aid our collective survival; without the sacrifices of workers, our economies would not thrive and all of us cannot survive. It is only appropriate that we show our solidarity with workers across the globe who continue to fight for better working conditions and the right of workers to be respected and to be upheld by all and sundry.
Mr Speaker, in Ghana, according to the Trades Union Congress (TUC) in a statement issued yesterday, this year's May Day celebration would be on the theme, “Sustainable Pension For All: The Role of Social Partners”. The matter of pensions and pension reform has come up even for the consideration of this House on many occasions and we must express solidarity with organised labour in assuring them that all that needs to be done to reform pensions and to ensure that workers retire in dignity so that when they have retired, retirement would not mean that they would not be able to benefit from the toils of their labour, would be achieved.
This year's theme is very appropriate, especially at a time that proposals have been made about how to harmonise pension schemes across the board. We hope that all of these discussions would lead to greater and enhanced pensions for all workers.
We must also in this discussion consider the dynamic roles that various sectors play, especially the security services who want to remain under Cap 30 and all the other concerns that have been raised so far as this whole pension debate is concerned. I hope that Parliament would support all of these institutions so that workers would retire in dignity.
Mr Speaker, there is also the global discussion about inequality. It appears that in the contemporary era, we seem to reward wealth instead of work. People can work, sweat and toil for many years and yet, they do
Mr Speaker 10:53 a.m.
Minority Leadership?
Have we had contributions from each Side? Hon Majority Chief Whip, did we have the first contribution from your Side?
Mr Kwasi Ameyaw-Cheremeh 10:53 a.m.
Mr Speaker, I would yield to Hon Titus-Glover to speak on behalf of the Majority.
Mr Speaker 10:53 a.m.
We will get to that.
Hon Minority Leader?
Minority Leader (Mr Haruna Iddrisu) 11:03 a.m.
Mr Speaker, I thank you for the opportunity to commend the Hon Member who made the Statement, the Hon Dr Okoe Boye and to encourage him. It appears that he has dedicated part of his parliamentary life to some of these national issues.
Mr Speaker, I join him in solidarising with the workers of Ghana and to appreciate and recognise their contribution to the social, political and economic development of our country.
As I understand, tomorrow, May Day would be observed with some street activity of a peaceful procession which will end up at the Independence Square with the President and the Secretary-General of the Trades Union Congress (TUC) addressing workers.

Mr Speaker, there are lessons to learn. As I observed in my days as the Hon Minister for Employment and Labour Relations on May Day, the Minister for Employment and Labour Relations, who is the principal advisor to the President on employment matters, can learn a lot of useful lessons from the placards. They manifest internal deep wounds

that need the attention of the State and sometimes the attention of the President. Sometimes, there are legitimate concerns raised for the betterment of their situation as workers.

In Ghana, even though we have experienced incipient labour disputes and conflicts, it has got better and is even better. Exiting the International Monetary Fund (IMF), we can only strengthen the bond. I have heard the Hon Minister for Finance, Hon Ken Ofori-Atta, speak to a stronger bond with the social partners of Ghana. He is encouraged to do this because he would need their understanding, sacrifices and support for sustainable development.

Mr Speaker, let me limit myself to the theme that Hon Ablakwa referred to in the Statement from the Trades Union Congress (TUC) -- “Sustainable Pension for All”.

In Ghana, do we have a sustainable pension regime? We need to work on it. As I speak, there is some disquiet in the security agencies -- the Ghana Armed Forces and the Ghana Police Service, in particular, about their fate as to which pension regime they belong to.

Section 31 of the Pensions Act, 2008 (Act 766), provides that all workers shall come under the Pensions Scheme, except as provided for by law. So, if the Ghana Police Service, by their Regulations, have a dedicated pension scheme, that must

be respected by Government; it cannot be altered. If there is a pension regime for the Ghana Armed Forces, by law, it cannot be altered to their disadvantage.

Mr Speaker, as I speak, in all fairness, the guilt is not just on the New Patriotic Party (NPP) or Nana Addo Dankwa Akufo-Addo's Government. Under both the National Democratic Congress (NDC) and NPP, pension payment is in arrears and Governments have sought to use pension and not made it readily available. It is not a good culture, and as I said, under my watch in Government, it happened that Government would borrow from the pension funds.

It can jeopardise the retirement security and security of these workers. Therefore, Government must be up and doing. I have heard Government say they have released GH¢2 billion but it has not been released. Let anybody challenge me to the fact. Bonds have been issued but to what amount? I had the unpleasant duty to resolve the most incipient pensions dispute relative to the second tier pension which is worth about GH¢3 billion.

Mr Speaker, the Norwegian experience is the best in the world in terms of prudent and judicious use of pension funds and Ghana can learn from it.

When we go to the military and police barracks, they have no accommodation, yet we have pension funds sitting unutilised or not properly

utilised. This country must take a position on making proper use of it.

I know about experiences in the past like the SSNIT Housing Scheme which did not work well, but something must work for them. We should not expect the security agencies to be homeless, yet expect their morale to be high every day. The Police do not have places to sleep, yet we say their morale should be high and help us fight crime.

We can use even pensions to resolve some of our energy problems. Mr Speaker, maybe, you should encourage your Committee on Employment to go to Norway and study their pension fund to come and advise Government on how they could benefit from it.

Mr Speaker, I want to thank Dr Boye for bringing this to the fore and raise two other issues. Domestic workers regulations, which is supposed to regulate how house helps, among others, are recruited, have taken two years and no work has been done. In La Cote D'Ivoire, their First Lady is leading the process. The First Lady of Ghana can lead such a process.

The Health Safety Bill, which provides good working environment for workers, has not been passed. The Occupational Health and Safety Bill is sitting somewhere, yet we say we are solidarising with workers. The best we can do for them is to get the Occupational Health and Safety Bill also passed.

Mr Speaker, I think that we should thank them for the peace in the country and the sanity in our labour environment. They have been very Coorperative. Between 2014 and 2016, I had my best experience as an Hon Minister, working with them and trying to understand some of the issues.

I would end on a note which would arouse humour. One day, I was passing through the Korle-Bu Mortuary, when mortuary men threatened to embark on a strike action. Mr Speaker, when they go on strike, it is bad. They allow bodies to decompose on the floors.

So, I went in to intervene and help them manage it. One of the workers, thinking that I could not understand Twi, said, “Enti wo Haruna, wobetumi awura ha”, to wit, “You Haruna, so can you enter here?”

I end on that note. The mortuary man then put his hand into his pocket and brought out his payslip. Then he said: “You Haruna, ebola body, I carry; AIDS body, I carry; look at my pay.” It was to draw my attention to his plight as a poor worker. We need to do something about it.

Mr Speaker, members of the Ghana Medical Association (GMA) want improved conditions of service and we have seen threats. Even the Parliamentary Service that you seek to improve with revised conditions of service has to be made an essential service provider, so that tomorrow, they too will not say they are going on strike and we would be unable to

approve budgets and the nation would be in crisis.

To the Medical and Health Workers, even as we appeal to them -- I have seen some letters from the GMA issuing threats. Government must do well to implement the codified conditions of service and what they agreed with them.

So to our workers, we say ayekoo.

Thank you, Mr Speaker.
Mr Speaker 11:03 a.m.
Thank you very much Hon Minority Leader.
Majority Leadership?
Mr Daniel N. K. Titus-Glover (NPP -- Tema East) 11:13 a.m.
Mr Speaker, I am very grateful for the opportunity to contribute to the Statement made by my brother, Colleague and an old boy, especially on May Day.
By practice, once a teacher, always a teacher and once a unionist, always a unionist. It reminds all of us of the struggle between the haves and the have nots, when workers have to struggle and sacrifice on farms and factories to make sure that they are paid well.
Today, these gallant workers across the world have paid their due to make sure that, at least, there are some minimum standards of working conditions that can be found both at the public level and at the enterprise level. A few issues that come up are the conditions of service and the rights of workers which are prevalent all
over. For that matter, sometimes we would ask why some workers are maltreated, especially when you look at certain private institutions. I do not want to mention their nationalities. They seriously refuse to go by the laws under the Labour Act.
If you go to the steel companies, it is worse -- their clothing and safety gears worn on the factory floor is always a problem and sometimes, when they get injured, they are not even compensated, even though workman's compensation makes provision for some of these payments to be made.

At the enterprise level, provisions that are enshrined in their collective bargaining agreements are not being followed; and in a way that is killing our workers at the enterprise level.

Mr Speaker, the role of unions are to support management with ideas on how to run their institutions at the public level or the enterprise level. But today, thankfully, the “we” and “them” attitudes have all gone.

The statement of social partners is not rhetorical. This is real; that government and other employers see the trade unions as social partners so that together, all of us can develop our world of work. And I am happy to say that, under President Akufo- Addo, the labour environment has been a bit serene, because the Government is listening to some of the concerns being raised by workers. There is an ear that is attending to
Mr Daniel N. K. Titus-Glover (NPP -- Tema East) 11:13 a.m.


some of their concerns raised and this has brought about the industrial peace that we are all enjoying today.

Mr Speaker, on the issue of the theme, “Sustainable Pension For All” in this year's May Day celebration, it is good that inasmuch as Government is making provisions to invest in workers' pensions -- I am told that for a long time, their moneys that have not been paid have been released for the various farm managers to manage them on their behalves. But the issue is, as individual workers, we have to take the destinies of our pensions into our own hands. We must make provisions for our own pensions even though Government is making provision to support workers at the public level. As workers, wherever we are working, regardless of whatever we earn, it is an opportunity for us to put something down for tomorrow.

Mr Speaker, in 1991 when I started working in Aluworks, did I know that I would be going for pension in a few years' time? It tells me that there is the need for me to make provision and plan towards my retirement. And so I would want to challenge workers as we celebrate the May Day tomorrow, to take their own pensions into their own hands and make provisions towards that.

Mr Speaker, let me also say that we need to support the Labour Department because it is the engine of enforcing the labour laws that we have in our country. The resources

must be made available to make sure that they would be able to move round to find out those who are abusing workers and making workers uncomfortable, and above all, ensuring their safety at the work place.

Mr Speaker, when you go to my constituency, particularly in the fishing industry, one would see tuna vessels and trolling vessels sometimes; even where they sleep is a major concern. I have drawn the attention of the various institutions that run these organisations to make sure that, at least, safety at sea is adhered to so that workers can put in their best for their institutions and our country.

Mr Speaker, I want to associate myself with Hon Dr Okoe Boye and all the contributors to say, “Ayekoo” to our workers and salute them for all the sacrifices they make and continue to make for the general development of our country.

Mr Speaker, I thank you very much for the opportunity.
Mr Speaker 11:13 a.m.
Thank you very much, Hon Member.
Hon Members, that would end Statement time.
Hon Members, At the Commen- cement of Public Business; item numbered 4, Presentation of Papers.
Mr Osei Kyei-Mensah-Bonsu 11:13 a.m.
Mr Speaker, the Hon Minister for Finance, and indeed, the Ministry of Finance and the Finance Committee
are engaged on some referrals which were made yesterday. So if I may be allowed to stand in for the Hon Minister to lay these documents.
Alhaji Muntaka 11:13 a.m.
Mr Speaker, we do not still have copies of some of the documents that were laid yesterday. We would be happy if the Clerks-at-the-Table get us copies before they are allowed to be laid. For instance, the one that was referred to the Energy Committee, we still do not have copies. Meanwhile, I believe that the intention is for us to be able to consider them, maybe, before Friday. We would be happy if the Clerks-at- the-Table would ensure that once it is on the Order Paper, they have sufficient copies so that the moment it is laid, it can be referred to the Committee.
Mr Kyei-Mensah-Bonsu 11:13 a.m.
Mr Speaker, the application I made was to stand in for the Hon Minister for Finance to lay the document, but my Hon Colleague has gone on a different tangent. I am applying to lay the document on behalf of the Hon Minister and we were seeking the indulgence of the Rt Hon Speaker and that of the House, and he is saying that some documents have not been supplied. But, to respond to that, I personally gave copies to the Clerks- at-the-Table. I agree that they were not in sufficient quantities and so they may have to run some additional copies from here. But I handed everything to the Table Office on behalf of the Minister yesterday before we sat. And so we would
ensure that they run copies and hand them over. As the Hon Minority Chief Whip rightly concurred, we need to work on these documents before we adjourn on Friday. And so copies would have to be availed to Hon Members, especially, those of them on the respective committees.
Alhaji Muntaka 11:13 a.m.
Mr Speaker, the inference I was trying to make was to ensure that we have sufficient copies of these documents that the Hon Majority Leader wanted to lay on behalf of the Hon Minister for Finance. Since he gave the assurance that he gave copies yesterday, even though they were not sufficient, I want to be sure that he has sufficient copies. If sufficient copies are in the House, why not? We understand that we are in a very tight moment, and if the Hon Minister is at the Committee, we have no objection for him to lay it on his behalf, but our concern was for the provision of sufficient copies.
Mr Speaker 11:13 a.m.
The Hon Majority Leader has assured and so shall we make progress.
Hon Majority Leader, you may lay the Paper.
PAPERS 11:13 a.m.
Mr Speaker 11:13 a.m.
Hon Members, item numbered 5 — Presentation and First Reading of Bills by the Hon Minister for Transport.
Mr Kyei-Mensah-Bonsu 11:23 a.m.
Mr Speaker, I guess we may have to stand item numbered 5 down because the leaders of the Committee are not here and I am not too sure of the status of the Bill.
Mr Speaker 11:23 a.m.
Is it not ready for presentation?
Mr Kyei-Mensah-Bonsu 11:23 a.m.
Mr Speaker, no, so we may have to stand it down.
Mr Speaker 11:23 a.m.
Hon Members, item listed 6; Motion by Chairman of the Committee? [Pause.]
It appears we are not in a position to proceed with that, so we would move to item listed 9; Companies Bill, 2018, at the Consideration Stage.
BILLS -- CONSIDERATION 11:23 a.m.
STAGE 11:23 a.m.
Mr Banda 11:23 a.m.
Mr Speaker, I beg to move, clause 271, headnote, at end, add “and restoration of companies”.
The new rendition will read:
“Dissolution of companies and restoration of companies”.
Mr Speaker, the headnote is supposed to give a short summary of what the content of the clause is about. The clause does not only deal with dissolution of companies but also speaks to restoration of companies. It is on that basis that this amendment is being proposed.
Mr Alexander K. K. Abban 11:23 a.m.
Mr Speaker, I would want to propose a further amendment to the headnote. Instead of “Dissolution of companies and restoration of companies”, could we not simply say --
Mr Speaker 11:23 a.m.
Hon Member, does the Hon Chairman of the Committee agree with your proposed amendment?
Mr Abban 11:23 a.m.
That is so, Mr Speaker.
Mr Speaker 11:23 a.m.
Then, please, put it together and let us not have this approach.
Mr Abban 11:23 a.m.
Mr Speaker, so, the headnote --
Mr Speaker 11:23 a.m.
Please, consult the Chairman of the Committee and let us have a joint presentation, particularly, in view of your proximity.
We should not be going forward and backward.
Mr Banda 11:23 a.m.
Mr Speaker, instead of “Dissolution of companies and restoration of companies”, he wants to put it simply as, “Dissolution and restoration of companies”.
Mr Speaker, I completely agree with him.
Question put and amendment agreed to.
Mr Banda 11:23 a.m.
Mr Speaker, I beg to move, clause 271(1), line 3, delete, “notify the fact” and insert “publish the record”.
Mr Speaker, the new rendition would therefore read 11:23 a.m.
“Where the Registrar is satisfied that the winding up of the company is complete, the Registrar shall strike the name of the company of the register and publish the record of the strike off in the Companies Bulletin.”
Mr Speaker, we think that this would make the provision more elegant and bring clarity to bare on the provision.
Mr H. Iddrisu 11:23 a.m.
Mr Speaker, I support the amendment, except to make an observation that we had said that to keep the elegance of this Companies Bill, 2018, the Gower form and character was still relevant. To “notify the fact”, in Gower's thinking, would be “to publish.” So it
Mr Speaker 11:23 a.m.
Hon Minority Leader, do you want us to go back to Gower? [Laughter.]
Mr Haruna Iddrisu 11:23 a.m.
Mr Speaker, I leave that to you to put the Question.
Mr Speaker 11:23 a.m.
This is the quintessence of the exercise; we would want to “de-Gower” the process. Gower is now otiose and we do not want it.
Hon Fuseini, do we modernise or de-modernise Gower?
Alhaji I. A. B. Fuseini 11:23 a.m.
Mr Speaker, I heard you. Gower came before 1963 actually. It presented us with a unique comprehensive code but from 1963 to date, a lot of water has passed under the bridge. It is totally otiose and this is an attempt to consolidate, harmonise and review Gower, so, some of his words could be jettisoned.
I thank you, Mr Speaker.
Mr Speaker 11:23 a.m.
Thank you very much. So Hon Chairman of the Committee, kindly re-propose your amendment and let us agree to it.
rose
Mr Speaker 11:23 a.m.
Hon Member, do you want to make a contribution?
Mr Chireh 11:23 a.m.
Mr Speaker, I am trying to understand the amendment. If we delete “notify the fact” in line 3 and replace it with “publish the record”, what about “of the strike off in the Companies Bulletin”?
What happens to those words? There is a conflict between what he is deleting and what we are publishing. We need to delete all and not just “notify the fact”. If we just remove “notify the fact” and put “publish the record”, the rest still remains.
Do we want them to remain?
Mr Banda 11:33 a.m.
Mr Speaker, the Hon Yieleh Chireh would agree with me that in drafting, we try to achieve clarity. That is very important. It is not like speaking the everyday language.
Mr Speaker, you will realise that under this particular provision, it says that 11:33 a.m.
“Where the Registrar is satisfied that the winding up of the company is complete …”
So that is a fact. The second leg of the provision says that when the name of the company is struck off, the -- that is also another fact.
So if we should delete “notify the fact of the strike off”, there will be a misleading impression that the publication of the fact is referrable to either the winding up or the striking off of the name of the company from the register.
Mr Speaker, in order to achieve clarity, it is better to complete the sentence by adding the “struck off” so that the new rendition will then be; “publish the record of the struck off”. So if you say; “publish the record”, which record are you publishing? Is it the winding up or it is the striking off of the name of the company from the register?
Therefore, I believe that we should leave the “struck off” in order to achieve clarity.
Mr Speaker 11:33 a.m.
Thank you very much. Hon Member, we will not be able to --
Yes, Hon Member.
Alhaji I.A.B. Fuseini 11:33 a.m.
Mr Speaker, like my initial intervention, “notify the fact” was just to record the fact that this company is off the register and you notify it in the company's bulletin.
Now, while we are saying that consistent with modern trends, we do not notify the fact -- You publish the record of the “struck off” in the company's bulletin. That is what we are seeking to do.
Question put and amendment agreed to.
Mr Speaker 11:33 a.m.
Hon Chairman, have you finished with clause 271?
Mr Banda 11:33 a.m.
Mr Speaker, except to say that in consonance with what we have been doing so far, clause 271(2)(b), insert “upon” instead of “on”.
Mr Speaker 11:33 a.m.
Thank you very much. I will put the Question on that.
Mr Banda 11:33 a.m.
Mr Speaker, that is clause 271(3)(b).
Mr Speaker 11:33 a.m.
Clause 271(3)(b)?
Mr Banda 11:33 a.m.
Mr Speaker, rightly so.
Mr Speaker 11:33 a.m.
That is actually consequential.
Question put and amendment agreed to.
Clause 271 as amended ordered to stand part of the Bill.
Clause 272 -- Dissolution without full winding up
Mr Banda 11:33 a.m.
Mr Speaker, I beg to move, clause 272, subclause (7), line 2, delete “twenty” and insert “twelve”.
Mr Speaker, clause 272(7) will read 11:33 a.m.
“When the name of a company is struck off the register under this section, at any time within

twelve years after the publication in the Companies Bulletin…'

The purpose is to reduce the number of years that a person can apply to have a struck-off name restored to the register.
Mr Iddrisu 11:33 a.m.
Mr Speaker, we are dealing with “Dissolution without full winding up”. Why would the Hon Chairman want to take off “twenty years” for a lower period? He should offer an explanation.
Mr Banda 11:33 a.m.
Mr Speaker, I think that I gave the explanation in my comments. What I said was that when the name of a company is struck off the register, that is not a full winding up of the company; probably, the company is not working and the Registrar thinks that the name of the company should be struck off from the register. When the name of the company is struck off and a member has up to twenty years to have the name restored, what we are saying is that 20 years is too lengthy a period.
So the Committee in its wisdom thought that they should reduce the twenty-year period to 12 years so that after the expiration of the twelve- year period, or within the twelve-year period, a member of the company can apply to the Registrar to have the struck-off name restored to the register. That is all we are saying, that instead of twenty years, we are reducing it to 12 years.
Mr Speaker 11:33 a.m.
If you will remember, at our last Meeting, it was said that a number of companies are just hanging in there. They are not operative and yet they continue to appear on the register and it makes the whole process haphazard. If that is so, then we may as well -- this is because there is also the power to apply to be restored.
Mr Iddrisu 11:33 a.m.
Mr Speaker, I get the explanation but within 12 years, I would like us to strengthen it with “not later than 10 years”. This is because within 10 years -- it is not the same thing as “not later than 10 years”. If we say; “within 10 years”, that is still within 20 years because it is a lesser period. So, we should have a cut-off date and by the cut-off date, I think that if the Hon Chairman has no objection, we should maintain “twelve years” and maybe, substitute the word “within”. “Within” means in the period up to 10 years, but I am saying that let us be definite that when it is 10 years, it should be so. We will be off the record if we are amenable into accepting that.
Mr Speaker 11:33 a.m.
Hon Chairman, your explanation is so accepted that it is being brought down to 10 years with that radar.
Alhaji I.A.B. Fuseini 11:33 a.m.
Mr Speaker, this is not a sanction. Within twelve years, if a person does not apply for the restoration of the company, he is perpetually barred.
Mr Speaker 11:33 a.m.
The Hon Minority Leader agrees that we should, therefore, put the Question.
Question put and amendment agreed to.
Mr Speaker 11:33 a.m.
Hon Chairman, anything more on clause 272?
Mr Banda 11:33 a.m.
Mr Speaker, that brings us --
Mr Speaker 11:33 a.m.
Any other amend- ment?
Mr Banda 11:33 a.m.
Mr Speaker, no.
Clause 272 as amended ordered to stand part of the Bill.
Clause 273 -- Service of documents by company
Mr Banda 11:33 a.m.
Mr Speaker, I beg to move, clause 273, subclause (6), line 1, delete “dispatched” and insert “despatched”.
Mr Speaker, that is just a spelling error. One is American and the other, British. It is not any controversial -
Mr Iddrisu 11:34 p.m.
Mr Speaker, I have heard the Leader and Hon Inusah Fuseini say that it is the same meaning. The Royal King of England was in the media yesterday and today after using the word, “realise” spelled with “ze” [Interruption] -- So they said that if we have British English, then we should behave British and not American. So he and Hon Inusah Fuseini should learn from that. There is a tabloid publication on the Queen
of England, I think Prince Charles sent a certain text message following the Paris church attack using “civilisation” and “realise”. So if we are American, let us maintain that and if we are British, let us do British. We cannot use “z” and come and use “s” and use “dispatch” with “i” and come with “e”.
Mr Speaker, the Hon Chairman should observe that in the same paragraph, the correct one is under. What do we do? So he is right. In the same clause 273, the “dispatch” is spelt properly with “de”.
Mr Speaker 11:34 p.m.
Hon Chairman? So are we going to be consistently British?
Mr Banda 11:34 p.m.
Yes, Mr Speaker.
Mr Speaker 11:34 p.m.
Let us not be misled by any nomenclatures. [Laughter.]
rose
Mr Speaker 11:34 p.m.
Hon Fuseini, are you up or down?
Alhaji I.A.B. Fuseini 11:34 p.m.
Mr Speaker, I am entirely with you. We have actually inherited from the British. But Ali Mazrui, your reference book to us, says that the African is confused in deeds as in words. This is because some are trained in America and some are trained in Britain, so we find that in the same literature, we have American spellings and British spellings, but in this case, we agree that we must be British.
Thank you, Mr Speaker.
Question put and amendment agreed to.
Mr Banda 11:34 p.m.
Mr Speaker, I beg to move, subclause (5), line 2, delete “secretary of a company” and insert “company secretary”.
Mr Speaker, so subclause (5) would read 11:34 p.m.
“Where it is proved that a document was in fact received by the director, managing director or company secretary
…”
Question put and amendment agreed to.
Mr Banda 11:34 p.m.
Mr Speaker, I beg to move, subclause (7), line 2, at end, add “except otherwise determined by the Rules of Court”.
Mr Speaker, the new rendition would read 11:34 p.m.
“… service of legal proceedings on a company except otherwise determined by the rules of court.”
rose
Mr Speaker 11:34 p.m.
Yes, Hon Fuseini?
Alhaji I.A.B. Fuseini 11:34 p.m.
Mr Speaker, in clause 274(4), “company's registered office” should read: “the registered office
of a company”. It is consequential, so I just would want to draw your attention, Mr Speaker.
Mr Speaker 11:34 p.m.
Hon Chairman, I hope you are in agreement?
Mr Banda 11:34 p.m.
Rightly so, Mr Speaker.
Mr Speaker 11:34 p.m.
Here we want to be explicit and operate with style.
Question put and amendment agreed to.
Mr Iddrisu 11:34 p.m.
Mr Speaker, I may have to seek your leave because I have no advertised amendment.
Mr Speaker, with clause 274 and with the growing use of technology and ICT, I would want to propose that clause 274(1) (a), line 2, after “by” insert “mail”.
Mr Speaker, e-mail is a way of communicating. Even the Registrar- General's Department itself is being encouraged to take full advantage of information and communications technology. So consequentially, even in clause 274(3), “In proving service it shall be sufficient to prove that a letter containing the document was properly addressed, prepaid, e- mailed and posted, whether or not by registered post.”
Mr Speaker, then this Bill would be technologically compliant. We should not just be living in the traditional world of posts. This is because I recall that there was a World Bank support for even the

So, Mr Speaker, if I have your leave, I beg to move, clause 274(1), after “by”, insert “mail” and subclause (3), after “prepaid”, insert “e-mail”.
Mr Kyei-Mensah-Bonsu 11:34 p.m.
Mr Speaker, I thought that if one transmits information by e-mail, he has still posted it by e-mail. E-mail is post. [Interruption]
Mr Iddrisu 11:34 p.m.
Mr Speaker, it is in subclause (b), “sending it to the official electronic mail address …” but I am saying that as a consequence, it should affect subclause (3). When we say “Prepaid and posted”, we should still make reference to the electronic process. I am simply saying that clause 274 can stand as it is but we should improve it by inserting “electronic mail” as part of what we have there. It can be a directive to the draftsperson.
Alhaji I.A.B.Fuseini 11:34 p.m.
Mr Speaker, this is a matter of law -- improving service by post, where the letter has been properly addressed to the receiver, the letter is deemed to have been received within a certain period of time after postage. It is proven service so if we add e-mail, it
would complicate the issue and there is no judicial decision yet on email, but I know that there is a judicial decision on posts.
Mr Iddrisu 11:34 p.m.
Mr Speaker, I may have forgotten it but he recalls that I used to be a good student of Contract Law. Byrne and Co v. Van Tienhoven established the principles of things by posts. As soon as a letter is put by post, there is a presumption in law of that process.
Mr Speaker, if you would recall -- So I am not saying that I have anything fundamentally opposed to this. I am also aware that, today, as we speak, the current Government is negotiating with the World Bank for support for e-justice system and others. That should be incorporated into it.
We are not making this law for yesterday. This law is for tomorrow and therefore, I am just saying that they should conceptualise the electronic platform into what the Registrar-General would do. I am sure, I would get it right but I would need your leave to give the proper quote of that contract reference to the Table Office. I am not too sure if it was Byrne. An offer made through the post is accepted as soon as the letter of acceptance is put into the post. If you remember, that is the principle it is imploring here even though it was of persuasive effect.
Mr Speaker, as you may recall, I am just saying that we accept the principle that you can direct the draftsperson that clause 274 must be electronically responsive. That is my argument.
Mr Speaker 11:53 a.m.
Clause 274 should be electronically responsive. The draftsperson should please examine it. Hon Members, let us make progress.
Question put and amendment agreed to.
Clause 274 as amended ordered to stand part of the Bill.
Mr Speaker 11:53 a.m.
Hon Members, clause 275.
Clause 275 -- Additional provisions relating to service
Mr Banda 11:53 a.m.
Mr Speaker, it appears we have not finished with clause 274, item numbered (vi).
Mr Speaker 11:53 a.m.
Do you have a further amendment for clause 274?
Mr Banda 11:53 a.m.
No, Mr Speaker, we have finished with clause 274.
Mr Kyei-Mensah-Bonsu 11:53 a.m.
Mr Speaker, there are items numbered (v) and (vi) under clause 274.
Some Hon Members 11:53 a.m.
We have done both.
Mr Kyei-Mensah-Bonsu 11:53 a.m.
Have we done both? -- The deletion of “secretary of the company” and insertion of “Company Secretary.”
Some Hon Members 11:53 a.m.
Yes!
Mr Speaker 11:53 a.m.
Clause 275.
Mr Banda 11:53 a.m.
Mr Speaker, I beg to move, clause 275, subclause (1), paragraph (b), line 3, at end, add “and”.
Question put and amendment agreed to.
Mr Speaker 11:53 a.m.
Hon Chairman, do you want to make a further amendment which is not advertised?
Mr Banda 11:53 a.m.
Mr Speaker, with your leave, I would like to make an amendment not advertised, but it is a minor proposed amendment.
Mr Speaker 11:53 a.m.
You would proceed, Chairman.
Mr Banda 11:53 a.m.
Mr Speaker, under clause 275, subclause (2), the first line of the concluding paragraph, “…and the documents are returned unclaimed two…”

Mr Speaker, instead of “for”, I would insert “on”. “…on two consecutive times.”
Mr Speaker 11:53 a.m.
Yes, Hon Yieleh Chireh?
Mr Chireh 11:53 a.m.
Mr Speaker, I do not see why we should add “for” or “on.” When something is unclaimed, it is unclaimed. Why would he say “…unclaimed on…”?
Mr Banda 11:53 a.m.
Mr Speaker, I thought that it would make it linguistically clearer and correct, if we insert “…on two consecutive times,” instead of leaving it as it is now, it is not clear.
Mr Speaker 11:53 a.m.
Hon Chairman, for two consecutive times, it is “unclaimed” and I think it is clear. But “…unclaimed on two consecutive times…” is to me rather --
Mr Banda 11:53 a.m.
Mr Speaker, this is my proposed amendment.
“…unclaimed on two consecutive times…”
Mr Shaibu Mahama 11:53 a.m.
Mr Speaker, I agree with the Chairman. Claim has to be on a number of times. So if we put the new rendition to be “…on two consecutive times…” that makes it more elegant.
Mr Speaker 11:53 a.m.
If it is “times”, it cannot be “on”. It is “…for two consecutive times…”, not “…on two consecutive times…” That sounds rather --
Finally, Hon Chairman?
Mr Banda 11:53 a.m.
Mr Speaker, finally, I would propose that between “unclaimed” and “two”, we should insert “on”.
Question put and amendment agreed to.
Clause 275 as amended ordered to stand part of the Bill.
Clause 276 -- Books and registers
Mr Banda 11:53 a.m.
Mr Speaker, I beg to move, clause 276, subclause (1), line 1, delete “book of account” and insert “accounting record”.
Mr Speaker, it is a new terminology according to International Financial Reporting Standard (IFRS).
Mr Speaker 11:53 a.m.
We are modernising.
Question put and amendment agreed to.
Mr Banda 11:53 a.m.
Mr Speaker, I beg to move, clause 276, subclause (2), line 1, delete “book of account” and insert “accounting record” and in line 4, at end, add ‘‘And retrieval''.
It is consequential.
Question put and amendment agreed to.
Mr Banda 11:53 a.m.
Mr Speaker, I beg to move, clause 276, subclause (2), line 1, at the end, add “and retrieval”.
Question put and amendment agreed to.
Clause 276 as amended ordered to stand part of the Bill.
Clause 277 -- Control of public invitations
Mr Speaker 11:53 a.m.
There is no listed amendment. Hon Chairman, do you have any amendment?
Mr Banda 11:53 a.m.
No, Mr Speaker.
Mr Iddrisu 12:03 p.m.
Mr Speaker, even though there is no advertised amendment on clause 277, following the establishment of the Securities and Exchange Commission (SEC)and what we have seen with many corporate entities listing, the headnote “Control of public invitations” -- is it public invitations or the control of it? First of all, my problem is with the headnote.

Mr Speaker, now what we read variously in the newspapers -- they use “offer”. Even though I see the “offer” somewhere in the general body language -- In public invitation, we would see the Securities and Exchange Commission publish that there is an offer to the public even though it may connote same as a public invitation. I just thought that we should think through, particularly for those who follow the work of the Securities and Exchange Commission.

Mr Speaker, what comes to my mind immediately is the Agricultural Development Bank when they needed to list a public offer. Even the publication in the newspapers would not be one of invitation -- it would read “Public Offer”. So, I am wondering whether “Public Invitation” or “Public Offer” would mean the same.
Mr Banda 12:03 p.m.
Mr Speaker, I think that the two are the same.
Invitation to the public to purchase shares is the same as offering shares to the public to purchase. So, within the context of clause 277, the two would mean the same.
Mr Iddrisu 12:03 p.m.
Mr Speaker, I do not know if the Hon Chairman is amenable and would he accept a new rendition for clause 277 (3) as “Where an invitation or an offer to the public …”? If he finds this rendition good, then we could insert it because of the practical experience of “offer”. [Interruption.]
Alhaji I.A.B. Fuseini 12:03 p.m.
Mr Speaker, he is right. Invitation to the public is the same as the Initial Public Offers (IPOs). So, if we want to import the word “offer”, then we should not go to subsection (3) because that would be the first time that we use the word “offer”. We should go up and use it in clause 277(1). So, it could read “invitations or offers to the public” and then the rest would follow, but if we just introduce it in subclause (3), then it would create a confusion.
Mr Speaker 12:03 p.m.
For the avoidance of doubt, it could be “offer to the public” because public offer could in itself become a legal controversy in some cases. It has become a term of art.
Mr Banda 12:03 p.m.
Mr Speaker, with the greatest of respect, I beg to differ although the two are the same, because this is the language that is commonly used in the business fraternity.
Secondly, there are a number of judicial pronouncements on this, and in drafting, when two words mean the same, we do not have to launch into interpretational problems by using “either” and “or” unless we want to say --
Mr Speaker 12:03 p.m.
Hon Chairman, except that if the two words from you mean the same, then other Hon Members could insist on clarity and avoidance of doubt.
Mr Kyei-Mensah-Bonsu 12:03 p.m.
Mr Speaker, indeed, there is no doubt because clause 278 provides that:
“For the purposes of this Act, an invitation is made to the public if an offer or invitation is made to make an offer is …”
Mr Speaker, so it has been used interchangeably in clause 278, and what it means is that wherever there is “invitation to the public” then it also means “an offer to the public.” So, we do not need to populate the whole clause with “either” and “or” throughout.
Mr Chireh 12:03 p.m.
Mr Speaker, clause 277 is clear because we are talking about invitation but in clause 278, we are now defining it. Once we define it, we would not need to put it there because it would clarify clause 278. The only reason we have clause 278 is of the definition and it gives us an indication of what is meant in clause
277.
Mr Speaker 12:03 p.m.
So, as Hon Chireh said, if there is any doubt, then it would be manifested by clause 278; therefore, we should let sleeping dogs lie.
Hon Minority Leader.
Mr Iddrisu 12:03 p.m.
Mr Speaker, I am persuaded and I would yield to it. But with practical experience, I have seen publications and I have just requested for the Security and Industry Act, 2016 (Act 929) so that I would satisfy myself. This is because all of them bundled the word “IPO” and not Initial Public Invitation (IPI). That is why I sought for that clarity.
As I have said, I would insist on my position for the record because of the fact that the Parliamentary Debates is now a guide for interpretation. So, whenever there is a judicial question to be answered, they would appreciate that whenever the word “invitation” is used, it actually means “offer” as well as “invitation”.
Mr Speaker 12:03 p.m.
Thank you very much.
I would put the Question.
Clause 277 ordered to stand part of the Bill.
Clause 278 -- Meaning of “invitations to the public”
Mr Banda 12:03 p.m.
Mr Speaker, I beg to move, clause 278 subclause (3), line 4, delete “(3)” and insert “(5)”.
Mr Speaker, it was a typographical error, so instead of subsection (3) we would insert subsection (5) which is the appropriate one.
Mr Speaker 12:03 p.m.
Hon Chairman, you would explain further.
Mr Banda 12:03 p.m.
Mr Speaker, this is referring to an invitation to the public and subclause (3) says that if the invitation is to the exclusive members of the company or debenture holders, then that is not an invitation to the public.
Mr Speaker, subsection (3) of clause 278 says that an invitation made by a private company exclusively to its members or debenture holders is not an invitation to the public. This is what it says. The prescription is also given under subsection (5). Subsection (3) says that if the invitation is of the nature given under subsection (5), but not subsection (3), it means that the invitation is not to the public. That is why I am saying that subsection (3) cannot refer to itself.
Mr Speaker, if we want a better a clarification, then I beg to seek your leave to read subsection (5):
“For the purposes of sections 312 to 325 the expression ‘invitation to the public' bears
the meaning assigned to it in section 278 but an invitation made on behalf of an external or non-Ghanaian company, as if the company exclusively to its existing shareholders and debenture holders, which is not greater in number than is prescribed by the subsection (3) of section 7, and its existing employees is not an invitation to the public…”
So, Mr Speaker, subsection (3) and subsection (5) are talking about the same thing, except that subsection (3) is making specific reference to subsection (5) as the prescribed method of making invitation to its members.
Alhaji Muntaka 12:13 p.m.
Mr Speaker, the Hon Chairman should take his time and look at what is there. It says “by subsection (3) of section 7”, but he was reading subsection (5) of clause 278, so that is the confusion that I say he should help us with. This is making reference to subsection (3) of section 7, so if he is making that amendment, he should let us follow.
So, is he on section 7 or clause 278? Which of them, because when he said Mr Speaker should permit him to read, he was reading subsection (5) of clause 278? We should be able to follow him.
Mr Chireh 12:13 p.m.
Mr Speaker, the issue I wanted to raise is that he should read subsection (3) of clause 278 to us, and why he thinks there is
a conflict. There cannot be a conflict when he is referring to subsection (7).
Mr Speaker, looking at what the Hon Member wants to correct, what is he aiming at? He wants to correct the subsection (3), and it says, “ for the purposes of subsection (1), an invitation made by or on behalf of a private company exclusively to its existing shareholders and debenture holders which is not greater in number than is prescribed by subsection (3) of section 7 --” [Interruption] - In the whole Companies Bill, 2018, we have section 7, which is on page 24.
If it has no relevance, what is he correcting? But to say that it is referring to itself, no. He must tell us why the section 7 should not be there. This is the section, so the error must be because he is referring to section 7, which is on page 24.
Mr S. Mahama 12:13 p.m.
Mr Speaker, I think the appropriate section should be clause 278 and not section 7. If we make reference to section 7, it has really no relevance.
Section 7 in this Bill talks about the types of companies, so the particular reference under 278 should be subsection (5) of section 278, or of this section.
Mr Banda 12:13 p.m.
Mr Speaker, I think that it is section 7(5). When we go to section 7, it deals with types of companies. When we go to subsection (5), it talks about a private company, and what it says is that the
total number of a private company must not exceed 50, according to the law.
So, Mr Speaker, if clause 278 makes reference to subsection (5) of section 7, all that it says is that if the invitation is to the members of the company, which number has been given in section 7 (5) as not exceeding 50, then it means that that invitation is not to the public, but it is exclusively to its own members.
Initially I was making a wrong reference to clause 278 (5). The correct reference is section 7(5), which is correct, but not section 7(3); it is because section 7(3) talks about something different.
Section 7(3) says:
“A company limited by shares and an unlimited company shall for the purposes of incorpora- tion be registered with shares”.
This section does not talk about any number. What it talks about is a number as in reference to a private company in subsection (5), which restricts or limits the number of members of a private company to 50.
Mr Speaker 12:13 p.m.
Shall we put the Question then?
Mr Chireh 12:13 p.m.
Mr Speaker, if you look at clause 278, you have subsection (3), and in the narration of subsection (3), you have subsection (3) of section 7.
Mr Speaker 12:13 p.m.
Hon Chairman, are you with Hon Yieleh Chireh?
Alhaji Fuseini 12:13 p.m.
Mr Speaker, we could step it down, so that when we come back -- I have read it again. I went to section 7. Section 7 of this Act deals with the incorporation of companies, and there is no clause 3 of section 7 of this Act -- [Interruption]-- even subsection (5) of section 7 --
Mr Speaker, we would go over it again. I was looking at subsection (3), and it was the formation, but it seems subsection (5) says a private company is a company which, by virtue of its constitution, restricts the rights to transfer its shares, limits the total number of its members and debenture holders to not including --
Mr Kyei-Mensah-Bonsu 12:23 p.m.
Mr Speaker, when we got to section 7(5), remember we gave it a sub-heading, “Private and public companies”.
And then in clause 7(5)(b), we said:
“A private company is a company which by virtue its of constitution
(b) limits the total number of its members and debenture holders to fifty.”
That is what the Hon Member referred to. There was an amendment to that. We limited it to 50 which is what he referred to. If you read the original, you may not get the meaning. We effected an amendment. We said it should be limited to 50, which is what we have now cross-referenced.
Mr Speaker, the Hon Chairman is right in proposing that it is subsection (5) and not subsection (3) of section
7.
Mr Speaker 12:23 p.m.
Can we, therefore, put the Question and proceed?
Mr Kyei-Mensah-Bonsu 12:23 p.m.
Mr Speaker, what it means is that for clause 278(5), there should be a consequential amendment. In line 6, we should delete “(3)” and insert “(5)” so we put the two together.
Question put and amendment agreed to.
Mr Speaker 12:23 p.m.
There is a further amendment to clause 278 in the name of the Hon Chairman.
Mr Banda 12:23 p.m.
Mr Speaker, I beg to move, clause 278, subclause (5), line 4, delete “as if the company”.
Mr Speaker, it would therefore read 12:23 p.m.
“… on behalf of an external or non-Ghanaian company, exclusively to its existing shareholders …”
Mr Speaker, “as if the company” does not add anything to the meaning of the subsection. We have a similar phrase under clause 278(3).
Question put and amendment agreed to.
Clause 278 as amended ordered to stand part of the Bill.
Clause 279 -- Offers for sale deemed to be made by company
Mr Speaker 12:23 p.m.
There is no advertised amendment.
Mr Banda 12:23 p.m.
Mr Speaker, there is no advertised amendment, but there is a consequential amendment under clause 279(1)(b). The concluding part of the provision should be:
“… it shall be assumed, unless the contrary is proven …”.
Mr Speaker 12:23 p.m.
What do you want to add?
Mr Banda 12:23 p.m.
Mr Speaker, it is in clause 279(3)(b).
Mr Speaker 12:23 p.m.
It appears now Hon Members are with you.
Alhaji Muntaka 12:23 p.m.
Mr Speaker, the Hon Chairman mentioned clause 279(1)(b). Now that he has mentioned clause 279(3)(b), he could take the amendment so that we could follow. Initially, he said clause 279(1), so we struggled to locate what he read.
Mr Speaker 12:23 p.m.
Hon Chairman, you may repeat the amendment.
Mr Banda 12:23 p.m.
Mr Speaker, it is clause 279(3)(b). In the first line of the concluding part of the provision, the word “shown” should be deleted and in its place, “proven” inserted. So, it would read:
“… it shall be assumed, unless the contrary is proven …”
Question put and amendment agreed to.
Mr Speaker 12:23 p.m.
Hon Chairman, any further amendment to clause 279?
Mr Banda 12:23 p.m.
Mr Speaker, there is none.
Clause 279 as amended ordered to stand part of the Bill.
Clause 280 ordered to stand part of the Bill.
Mr Speaker 12:23 p.m.
Hon Members, we expect some work from the Finance
Mr Speaker 12:23 p.m.
Hon Majority Leader, I suppose we are going on with the Consideration Stage?
Mr Kyei-Mensah-Bonsu 12:23 p.m.
That is so, Mr Speaker.
Mr Speaker 12:23 p.m.
Hon Chairman of the Committee, are you ready?
Mr Banda 12:23 p.m.
Rightly so, Mr Speaker.
Mr Speaker 12:23 p.m.
Item numbered 9 (xiii), clause 281.
Clause 281 -- Documents to be annexed to the annual return of a private company
Mr Banda 12:23 p.m.
Mr Speaker, I beg to move, clause 281, subclause (2), paragraph (a), line 1, delete “financial statement” and insert “statement of financial position”.
This is the new terminology now.
Mr Speaker 12:23 p.m.
This is something we have canvassed and recanvassed, so I would put the Question.
Question put and amendment agreed to.
Mr Banda 12:23 p.m.
Mr Speaker, I beg to move, clause 281, subclause (3), line 3, delete “secretary of the company” and insert “Company Secretary”.
That is the language we have been using.
Mr Speaker 12:23 p.m.
This has also been revisited by us.
Question put and amendment agreed to.
Mr Banda 12:23 p.m.
Mr Speaker, I beg to move, clause 281, subclause (4), line 2, delete “secretary of the company” and insert “Company Secretary”.
Mr Speaker, the same conse- quential amendment.
Mr Speaker 12:23 p.m.
It follows accordingly.
Question put and amendment agreed to.
Clause 281 as amended ordered to stand part of the Bill.
Clause 282 ordered to stand part of the Bill.
Clause 283 -- Appointment and removal of directors of private companies
Mr Banda 12:23 p.m.
Mr Speaker, I beg to move, clause 283 (1), line 3, delete “company's registered constitution” and insert “the registered constitution of the company”. The same thing applies to subclause 2, line 1.
Question put and amendment agreed to.
Clause 283 as amended ordered to stand part of the Bill.
Clause 284 ordered to stand part of the Bill.
Clause 285 -- Conversion of private company to public company
Mr Banda 12:23 p.m.
Mr Speaker, I beg to move, clause 285, subclause (1), paragraph (a), lines 1 and 2, delete “as required by subsection (4) of section 7” and delete same in paragraph (b), lines 3 and 4.
Mr Speaker, the new rendition would read, “it alters its capacity to operate as a private company”; and it would end there. Under paragraph (b), it would also end at “as a private company” in the third line.
Question put and amendment agreed to.
Mr Banda 12:23 p.m.
Mr Speaker, I beg to move, clause 285, subclause (2), line 3, delete “of a company”.
It does not make sense to leave it there.
Mr Speaker 12:23 p.m.
Hon Members, this is straightforward enough.
Question put and amendment agreed to.
Clause 285 as amended ordered to stand part of the Bill.
Clause 286 ordered to stand part of the Bill.
Clause 287 -- Prospectus on invitations to the public to acquire or dispose of securities
Mr Banda 12:23 p.m.
Mr Speaker, I beg to move, clause 287, subclause (2), paragraph (a), line 5, at end, add “and”.
Mr Speaker, “and” would appear immediately after “change” and then paragraph (b) would continue.
Question put and amendment agreed to.
Clause 287 as amended ordered to stand part of the Bill.
Clause 288 ordered to stand part of the Bill.
Clause 289 -- Certificates of exemption
Mr Banda 12:23 p.m.
Mr Speaker, I beg to move, clause 289, subclause (1), delete and insert the following:
Mr Banda 3:52 p.m.
Mr Speaker, I beg to move, clause 289, subclause (3), line 3, delete “stock exchange” and insert “Commission” and also do same in line 4.
Mr Speaker, the same explanation or reason applies.
Mr Speaker 3:52 p.m.
Hon Members, it follows accordingly, and I will put the Question.
Question put and amendment agreed to.
Clause 289 as variously amended ordered to stand part of the Bill.
Clause 290 — Expert's consent
Mr Banda 3:52 p.m.
Mr Speaker, I beg to move, clause 290, subclause (3), line 1, after “includes” insert “lawyer”.
Mr Speaker, the new rendition would now read 3:52 p.m.
“(3) In this section the expression “expert” includes, lawyer, engineer, valuer, accountant, assayer, and any other person whose profession or calling gives authority to a statement by that person.
Question put and amendment agreed to.
Mr Banda — rose --
Mr Speaker, sorry to take us back to the heading of clause 290 — “Expert's consent”. It should read, “Consent of expert”.
Mr Speaker 3:52 p.m.
Very well.
I think that is clear enough.
Question put and amendment agreed to.
Clause 290 as amended ordered to stand part of the Bill.
Clause 291 — Registration of prospectus
Mr Banda 3:52 p.m.
Mr Speaker, there is no listed amendment but I have two minor amendments under clause 291.
Mr Speaker, I beg to move, clause 291, subclause (2), line 5, after “by”, delete “ person's agent” and insert “the agent of that person”.
Mr Speaker, I further beg to move, clause 291, subclause (5), paragraph (b), line 7, delete “stock exchange” and insert “commission”.
Question put and amendment agreed to.
Mr Chireh 3:52 p.m.
Mr Speaker, I did not get the first amendment moved by the Hon Chairman on clause 291.
Mr Speaker 3:52 p.m.
So should I put the Question? — [Pause.]
Question put and amendment agreed to.
Clause 291 as amended ordered to stand part of the Bill.
Clause 292 — Waiting period
Mr Chireh 3:52 p.m.
Mr Speaker, if you may direct the draftspersons to consequentially effect the change of “stock exchange” into “Commission” in the subsequent clauses.
Mr Speaker 3:52 p.m.
Hon Member, are you talking of clause 292 or 291?
Hon Chairman, are you agreeable?
Mr Banda 3:52 p.m.
Mr Speaker, the ‘‘subsequent stock exchange'' will not apply. It will apply in respect of clause 291(5), but the ‘‘stock exchange'' mentioned in clause 291(6) will still remain.
Mr Speaker 3:52 p.m.
Hon Yieleh Chireh are you agreeable?
Very well.
Shall we now move on to clause
292?
Mr Chireh 3:52 p.m.
Mr Speaker, does it mean it is not referring to our Commission but the stock exchange?
Clause 292 ordered to stand part of the Bill.
Clauses 293 and 294 ordered to stand part of the Bill.
Clause 295 — Minimum subscrip- tion
Mr Banda 3:52 p.m.
Mr Speaker, I beg to move, clause 295, subclause (6), line 5, delete “an” and insert “every”.
Mr Speaker, instead of “an officer”, it would read, “every officer”. It is straightforward.
Question put and amendment agreed to.
Clause 295 as amended ordered to stand part of the Bill.
Mr Banda 4:02 p.m.
Mr Speaker, I beg to move, clause 296, subclause (5), paragraph (b), subparagraph (ii), line 2, delete “it” and insert “the consent”,
Mr Speaker, the new rendition would now read 4:02 p.m.
“that having given the consent under section 290 that person withdrew the consent in writing before delivery of the prospectus for registration; or”
Question put and amendment agreed to.
Clause 296 as amended ordered to stand part of the Bill.
Clause 297 ordered to stand part of the Bill.
Clause 298 -- Voting rights of shares offered to the public
Mr Banda 4:02 p.m.
Mr Speaker, I beg to move, clause 298(1), line 3, delete “company” and insert “company as stated as” and also delete “in the case of shares issued after the commencement of this Act”.
Mr Speaker, the new rendition would therefore read 4:02 p.m.
“(1) An invitation shall not be made to the public to acquire shares in a public company unless the voting rights attached to the shares of the company as stated as required by sections 52 and 53.”
Question put and amendment agreed to.
Mr Banda 4:02 p.m.
Mr Speaker, I beg to move, clause 298(2), line 2, after “liable” insert “to” and in line 4, delete “an” and insert “every”.
Mr Speaker, it would read 4:02 p.m.
“…that person is liable to pay…every officer”
Question put and amendment agreed to.
Clause 298 as amended ordered to stand part of the Bill.
Clause 299 -- Public invitations to deposit money with public companies
Mr Banda 4:02 p.m.
Mr Speaker, under this we have --
rose
Mr Speaker 4:02 p.m.
Yes, Hon Majority Leader?
Mr Kyei-Mensah-Bonsu 4:02 p.m.
Mr Speaker, I just would want to inquire from the Hon Chairman if the Committee is content with the construction of the last line of clause 298(2); “…the company and an
officer of the company who is in default is liable to a like penalty.”
Alhaji I. A. B. Fuseini 4:02 p.m.
Mr Speaker, in the same provision, that person who makes an invitation to the public in breach of subsection (1) is liable to pay to the Registrar an administrative penalty of one thousand penalty units. So, the likely penalty is that the company and every officer of the company is liable to pay to the Registrar an administrative penalty of one thousand penalty unit like the one in line 3 of clause 298 (2). [Interruption.] All right, we could make it complete.
Mr Speaker 4:02 p.m.
So, what is the proposed amendment?
Mr Kyei-Mensah-Bonsu 4:02 p.m.
Mr Speaker, I thought that to make it reader-friendly, we make it, “is liable to the same penalty”.
Mr Speaker 4:02 p.m.
Is it “is liable to pay the same penalty” or “liable to the same penalty”?
Mr Banda 4:02 p.m.
Mr Speaker, out of abundance of caution and for the sake of clarity, why do we not repeat everything?
Mr Speaker 4:02 p.m.
So, do you agree with the amendment?
Mr Banda 4:02 p.m.
Rightly so, Mr Speaker.
Question put and amendment agreed to.
Clause 298 as further amended ordered to stand part of the Bill.
Clause 299 -- Public invitations to deposit money with public companies
Mr Banda 4:02 p.m.
Mr Speaker, I beg to move, clause 299, subclause (1), paragraph (a), lines 1 and 2, delete “section 24 of the Companies Ordinance (Cap. 193)” and insert “the Banks and Specialised Deposit- Taking Institutions Act, 2016 (Act 930) and Non-Bank Financial Institutions Act, 2008 (Act 774)”.
Mr Speaker, the Companies Ordinance (Cap. 193) is no longer applicable because it has been repealed.
Question put and amendment agreed to.
Mr Speaker 4:02 p.m.
Hon Chairman, do you have a further amendment?
Mr Banda 4:02 p.m.
Mr Speaker, it is just a minor consequential amendment with respect to the second line of clause 299(1)(a); “or a statutory re- enactment of that section,” should also be deleted.
Question put and amendment agreed to.
Clauses 299 as amended ordered to stand part of the Bill.
Clauses 300 and 301 ordered to stand part of the Bill.

Clause 302 -- Registrar to waive or modify the application of Part A of Chapter Four
Mr Banda 4:02 p.m.
Mr Speaker, I beg to move, clause 302, headnote, delete “Registrar” and insert “Commission”.
Mr Speaker, the Commission is the appropriate authority to waive or modify within this context.
Mr Chireh 4:02 p.m.
Mr Speaker, which “Commission” is replacing “Registrar”? In the context that we would want to --
He has mentioned the Securities Exchange Commission (SEC); which commission is this one?
Mr Banda 4:12 p.m.
Mr Speaker, you are a friend to the SEC; it is the same Commission we are referring to.
Mr Speaker 4:12 p.m.
Hon Chireh, are you satisfied?
Question put and amendment agreed to.
Mr Banda 4:12 p.m.
Mr Speaker, I beg to move, clause 302, subclause (1), line 1, delete “Registrar” and insert “Commission”.
Mr Speaker 4:12 p.m.
That is clear.
Question put and amendment agreed to.
Mr Banda 4:12 p.m.
Mr Speaker, I beg to move, clause 302, subclause (2), line 2, delete “Registrar” and insert “Commission”.
Mr Speaker, this is a consequential amendment.
Mr Speaker 4:12 p.m.
Hon Members, this flows from the above.
Question put and amendment agreed to.
Clause 302 as amended ordered to stand part of the Bill.
Mr Speaker 4:12 p.m.
Hon Members, there is no listed amendment to clause
303.
Mr Banda 4:12 p.m.
Mr Speaker, I beg to move, under clause 303, line 4: “…if the shareholder shows…” should read; ‘if the shareholder proves'. This is just a minor consequential amendment.
Question put and amendment agreed to.
Clause 303 as amended ordered to stand part of the Bill.
Mr Speaker 4:12 p.m.
Hon Members, is there any proposed amendment on the Floor?
Mr Banda 4:12 p.m.
Mr Speaker, there is none.
Clause 304 ordered to stand part of the Bill.
Clause 305 -- Restrictions on the transferability of securities of public companies
Mr Banda 4:12 p.m.
Mr Speaker, I beg to move, clause 305, subclause (4), delete.
Mr Speaker, the reason is simple. We cannot place a restriction on a public company with respect to transfer of shares.
Question put and amendment agreed to.
Mr Banda 4:12 p.m.
Mr Speaker, there is a minor amendment, though not advertised. The third line under clause 305(2) (b);
“preclude a company from refusing to register a transfer of shares to a person who is an infant or a person found by a court of competent jurisdiction to be of unsound mind”.
Mr Speaker, I beg to move, instead of “to be a person of unsound mind”, I propose that “a person” should be deleted.
Question put and amendment agreed to.
Alhaji I.A.B. Fuseini 4:12 p.m.
Mr Speaker, clause 305(1), line 4, the last word, to all intents and purposes, “ineffective” should be; ‘void'.
Mr Banda 4:12 p.m.
Mr Speaker, I have no objection because the sense remains.
Question put and amendment agreed to.
Mr Kyei-Mensah-Bonsu 4:12 p.m.
Mr Speaker, for clause 305(2), the preclusion really relates to three categories of persons; an infant, a person found by a court of competent jurisdiction to be of unsound mind and a bankrupt person. Is there any reason for leaving out the third category which is a bankrupt person?
Alhaji I.A.B. Fuseini 4:12 p.m.
Mr Speaker, there should be a reason for leaving out a bankrupt person. By definition, a bankrupt person is one who cannot meet his liabilities. This is because he has no assets to meet those liabilities and so, if we transfer shares to a bankrupt person, he no longer becomes bankrupt. This is because he will have property to offset his liabilities and one cannot actually be bankrupt at all if he or she has shares unless those shares cannot meet the liabilities. That should be the reason.
Mr Speaker, this particular provision deals with situations where a person wills -- or if that person dies intestate, the shares of that person devolves to an infant, the Registrar is entitled to register the interest as the beneficial owner of the shares. Or even if that person is of sound mind and shares have been willed or he is the beneficial owner of the shares, the Registrar will be entitled to register that person's name. [Interruption.] -- That is the position of the law.
Mr Samuel A. Akyea 4:12 p.m.
Mr Speaker, you cannot vest shares in an individual of unsound mind. That is the first point.
The second point is that you cannot also equally vest any shares in a minor -- [Interruption] -- You can vest shares in the name of a minor who has a trustee so that the trustee will take care of the interest, for and on behalf of the individual of unsound mind and also the minor.
Mr Speaker, so I agree with the Hon Member to the extent that a Registrar could vest the shares but it should be clear that the Registrar holds the interest of the shares in trust for the individual of unsound mind and the minor. This is the position of the law because we cannot say that somebody who has not got his systems working should be the beneficiary of shares.
Also, a child cannot exercise any right over the shares and so it is the Registrar --
Mr Speaker 4:12 p.m.
Hon Member, are you talking about the beneficiary of the shares per se?
Mr Akyea 4:12 p.m.
Mr Speaker, yes. You cannot say that somebody who is a minor should be a beneficiary of a shares unless you wire it through a trustee. This is what it is as it is the position of the law, because to all intents and purposes, the minor cannot exercise any interest whatsoever.
Mr Speaker 4:22 p.m.
So, he would be a beneficiary, save that it must be clear that he enjoys that benefit via a trustee.
Mr Speaker 4:22 p.m.
So, once that is provided for in extenso then it is covered. Only that it would not just stand as if that minor is an adult or that person of unsound mind is of a sound mind. It is just a matter of qualifying it.
Mr Akyea 4:22 p.m.
Mr Speaker, yes, it should be qualified because immediately we vest directly, then the interest of a person of unsound mind or a minor is not respected by law. Mr Speaker, because those individuals are not qualified to hold shares.
Mr Speaker 4:22 p.m.
What to do is to simply provide in extenso. So, let us go that long haul and qualify it for the avoidance of any doubt.
Mr Akyea 4:22 p.m.
Mr Speaker, precisely.
Alhaji Fuseini 4:22 p.m.
Mr Speaker, we would need to be very clear on this
-- 4:22 p.m.
Mr Speaker 4:22 p.m.
Hon Members, if a person of unsound mind has the shares by himself as such, then we should pay to him without reference to any other person and this is illegal. But once we would have to pay him through a trustee because of his
defect, then that must be stated in full for the avoidance of any doubt.
Alhaji I.A.B. Fuseini 4:22 p.m.
Mr Speaker, that is true and I agree to that extent. Mr Speaker, but we are talking about two things; legal ownership and equitable ownership.
This law is dealing with legal ownership so the child or the person of unsound mind would be the legal owner of those shares except that they cannot deal in them. They must deal in them by their next friend or by a trustee. These are two different things. That is why if we are to record in the book of shareholders, the infant is the shareholder except that he deals with it through his next friend. That is what happens.
Mr Speaker 4:22 p.m.
So, should it not be provided for?
Alhaji I.A.B. Fuseini 4:22 p.m.
Mr Speaker, it should not be provided for. It is by law in equity.
Mr Akyea 4:22 p.m.
Mr Speaker, with the greatest of respect, immediately shares are vested in a person of unsound mind, it becomes void because the person of unsound mind is not even capable of appreciating what is being done for him and that is why it should go through a trustee. That is the position of the law, so if you are interested, then I would give you authorities on that.
Mr Speaker 4:22 p.m.
Because that person is not a lex persona -- he is not a legal person.
Mr Akyea 4:22 p.m.
Mr Speaker, yes, the person is unqualified because of the state of his mind to even appreciate what is being vested. Would a mad person even appreciate what is being done? That is why somebody of a sound mind should be the manager of that interest.
Mr Speaker 4:22 p.m.
Hon Chairman, could we simply provide for a manager by way of making it in extenso and then we move forward?
Mr Banda 4:22 p.m.
Mr Speaker, I think that this is a matter of law; an infant cannot enter into a contract and a mad person cannot enter into a contract, but that is not to say that shares --
Mr Speaker 4:22 p.m.
Please capture it for us.
Mr Banda 4:22 p.m.
Mr Speaker, we do not need to change the character of the language. The position of the law is abundantly clear on this; the capacity to enter into a contract and a minor person being a beneficiary are two different things, except that when it comes to the transfer of shares to a minor, I would agree with the Hon Minister for Water Resources, Works and Housing. The minor transferee does not have the capacity to sign and so it must be done through a trustee. In the same way, a mad person does not also have the capacity to sign and he must do so through a next friend or a trustee.
Mr Speaker, so I agree with both. His is that a minor cannot enter into a contract but could only do so through a next person and --
Mr Banda 4:22 p.m.


marry the two positions which are, in effect, with a qualification admissible?

Hon Akyea, I would be glad if you may help with the formulation.
Mr Akyea 4:22 p.m.
Mr Speaker, if we should formulate it, then I would want a rendition that goes as follows: “the shares of a beneficiary minor should be held in trust for that minor by the Registrar General”. Mr Speaker, it should be same for the individual of unsound mind. So, both the legal and beneficial interest of the shares should vest in the Registrar General as the trustee of that --
Mr Speaker 4:22 p.m.
But assuming someone wants to create shares for a child or a dependent and would want to elect his own trustee, would he have to put the Registrar General as the trustee?
Mr Akyea 4:22 p.m.
Mr Speaker, in the event that a person would want to give to a minor, then in the vesting document the person would, of necessity, have to state who the trustee is. If not, then it would be void in law.
Mr Speaker 4:22 p.m.
So, put it comprehensively for us then. The first rendition must give the impression that in other to validate that which is vested in a minor or a person of unsound mind, the Registrar General must be brought in which, of course, cannot be.
So, could you re-formulate for us?
Mr Akyea 4:22 p.m.
Mr Speaker, the new formulation could be “unless a transferor of shares should name the trustees in the event of the beneficiary being a minor or a person of unsound mind, the Registrar General should be the trustee in the circumstance.''
Mr Speaker 4:22 p.m.
Hon Yieleh Chireh.
Mr Chireh 4:22 p.m.
Mr Speaker, this new debate on Company Law would not help us. We are dealing with a specific clause in the Bill and that clause is headed, “Restrictions on the transferability of securities of public companies”. Mr Speaker, it has subclause (1) which reads:
“Despite subsection (2) of section 98, the constitution of a public company shall not impose a restriction on the right to transfer shares of the company and if the constitution purports to impose that restriction it shall be ineffective.”
Mr Speaker, subsection (2) reads 4:32 p.m.
“Subsection (1) shall not;
(a) prohibit a restriction on the right to transfer shares on which there is an unpaid liability; or
(b) preclude a company from refusing to register a transfer of shares to a person who is an infant or to a person found by a court of competent jurisdiction to be a person of unsound mind.
So, what is this that we are debating? Do we not agree with these provisions? What is the meaning of these provisions? The Hon Majority Leader asked a basic question about why we were not including bankrupts in this prohibition and the answer was given to him by the Hon Ranking Member.

I do not see the debate about the beneficial ownership and all that. We are making a law here, and it is clearly stated, unless we do not agree with what is stated here -- but nobody disagrees with that.

The Hon Majority Leader was just asking that we should add “bankrupt”, and then it was explained to him, so this debate would not get us anywhere.
Mr Speaker 4:32 p.m.
Indeed, we would put the Question and go ahead in a moment -- [Laughter]-- but before then, Hon Majority Leader?
Mr Kyei-Mensah-Bonsu 4:32 p.m.
Mr Speaker, I think this matter relating to beneficial interest ownership featured prominently at the London Consensus in 2016, which occasioned our having to make some amendments to the Companies Act.
The then Attorney-General brought this same thing to Parliament and we stranded it out, I remember very well, this particular provision. I would like to be educated on exactly what we did, because as a way of fighting corruption, we said we should not allow infants to own shares; infants who have not worked. And people really hid under this.
So I just want us to be informed on what exactly we did for that clause, so that we do not, maybe, go round to circumvent what we did. Other than that, I am comfortable with the structuring, except if we do not perhaps use another means to undo what we did.
So I believe we can make progress.
Mr Speaker 4:32 p.m.
Except that there may be many valid legal reasons why shares may not be put in the names of children. It is not only a corruption mechanism, so that one would not be tenable. For example, the shares could even be inherited upon the demise of the parent. Then, what do you do and so on? So there are many reasons which could be legitimate.
Alhaji I.A.B. Fuseini 4:32 p.m.
Mr Speaker, this is the part that actually deals with beneficial ownership. You put the shares in the child's name, he becomes the legal owner.
What we amended enjoins the Registrar to demand of the beneficial owner, because he exists. You want to hide ill-gotten or tainted wealth.
Mr Speaker 4:32 p.m.
And the Registrar actually only comes in when there is that need.
Mr Chireh 4:32 p.m.
Mr Speaker, the Hon Majority Leader raised the issue about the amendments that we made to the Companies Act in 2016. In fact, at one of the winnowing sessions, we were told that all these were incorporated in this Bill, so his fears about whether we have taken the correct position -- he should be rest assured based on this assurance.
Mr Speaker 4:32 p.m.
So Hon Chairman, what is the guidance? To move forward to deal with clause 305?
Mr Banda 4:32 p.m.
Mr Speaker, I have with me the Companies (Amendment)
Act 2016 (Act 920). The amended clauses do not include clause 305, which is the subject matter of the discussion now.
Mr Speaker 4:32 p.m.
So should we delete it?
Mr Banda 4:32 p.m.
Mr Speaker, no. We are not deleting it. We are leaving it as it is.
The relevant law would take care of this provision, so we do not have to tamper with the provision as it stands now.
Mr Speaker 4:32 p.m.
So what is our question at this stage?
Mr Banda 4:32 p.m.
Mr Speaker, what we are saying is that apart from the minor amendment which I sought to be effected, the rest of the provision should remain.
Question put and amendment agreed to.
Clause 305 as amended ordered to stand part of the Bill.
Clause 306 -- Documents to be annexed to annual returns of a public company
Mr Banda 4:32 p.m.
Mr Speaker, I beg to move, clause 306, lines 2 and 3, delete “secretary of the company” and insert “Company Secretary” and further delete “balance sheet, income statement, cash flow and consolidated statements” and insert “statement of financial position, statement of comprehensive income, statement of
changes in equity and statement of cash flows”.
We are seeking to replace the current terminologies with modern terminologies.
Mr Speaker 4:32 p.m.
Hon Chairman, I do not get you.
Mr Banda 4:32 p.m.
Mr Speaker, item (xxxi), clause 306, lines 2 and 3 --
Question put and amendment agreed to.
Clause 306 as amended ordered to stand part of the Bill.
Clause 307 -- Extraordinary general meetings of public companies
Mr Banda 4:32 p.m.
Mr Speaker, I beg to move, clause 307, subclause (2), opening phrase, after “requisition” insert “shall” and delete “shall” at beginning of paragraphs (a) and (b).
Question put and amendment agreed to.
Clause 307 as amended ordered to stand part of the Bill.
Clause 308 -- Rotation of directors of a public company
Mr Banda 4:32 p.m.
Mr Speaker, I beg to move a minor amendment, under clause 308, line 2, “company's registered constitution” should read “the registered constitution of a company”.
Question put and amendment agreed to.
Clause 308 as amended ordered to stand part of the Bill.
Clause 309 -- Voting for directors of a public company
Mr Banda 4:32 p.m.
Mr Speaker, there is no advertised amendment, but there is a minor one which is consequential. So I beg to move, in subclause 4, the first line, “company's registered constitution” should read “ the registered constitution of a company”.
Mr Speaker 4:42 p.m.
Thank you very much. That is very clear.
Question put and amendment agreed to.
Clause 309 as amended ordered to stand part of the Bill.
Clause 310 -- Cumulative voting for directors of a public company
Mr Banda 4:42 p.m.
Mr Speaker, I beg to move, clause 310, subclause (2), paragraph (a), line 2, delete “company's constitution” and insert “constitution of the company”
Mr Speaker, it is a consequential amendment.
Question put and amendment agreed to.
Clause 310 as amended ordered to stand part of the Bill.
Mr Banda 4:42 p.m.


Clause 311 -- Prohibition of loans by public companies to directors
Mr Banda 4:42 p.m.
Mr Speaker, I beg to move, clause 311, subclause (1), line 2, delete “its” and insert “a”.
It would read, “a person who is a director” instead of “a person who is its director”.
Question put and amendment agreed to.
Mr Speaker 4:42 p.m.
There is a further amendment to clause 311.
Mr Banda 4:42 p.m.
Mr Speaker, I beg to move, clause 311, subclause (5), line 3, delete “balance sheet” and insert “statement of financial position”.
Mr Speaker, this is consequential.
Question put and amendment agreed to.
Clause 311 as amended ordered to stand part of the Bill.
Clause 312 -- Meaning of “external company”
Mr Banda 4:42 p.m.
Mr Speaker, I beg to move, clause 312, subclause (2), line 2, delete “at or subsequent to, the commencement of this Act”.
The rendition would then read:
“An external company is a body corporate formed outside the Republic which has an
established place of business in the Republic.”
Mr Speaker, the rest is redundant.
Question put and amendment agreed to.
Mr Speaker 4:42 p.m.
Hon Chairman, do you have a further amendment?
Mr Banda 4:42 p.m.
Mr Speaker, there is some consistency in our usage of “Ghana” instead of “Republic”. So, with your permission, I move to delete “in the Republic” in clause 312(2), line 3 and insert “in Ghana”.
So, it would read:
“An external company is a body corporate formed outside the Republic which has an established place of business in Ghana.”
Question put and amendment agreed to.
Clause 312 as amended ordered to stand part of the Bill.
Clause 313 -- Documents to be delivered to Registrar by external company
Mr Banda 4:42 p.m.
Mr Speaker, I beg to move, clause 313, subclause (1), opening phrase, line 1, delete “External companies which establish” and insert “An external company which establishes”.
Mr Speaker, we would want to deal with the singular instead of the plural.
Question put and amendment agreed to.
Mr Speaker 4:42 p.m.
Mr Speaker, I beg to move, clause 313, subclause (1), paragraph (b), subparagraph (iii), line 1, delete “forenames” and insert “forename”.
Mr Speaker, the same principle applies here. We are doing away with the plural and dealing with the singular.
Question put and amendment agreed to.
Mr Speaker 4:42 p.m.
Hon Chairman of the Committee, there is a further amendment.
Mr Banda 4:42 p.m.
Mr Speaker, I beg to move, clause 313, subclause (1), paragraph (b), subparagraph (v), line 1, delete “office” and insert “or website”.
Question put and amendment agreed to.
Mr Banda 4:42 p.m.
Mr Speaker, it appears what we just did does not make sense, so I would want to seek your leave to further amend that subparagraph.
Mr Speaker 4:42 p.m.
Hon Chairman, reformulate it, please.
Mr Banda 4:42 p.m.
Mr Speaker, it would read:
“the address of its registered or principal office or website in the country of its incorporation;”
Question put and amendment agreed to.
Mr Speaker 4:42 p.m.
Hon Chairman, the final amendment on clause 313.
Mr Banda 4:42 p.m.
Mr Speaker, I beg to move, clause 313, subclause (1), paragraph (b), subparagraph (vi), line 2, delete “electronic address” and insert “electronic mail address, digital address”.
Mr Speaker, while on my feet, with your permission, if I may propose an amendment which has not been advertised, though consequential.
I beg to move that we delete “the Republic” and insert “in Ghana”.
Mr Speaker 4:52 a.m.
Hon Members, the proposed amendment flows from the previous ones.
Question put and amendments agreed to.
Clause 313 as amended ordered to stand part of the Bill.
Clause 314 ordered to stand part of the Bill.
Mr Banda 4:52 a.m.
Mr Speaker, I beg to move, clause 315, headnote, delete “and local agent”.
Question put and amendment agreed to.
Mr Banda 4:52 a.m.
Mr Speaker, I beg to move, clause 315, subclause (1), line 2, delete “or cause a person to be named as its local agent”.
Mr Speaker, because of the deletion of the first “local agent, we seek to delete this one too.
Question put and amendment agreed to.
Mr Banda 4:52 a.m.
Mr Speaker, I beg to move, clause 315, subclause (2), lines 1 and 2, delete “or to be named a local agent”.
It is a consequential amendment.
Question put and amendment agreed to.
Mr Banda 4:52 a.m.
Mr Speaker, I beg to move, clause 315, subclause (3), lines 1 and 2, delete “or named as a local agent” and also delete “or local agent” in lines 4 and 5, and further in lines 6 and 7, delete “local manager's or local agent's position” and insert “position of the local manager”.
Question put and amendment agreed to.
Mr Chireh 4:52 a.m.
Mr Speaker, we have “local agent” again down there. I believe it should also be deleted.
Mr Mercer 4:52 a.m.
Mr Speaker, further in subclause (4), line 1, there is the scope of the authority of the local manager or local agent, so “local agent” should be deleted.
Mr Banda 4:52 a.m.
Mr Speaker, I agree; wherever “local agent” appears in this clause, that expression should be deleted.
Question put and amendment agreed to.
Clause 315 as amended ordered to stand part of the Bill.
Clause 316 ordered to stand part of the Bill.
Clause 317 -- Financial statements of external company
Mr Banda 4:52 a.m.
Mr Speaker, I beg to move, clause 317, subclause (1), lines 3, 4 and 5, delete “an income statement, statement of cash flows and balance sheet and, if the company is a holding company, consolidated financial statements” and insert “statement of financial position, statement of comprehensive income, statement of changes in equity and statement of cash flows”.
Mr Speaker, under this, we seek to replace some accounting terminologies with modern terminologies.
Question put and amendment agreed to.
Mr Banda 4:52 a.m.
Mr Speaker, I beg to move, clause 317, subclause (2),
lines 1 and 2, delete “an income statement, statement of cash flows, a balance sheet and consolidated financial statements” and insert “statement of financial position, statement of comprehensive income, statement of changes in equity and statement of cash flows”.
The same nomenclature is being replaced with modern terminologies.
Question put and amendment agreed to.
Mr Banda 4:52 a.m.
Mr Speaker, I beg to move, clause 317, subclause (4), lines 1 and 2, delete “financial statements and the consolidated financial statements” and insert “statement of financial position and the statement of comprehensive income”.
Mr Speaker, the same change of terminology to modern terminology.
Mr Speaker 4:52 a.m.
It follows from above.
Question put and amendment agreed to.
Mr Banda 4:52 a.m.
Mr Speaker, I beg to move, clause 317, subclause (7), lines 1 and 2, delete “an income statement, statement of cash flows, a balance sheet and consolidated financial statements” and insert “statement of financial position, statement of comprehensive income, statement of changes in equity and statement of cash flows”.
It is the same change over to modern terminology.
Question put and amendment agreed to.
Clause 317 as amended ordered to stand part of the Bill.
Clause 318 ordered to stand part of the Bill.
Mr Kpodo 4:52 a.m.
Mr Speaker, I have been on my feet for a very long time without catching your eye. I just want to assist in restoring some consistency to an earlier clause which we amended.
If you take clause 135(1)(b), we approved the signing of all statements and directors' reports by two directors. However, when we came to clause 306 I rose but did not catch your eye.
Mr Speaker 4:52 a.m.
Hon Member, you did not try to catch my eye since we finished with clause 306. I have told you that with these considerations, we can go backwards, but do not justify it by saying that you have persistently not been seen since clause 306.
Mr Kpodo 4:52 a.m.
Mr Speaker, I take a cue.
We are now saying that those same documents should be signed by the company secretary and a director. So, it is not consistent with the earlier approval we made when we amended --
Mr Kpodo 5:02 p.m.
Mr Speaker, clause 135, subclause (1), paragraph (b), we approved for two directors to sign the report; but here, we are saying, the company secretary and a director. So, I think that it is not consistent in the entire law. If the Hon Chairman can look at it, so that we would restore some consistency.
Mr Speaker 5:02 p.m.
Hon Chairman, in one instance, two directors; and in the other, a director and a secretary. How do we do a marriage here?
Mr Banda 5:02 p.m.
Mr Speaker, if the Hon Member could come again by referring to the specific provision under clause 135, and then comparing same with the other clause he is referring to.
Mr Speaker 5:02 p.m.
Hon Member, you may want to examine that further and we can move it before the close of day or tomorrow.
Mr Kpodo 5:02 p.m.
Mr Speaker, I am referring to —
Mr Speaker 5:02 p.m.
No, I am saying we would need an exhaustive examination and so we can do this tomorrow or at the close of today.
Mr Kpodo 5:02 p.m.
Mr Speaker, do you direct that I wait or go ahead?
Mr Speaker 5:02 p.m.
You wait, so that we would take it, having analysed the two scenarios.
Mr Kpodo 5:02 p.m.
All right, but let me please refer him to the specific clauses so that he can consider them later on.
Mr Speaker 5:02 p.m.
And the two clauses are?
Mr Kpodo 5:02 p.m.
Mr Speaker, they are clause 135 subclause (1) paragraph (b) and clause 306.
Mr Speaker 5:02 p.m.
So specifically to those clauses.
Hon Chairman, where are we?
Mr Banda 5:02 p.m.
Mr Speaker, there is no advertised amendment to clause
318.
Clause 318 ordered to stand part of the Bill.
Clause 319 — Publication of names of local managers or local agents
Mr Banda 5:02 p.m.
Mr Speaker, I beg to move, clause 319 headnote, delete “or local agents”.
Question put and amendment agreed to.
Mr Banda 5:02 p.m.
Mr Speaker, I beg to move, clause 319, subclause (1), paragraph (a), line 1, delete “forenames or initials” and insert “forename or initial” and in line 2, delete “or local agent”.
Mr Speaker, we want to deal with the singular instead of the plural, and in line with what we have done so far, by the deletion of “or local agent”.
That explains the reason behind this amendment.
Question put and amendment agreed to.
Mr Banda 5:02 p.m.
Mr Speaker, I beg to move, clause 319, subclause (1), paragraph (b), lines 1 and 2, delete “or local agent”.
Question put and amendment agreed to.
Mr Banda 5:02 p.m.
Mr Speaker, I beg to move, clause 319, subclause (2), line 3, delete “by legislative instrument” and insert “in consultation with the Board” and in line 4, delete “instrument” and insert “Company Bulletin”.
Question put and amendment agreed to.
Mr Banda — rose --
Mr Speaker 5:02 p.m.
Hon Chairman, do you have something more to move?
Mr Banda 5:02 p.m.
Mr Speaker, I have a consequential amendment in clause 319(1). I beg to move, clause 319, subclause (1), line 3, after “in”, delete “the republic” and insert “Ghana”.
Question put and amendment agreed to.
Alhaji I.A.B. Fuseini — rose --
Mr Speaker 5:02 p.m.
Yes, Hon Fuseini?
Alhaji I.A.B. Fuseini 5:02 p.m.
Mr Speaker, sorry to bring us back. On the same clause 319, subclause (1) line 2, I beg to move, after “which”, delete “the company's name” and insert “the name of the company”.
Question put and amendment agreed to.
Mr Speaker 5:02 p.m.
Hon Members, I direct that it be carried through and effected by the draftpersons anytime it so appears.
Clause 319 as amended ordered to stand part of the Bill.
Clause 320 to 323 ordered to stand part of the Bill.
Clause 324 — Penalties and disabilities
Mr Banda 5:02 p.m.
Mr Speaker, I beg to move, clause 324, subclause (1), line 3, delete “it” and insert “that external company”.
Mr Speaker, this is because the “it” refers to “that external company”, and that makes the provision clearer.
Question put and amendment agreed to.
Mr Banda 5:02 p.m.
Mr Speaker, I beg to move, clause 324, subclause (2), line 2, delete “required to be delivered”.
Mr Speaker, the new rendition would now read 5:02 p.m.
Mr Banda 5:12 p.m.
Mr Speaker, I beg to move, clause 325(1), line 1, delete “Republic” and insert “country”.
Mr Speaker, it is consequential.
Question put and amendment agreed to.
Clause 325 as amended ordered to stand part of the Bill.
Clause 326 ordered to stand part of the Bill.
Clause 327 -- Inducing persons to invest
Mr Banda 5:12 p.m.
Mr Speaker, I beg to move, clause 327 (1), closing phrase after paragraph (b), line 3, before “person” delete “that” and insert “the accused”.
Mr Joe Ghartey 5:12 p.m.
Mr Speaker, I think we should maintain, “person”. When we say “accused”, it has a meaning in law. The person would have been formally charged and put before court. We are talking about people who are not accused persons but have been accused of an offence. I think that we should maintain “person” because the person being an accused person connotes a formal charge in the court and he appearing before a court of law.
Mr Speaker, I would pray that this House votes against this amendment or maybe, the Chairman of the Committee, being a senior lawyer, would advise himself knowing what “accused” means in our law.
Mr Banda 5:12 p.m.
Mr Speaker, I firmly believe that we should maintain “accused” because at this point, the person is before court. When the person is before court -- [Interruption] -- That is not what --
Alhaji I. A. B. Fuseini 5:12 p.m.
Mr Speaker, this provision talks about fraudulent misrepresentation. To be able to prove that the accused person should be fined, the representation must work on the person to whom it is made.
So I think that the Hon Minister for Railways Development understands it.
It states that and with your permission, I quote;
“A person who by a statement, promise or forecast which is untrue, misleading, false or deceptive induces or attempts to induce another person to enter into or offers to enter into [so, there must be an inducement which is false]…commits an offence and is liable on summary conviction to a term of imprisonment of not less than three years and not more than seven years [then a caveat] unless the accused person [the person who made that statement] proves that that person [the person to whom he made the statement] had reasonable grounds to believe and did believe that the statement was true or that the promise…”
Mr Speaker 5:12 p.m.
Hon Chairman, you may want to help us further on why a person “shall not be accused of an offence” but rather he “shall not be guilty of an offence.” A person is an accused before he is able to show that he had good grounds but, now, you would want to say he would not be guilty if he can establish -- Would you like to work on that?
Mr Banda 5:12 p.m.
Mr Speaker, the concern of the Minister for Railways Development is that we should maintain “that person”. If we should maintain “that person”, it would be
misleading because “that person” still refers to “the accused person”.
What this provision is saying is that, if the accused person should give a false statement, that accused person is guilty unless the accused person could prove that he had reasonable grounds to believe and did believe that the statement that he made was indeed true.
Mr Speaker, in this particular case, we are talking about the evidential burden being shifted to the accused person. If we were to maintain “that person”, the impression that would be created would be whether it is the person to whom the statement was made who must prove or the person, in this particular case, the accused person who made the statement. But within this context, it is referring to the accused person who made the statement --
Mr Speaker 5:12 p.m.
Hon Chairman of the Committee, here, we are only saying a person shall not be accused of an offence and we are saying that if the accused person proves --
Hon Joe Ghartey, if you would just perhaps assist in the House, at clause 327, can we say, “A person shall not be accused of an offence…”
If that accused person can prove that but at a juncture when he is leading some evidence, he is only an accused person; how do we talk about “he shall not be accused” and not “he shall not be guilty of an offence if he can establish his innocence”? We cannot say, he cannot be accused of
Mr Joe Ghartey 5:22 p.m.
Mr Speaker, I think you have hit the nail on its head. The person is an accused person. He could move from accused to guilty or discharged. If at the end of the case of the prosecution he could prove that he did not know or was innocent, he had no mens rea, then that person would be free to go and sin no more.
Mr Speaker, the difficulty in what we are trying to do here is that we are assuming that criminal law does not exist in our country. This is because reading through these sections on offences, we seem to be creating within these offences, the offence and also the way in which one can; as it were, escape from the offence. When you look at all the escape routes, they are lack of mens rea. This is because if one can show that he indeed has reasonable grounds to believe and he does not believe was true, then the accused person goes.
Now, the question is that, who does not have reasonable grounds to believe? Is it the accused person or it is the person to whom the information was given? This is because if I give you information and you do not believe it to be true and you know that I am lying, you will not rely on that information. So it is only when you rely on that information that I am guilty.
Mr Speaker, if I come into the Chamber and say that there is fire burning outside and nobody moves and then they charge me with causing fear and panic, while nobody was afraid or panicked, then how can I be guilty of causing fear and panic? However, if I say that there is fire burning outside and even if it is not burning, everybody runs helter-skelter with some breaking their legs and so on, then it can be said that I caused fear and panic even though what I said was not true.
So it is not about the truth of what I said or not; it is whether or not what I said was relied on. The way it is crafted, in fact, I must confess that as I am explaining it myself, I can see several more questions coming to mind and if I was defending somebody in court -- [Interruption.] -- I am not confusing myself. The thing itself is not too clear. Mr Speaker, that is what I am saying --
Mr Chireh 5:22 p.m.
Mr Speaker, the explanation by the Hon Minister cannot be the reason because we are using two people here. However, who is to prove? Is it the accused? Who is to prove that when he or she was telling the story you believed same to be true and therefore, when that evidence is clear -- In fact, the example the Hon Minister gave is good. But if you were also told before you enter the Chamber that there was fire outside, and you believed it and came and told us, obviously, you have to prove that you believed it and that you did not commit any crime by what you said.
Indeed, the person we are talking about is the accused who must prove that he believed the story to be true and he was passing it on. That is why in this case, when you do that he is free, but if you say that -- I am saying that you did not get the information directly but somebody else passed it on to you and you believed that person because the person has never told you a lie. In this case, why would anybody put the burden of proof on the person who has not been accused?
Mr Speaker, so it can only be the accused who has to prove that he believed what was said.
Mr Ghartey 5:22 p.m.
Mr Speaker, if the burden is on the accused person, then why is it there in the first place? Our law admits that when you do not have an intention, you have not committed a crime. If you give a statement -- without even this statement about reasonable grounds, --If I give a statement and I believe it to be true, I cannot be charged for an offence of misleading people.
Mr Speaker 5:22 p.m.
Hon Minister, what rendition will you give us?
Mr Ghartey 5:22 p.m.
Mr Speaker, we should leave it as “the person”.
Mr Speaker 5:22 p.m.
Pardon?
Mr Ghartey 5:22 p.m.
Mr Speaker, we should leave it as “the person” and not the “accused person”, and allow the law to develop.
Mr Speaker 5:22 p.m.
So, we should simply put it as “a person”.
Mr Ghartey 5:22 p.m.
Mr Speaker, yes.
Mr Speaker 5:22 p.m.
Hon Member, “a person shall not be...” what?
Mr Ghartey 5:22 p.m.
Mr Speaker; “the person shall not be guilty”. This means that either -- let us leave it as “the person”.
Mr Speaker 5:22 p.m.
Hon Chairman, if you were to say that “a person shall not be guilty of an offence”. This is because that is exactly what you are really looking for, whether that person charged with the offence shall be guilty or not, and that he will not be guilty so long as he is able to show that he had reasonable grounds in continuing.
Mr Banda 5:22 p.m.
Mr Speaker, that is exactly what it means. We are talking about two persons here; the first person “A” delivers a statement to person “B” and that statement turns out to be false. Person “A” is the accused person who has been arrested and put before court. Now, the prosecution has discharged its legal burden of proving the guilt of the accused person beyond reasonable doubt. The court is requiring of the accused person to prove that the statement that he delivered --
Mr Speaker 5:22 p.m.
Hon Chairman, at that juncture, that person is an accused person all right but it is somebody who makes him an accused person, that is, the prosecutor. Do you want us to maintain that he shall not be accused,
Mr Banda 5:22 p.m.
Mr Speaker, to the best of my knowledge, once the person is in court, he is referred to as an accused person. So, it is within this context that the word “accused” is being used here.
Mr Speaker 5:22 p.m.
Hon Chairman, you are saying that the person should not be accused of the offence at all. It does not hold. You should not accuse him on an offence; you shall not charge him or her if he or she had reasonable grounds, but that is not the issue at that stage. That matter only arises in the court.
Alhaji I.A.B. Fuseini 5:22 p.m.
Mr Speaker, I was part of the decision to put it as “accused person” but listening to Hon Joe Ghartey, I am beginning to change my mind.
Mr Speaker, you have listed on the Stock Exchange and made a statement on the Stock Exchange. You have forecasted that your shares will grow in leaps and bounds because of so and so. That statement turns out to be untrue, misleading, false or deceptive and somebody relies on it by investing in your company or buying your stock exchange. Now, that person who made the forecast will be presumed to have committed a crime unless he can prove that at the time he was
making the forecast to that, the other person, that other person had reasonable grounds to believe in the truth of that statement, not in the falsity.
This is because if it is the falsity, you do not need to charge him since it means that, that other person had the presence of mind to come to the conclusion that the statement could not be true. So, if he invested, he did so at his own peril. It is only when that person relies on it and the statement turns out to be false that you can hold the accused person responsible.
Mr Speaker, so I think that it is not the accused person. Again, at what point does the burden of proof shift to the accused person? It is because, this is evidential burden and so, at this point, we are saying that the evidential burden must shift to the accused person to prove.
Mr Speaker, is that what he is saying?
Mr Speaker 5:32 p.m.
Exactly.
Hon Member, but that is so in certain laws. At that juncture when the person has made a certain representation, then the burden shifts for the person to prove his innocence. That is agreed, but at that stage, the person shall not be accused. This comes only at the trial stage.
How do you say that the person shall not be accused? As for the prosecutor, he would not judge
anything. He would only rely on some prima facie situation and simply charge a person. A person may not be guilty if he could show -- but to say that the person could not be accused of an offence is preposterous because the person could be accused. But when the person has established what has been said there, then the person would not be guilty.
Hon Members, could you imagine reading, “A person shall not be accused of an offence pursuant to this or that subsection”. At that stage, there is no matter of guilty or not guilty because the guilt or otherwise would be shown at the trial and if the person could show that he should not be guilty because of the reasons that have been stipulated, then of course, the person would be so discharged.
Mr Anyimadu-Antwi 5:32 p.m.
Mr Speaker, I understand where you are driving at because the person is already accused and so if we say that the person shall not be accused --
Mr Speaker, but I wanted to find out if we could cure it with the introduction of the phrase “a person shall not be convicted”.
Mr Speaker 5:32 p.m.
In fact, it is the same as being not guilty.
Hon Yieleh Chireh.
Mr Chireh 5:32 p.m.
Mr Speaker, we are making a law and we are not in court. So, what we would put here is that if a person does (a) and (b), then the
person commits an offence and if the person is summarily convicted, then the person would be sentenced unless - Mr Speaker, the word is “unless” -
- 5:32 p.m.
Mr Speaker 5:32 p.m.
Hon Member, you are saying that a person shall not be what?
Mr Chireh 5:32 p.m.
Mr Speaker, I am saying that a person is accused and if the person is convicted, then the person would be sentenced unless the accused person proves that he believed what he said.
So it is the accused person who still has the burden; and the commitment of an offence is the accusation, but the person would have to prove that he believed that what he said was true. Therefore, they would look at the evidence on why he believed it. Mr Speaker, it is still the same accused person, but if we do not do that, then we are introducing two people; the one who was deceived or was told something that he believed -- how would he prove to the court that what he was told -- are we dealing with two people? No. We are dealing with one person and that is the one who is supposed to be accused and he has to discharge that burden and that burden is to the point that he also genuinely believed what was happening.
Mr Speaker, so it is that evidence that should be evaluated and the issue should be clearly looked at. The one who believed him and made the allegation cannot be the one to say that he believed it or did not believe it.
Mr Kyei-Mensah-Bonsu 5:32 p.m.
Mr Speaker, I believe that the formulation that was offered by the Hon Chairman is right and we should go by that -- except that I thought in line (1), we may have to delete “pretended” and insert “purported”. So, that it would read “an agreement with the purpose or the purported purpose …” and not “pretended purpose”.
Mr Speaker 5:32 p.m.
Hon Chairman?
Mr Banda 5:32 p.m.
Mr Speaker, I have no objection to the rendition being proposed by the Hon Leader.
So, the rendition in clause 327(1)(b) would now read: “an agreement the purpose or the purported purpose of which is to secure a profit”.
Mr Speaker 5:32 p.m.
Hon Chairman, are we on the same page?
Mr Banda 5:32 p.m.
Mr Speaker, we are on page 262 of the Companies Bill, 2018 -- clause 327, subclause (1) paragraph (b). It reads “An agreement the purpose or pretended purpose …” But the Hon Leader has proposed that we delete “pretended” and insert “purported” and, before that we were debating the amendment to the effect that “that person” should be deleted and we insert “the accused person”.
Mr Chireh 5:32 p.m.
Mr Speaker, we are on the proposed amendment advertised as (lvi) which is on the closing phrase of subclause (1). That is what we are debating and not the new subclause.
Mr Speaker 5:32 p.m.
Very well.
I would put the Question.
Question put and amendment agreed to.
Mr Kyei-Mensah-Bonsu 5:32 p.m.
Mr Speaker, in that case, there are two amendments; one had to do with the deletion of “pretended”. I believe that we took them together because I moved that we delete the word “pretended” in clause 327(1)(b) and insert “purported”. So, that it would read: “an agreement the purpose or purported purpose of which is to secure a profit to any of the parties from the yield of securities or by reference to fluctuations in the value of securities.”
Mr Speaker 5:32 p.m.
I would put the Question.
Question put and amendment agreed to.
Mr Banda 5:42 p.m.
Mr Speaker, I beg to move, clause 327, add the following new subclause:
“A person shall not be accused of an offence pursuant to subsection (1) if the accused
person proves that that accused person had reasonable grounds to believe and did believe that the statement was true or that the promise or forecast was not misleading, false or deceptive.”
Mr Ghartey 5:42 p.m.
Mr Speaker, it reads; “A person shall not be accused of an offence pursuant to subsection
(1)…”
So at that stage, the person is not accused. Then it says; “… if the accused person proves...”
It should be “if the person”, because if all these factors exist, the person would not be accused of the offence. The person would now become an accused person, so how can we, in that same sentence, say “if the accused person”?
So I would propose, “A person shall not be accused of an offence pursuant to subsection (1) if the person proves that the person had reasonable grounds to believe…”
So we should take away the two qualifications of the person with the word “accused”.
Mr Chireh 5:42 p.m.
Mr Speaker, I think that even for the whole new clause, because of the debate we had on item numbered (lvi), it is unnecessary. As for the person to be accused, he can always be accused, but in respect of what we have already approved --
[Interruption] -- then in that case, his rendition if he recasts it would make sense.
So he should make his further amendment for all of us to appreciate it.
Mr Speaker 5:42 p.m.
Hon Chairman, in the face of this controversy, do we need this paragraph in order for a person to show that he had reasonable cause? Because that falls under the general principles of criminal liability anyway.
Do we need to make a law? If a person comes to show he has reasonable cause, what else is there? He is not guilty. We know that it is of general application, and then in every law we go and start reciting these defences. We may then have to start reciting all kinds of defences. Those defences are established by law.
Hon Ghartey, I do not know what you want to say to that before the Hon Chairman comes in.
Mr Ghartey 5:42 p.m.
Mr Speaker, when I was saying that the whole thing is getting confusing, people were accusing me of confusing myself. I am not confusing myself.
The thing itself is questionable. If we can put it in the category that you put the previous amendment by my Hon Colleague, where he said we should consider at last, then we would put our heads together quickly.
The second one is a situation where the decision on whether to charge the
rose
Mr Speaker 5:42 p.m.
Hon Opare-Ansah, you do not have to show that you just walked in. You wait, your time would come. [Laughter.]
Mr Ghartey 5:42 p.m.
Mr Speaker, I am saying that we are now dealing with two situations. That is my understanding. The situation that we dealt with before, the person is an accused person. We all know that an accused person has been charged. There is a presumption that the trial goes on, because it is said that at the end of the day, if he can show that he had reasonable grounds to believe what he said, it means that he goes home and sins no more.
Mr Speaker, that means that the prosecution has lost its case --
Mr Speaker 5:42 p.m.
In fact, he has not sinned, even to sin no more.
Mr Ghartey 5:42 p.m.
Mr Speaker, he has not sinned at all.
Mr Speaker 5:42 p.m.
Exactly. I agree with you.
Mr Ghartey 5:42 p.m.
So, Mr Speaker, the first clause describes a situation where the trial is taking place. That is why when we said “person”, they said no, we must say “accused person”, because the person has already been accused. In the second situation, they say a person shall not be accused. They are telling us about a situation where the person cannot even be accused. Where the person proves that he had reasonable grounds, the person has two opportunities, two bites at the cherry.
One is even when evidence has been led and he can show -- The second bite at the cherry is that the minute he is charged or they attempt to charge him at the investigation stage, the person can show that he had reasonable grounds to believe. The person shows you a report from one of the 37 accountancy firms in the world and says this is what he relied upon; an accountancy firm which is relied upon perhaps by the govern- ment itself, and by several other governments, that it is what he relied upon and he had reasonable grounds to believe.
At that stage, if the prosecutor, police or Attorney-General and Minister for Justice decides that he is
going ahead to charge the person, the prosecutor can find himself in trouble. The necessary action can be taken against him because the new clause we are inserting in clause 327 is saying that if the person had reasonable grounds to believe, then the person would not be charged at all with the offence.
Mr Speaker, we are operating in the area of Company Law, not Criminal Law, so we must be careful of the differences we make and so on. That is why, perhaps, the framers of this Bill at that time thought about two different situations, but even if they did not think about it, I am thinking about it for them, that there are two different situations.
Mr Speaker 5:42 p.m.
Thank you very much.
Hon Opare-Ansah is anxious to let us know he has arrived.
Mr Frederick Opare-Ansah 5:52 p.m.
Mr Speaker, I was of the view that the previous amendment that we made by substituting the accused and rendering that the accused had reasonable grounds to believe and did believe would have solved this particular problem, but if it does not, then I think we can have a better rendition of the proposed amendment by the Hon Chairman. And if he would indulge me, I would propose that we rather say; “subsection (1)
(1) Shall not apply to:
Alhaji I.A.B. Fuseini 5:52 p.m.
Mr Speaker, the new rendition is to make the second part of clause 327(1) very clear, but I believe that we can do a modification on the clause to delete “accused” because the person has already been accused in clause 327. [Interruption.]
Mr Chireh 5:52 p.m.
This is a new subclause -- [Interruption.]
Alhaji I.A.B. Fuseini 5:52 p.m.
The new subclause is, “A person shall not be accused …” I am trying to work on it and I am providing the basis.
Mr Speaker 5:52 p.m.
Hon Opare-Ansah, you will not leave the House almost immediately after you had contributed and other Hon Members patiently listened to you. In fact, it is one of the grounds for contempt of Parliament. [Laughter.]
Hon Fuseini, proceed. Hon Opare-Ansah will listen to you like you listened to him.
Alhaji I.A.B. Fuseini 5:52 p.m.
Mr Speaker, you have been very indulgent of Hon
Opare-Ansah. You should have cited him for contempt straightaway.
Mr Speaker, I propose that we delete “accused” and insert “convicted” so that the new rendition would be:
“A person shall not be convicted of an offence pursuant to section (1) if the accused person proves that that accused person had reasonable grounds to believe and did believe …”
Mr Banda 5:52 p.m.
Mr Speaker, I believe that there is even no need to maintain this proposed amendment because the effect of this and the one we just did in the closing phrase is the same. So, I humbly call for the total withdrawal of this proposed amendment.
Mr Speaker 5:52 p.m.
Hon Yieleh Chireh is showing by hand that he agrees with you that the effect is the same; the value is the same.
I will put the Question and then we would be able to know whether the House agrees that the value is the same.
Mr Kyei-Mensah-Bonsu 5:52 p.m.
Mr Speaker, really, if the value is the same, then, we would not even need this new subclause. However, when I listened to the former Attorney- General and Minister for Justice and the former Hon Second Deputy Speaker, he seemed to suggest to us that there are two legs to this situation.
The first one involves a person who has committed an offence and is liable
on summary conviction to a term of imprisonment of not less three years and not more than seven years unless that accused person -- So, in that regard, the person already stands accused after investigation.
Now, he proposed to us that we could have a situation where at the level of investigation, the person should not even be accused at all because of the fact that that person being investigated “had reasonable grounds to believe and did believe that the statement was true or that the promise of forecast was not misleading, false or deceptive”.
So, he is able to hold his ground and explain copiously that this is what predicated his own decision. In that case, the investigation is foreclosed; they cannot then go further to accuse the person. That is the second leg that the former Attorney-General and Minister for Justice proposed to us.
Mr Speaker, I agree with him. My worry, however, is that, if we follow this new strand, it may even forestall investigation because the person may say that, at the time, he had reasonable grounds to believe and, indeed, believed that what he did was not premeditated; and then the person may turn round to even sue the investigator.
Let us not forget that this is a sunshine legislation to introduce sunshine into the activities of companies, and above everything, to fight corruption. So, if we cannot
initiate investigation in the first place because something would waive these flags, that is dangerous. Even though I agree with the principle, we should discard it and move on.
Mr Ghartey 5:52 p.m.
Mr Speaker, the Hon Majority Leader made a very serious statement and he has to withdraw.
Mr Speaker 5:52 p.m.
Hon Minister, where is the serious statement --
Mr Ghartey 5:52 p.m.
He used the word “sunshine” as if somebody is not willing to fight corruption. That is what I said; we are fighting corruption, so there is sunshine and so on.
Mr Speaker, what does he mean that it would forestall investigation? Every day, investigations go on. Is it every case that is investigated that goes to court? The fact that a case is investigated and does not end up in court means that investigation has been forestalled. We investigate a matter and once we do that, evidence comes to show that it is not a matter that must go to court.
Typically, the police would send one to the Attorney-General and Minister for Justice for advice. The Attorney-General and Minister for Justice comes to the conclusion that in this matter, the person had reasonable ground to believe. How is it sunset? The sun is still shining.
Mr Speaker 5:52 p.m.
Thank you very much. Let us ask the lawyers. In all finality, does an investigator have the power to say that he is concluding a matter because he believes what the
Mr Chireh 5:52 p.m.
Mr Speaker, on the basis of what we have all discussed and the conclusion you have made, the Hon Chairman who moved the new amendment has abandoned it. So, you could go ahead and let us make progress beyond counter accusations between the Hon Minister and the Hon Majority Leader.
Mr Ghartey 6:02 a.m.
Mr Speaker, with all due respect, there is no accusation. My good friend, the Hon Majority Leader, says that I said it in the spirit of parliamentary decorum. I did not mean any harm at all.
Mr Speaker 6:02 a.m.
Shall we proceed?
Question put and amendment agreed to.
Clause 327 as amended ordered to stand part of the Bill.
Mr Speaker 6:02 a.m.
Hon Members, shall we proceed with speed? We shall close at 6.30 p.m. beyond which I would not proceed any further. The First Deputy Speaker is not well and we have not been able to contact the Second Deputy Speaker. So, I am inclined towards closing at 6.30 p.m. and that is a notice to you all. On Thursday morning, we shall start at exactly 10.00 a.m. If we come expeditiously at 10.00 a.m we would kill this matter in no time.
Mr Banda 6:02 a.m.
Mr Speaker, I beg to move, clause 328, subclause (1), lines 6 and 7, delete “and not less than one year”
Question put and amendment agreed to.
Clause 328 as amended ordered to stand part of the Bill.
Clause 329 -- Penalty for improper use of “incorporated” or “limited”
Mr Banda 6:02 a.m.
Mr Speaker, I beg to move, clause 329, opening phrase, line 1, delete “or persons trade or carry” and insert “trades or carries” and in the closing phrase, line 1, delete “or those persons are”.
We want to deal with the singular instead of the plural.
Mr Speaker 6:02 a.m.
Hon Members, that is very clear and I would put the Question.
Question put and amendment agreed to.
Clause 329 as amended ordered to stand part of the Bill.
Clause 330 -- Publication of misleading statements regarding shares or capital
Mr Banda 6:02 a.m.
Mr Speaker, I beg to move, clause 330, subclause (1), line 1, delete “its” and insert “the” and in line 2, delete “its” and insert “the stated”
Question put and amendment agreed to.
Clause 330 as amended ordered to stand part of the Bill.
Clause 331 ordered to stand part of the Bill.
Clause 332 -- Contribution between joint wrongdoers
Mr Banda 6:02 a.m.
Mr Speaker, I beg to move, clause 332, subclause (1), line 1, before “other” insert “any”.
Question put and amendment agreed to.
Clause 332 as amended ordered to stand part of the Bill.
Clause 333 -- Power to grant relief
Mr Banda 6:02 a.m.
Mr Speaker, I beg to move, clause 333, subclause (2), line 2, delete “apprehend” and insert “believe”
Question put and amendment agreed to.
Mr Banda 6:02 a.m.
Mr Speaker, I beg to move, clause 333, subclause (3), line 2, after “section” insert “as”.
Question put and amendment agreed to.
Clause 333 as amended ordered to stand part of the Bill.
Clause 334 -- Establishment of the Office of the Registrar of Companies
Mr Banda 6:02 a.m.
Mr Speaker, I beg to move, clause 334, subclause (1), redraft as follows:
“There is established by this Act, the Office of the Registrar of Companies as a body corporate with perpetual succession.”
Question put and amendment agreed to.
Mr Banda 6:02 a.m.
Mr Speaker, I beg to move, clause 334, add the following new subclause:
Mr Banda 6:02 a.m.


“(2) The Office of the Registrar of Companies may, for the performance of the functions under this Act, acquire and hold property and enter into a contract or any other transaction.”

Question put and amendment agreed to.
Mr Banda 6:02 a.m.
Mr Speaker, this amendment numbered (lxvi) stands in the name of the Hon Minority Leader but it has been taken care of under the preceding amendment.
Mr Speaker 6:02 a.m.
It is deemed abandoned.
Mr Banda 6:02 a.m.
Mr Speaker, I beg to move, clause 334, subclause (2), line 2, before “hindrance” insert “a”.
Question put and amendment agreed to.
Mr Speaker 6:02 a.m.
There is a further amendment in the name of the Hon Minority Leader. Hon Chairman, any objection or do you intend to adopt it? Then it stands abandoned.
Mr Banda (on behalf of Mr Haruna Iddrisu 6:12 p.m.
Mr Speaker, I beg to move, clause 334, subclause (2), line 1, before “property” insert “immovable”.
Question put and amendment agreed to.
Clause 334 as amended ordered to stand part of the Bill.
Mr Amoako-Attah 6:12 p.m.
Mr Speaker, I am sorry I did not catch your eye early.
Mr Speaker 6:12 p.m.
Please proceed.
Mr Amoako-Attah 6:12 p.m.
Mr Speaker, the amendment being proposed is superfluous in my view. Clause 334, subclause (1) reads:
“(1) There is established by this Act a body corporate with perpetual succession to be known as the Office of the Registrar of Companies.”
Mr Speaker, the proposed amendment, however, seems to say, and I beg to read 6:12 p.m.
“The Office of the Registrar of Companies may, for the performance of the functions under this Act, acquire and hold property and enter into a contract or any other transaction.”
Mr Speaker, reading from the first line, once a company is a limited liability company and has a perpetual life and has succession, it implies that it can hold property and there is no need to restate that that corporate body can acquire and hold property. It is superfluous. Any corporate body so established, and has become a limited liability company, is already in
a position in law to acquire property, and there is no need restating that fact. [Interruption.] . It has been established so that status has been conferred on it.
Mr Speaker 6:12 p.m.
Hon Chairman, is there a way of briefing us on the superfluity?
Mr Banda 6:12 p.m.
Mr Speaker, in terms of law, the Hon Minister is right; but that has been the precedent, and the practice of this House. Whenever a body corporate is established by an Act of Parliament, we add that that body corporate can acquire movable and immovable property.
Mr Speaker, for the sake of consistency, we do not have to be departing from that unless there is a compelling reason. It is out of the abundance of caution that this provision has always been maintained in our legislation. I would plead with my Hon Learned Friend to abandon his proposed amendment so that we can proceed.
Mr Chireh 6:12 p.m.
Mr Speaker, the Hon Minister for Roads and Highways is arguing about procedure in court, where a person is entitled as a body corporate. But this is a public corporate body we are establishing. And so if we look at all those that we have established, they are not commercial entities. But in this particular case, this is a civil service public corporate body — Registrar's Office. Normally, how do they acquire their property?
If we just say that we have established it and it is body corporate and impliedly we can do so -- [Interruption] -- No, that is why this formulation has always cited the State Lands Act because your system of acquiring may not be the way that any company or body corporate would do so. But it is because of the article 190 of the Constitution on corporate bodies, which are not commercial ventures, that we are doing this, and it is important that we always state it.
Mr Speaker 6:12 p.m.
As much as you agree with the Hon Minister in terms of the rigid law, nevertheless, you are saying that that has been the practice; let us keep it and proceed.
Very well.
Hon Chairman, so where are we?
Mr Banda 6:12 p.m.
Mr Speaker, we were on item numbered (lxix), which stands in the name of the Hon Minority Leader, Hon Haruna Iddrisu.
Mr Speaker 6:12 p.m.
Hon Chairman, are you inclined towards adopting this?
Mr Banda 6:12 p.m.
Mr Speaker, I will not. I will object to this.
Markin — rose
Mr Speaker 6:12 p.m.
Hon Member what do you intend to speak on?
Mr Afenyo-Markin 6:12 p.m.
Mr Speaker, with respect, on clause 334, the matter raised by the Hon Minister for Roads and Highway --
Mr Speaker 6:12 p.m.
That matter has been ruled upon, and the Hon Minister fully agrees.
Mr Afenyo-Markin 6:12 p.m.
Mr Speaker, he is protesting. [Laughter.]
Mr Speaker 6:12 p.m.
And did he hire you as counsel?
Hon Members speak for themselves.
Hon Member, please, we are making very serious progress and so kindly oblige.
Clause 335 — Status of Office of the Registrar
Mr Speaker 6:12 p.m.
This amendment stands in the name of Hon Haruna Iddrisu. Hon Chairman, what is your position? Do you intend to adopt it? Otherwise, it is abandoned.
Mr Banda 6:12 p.m.
Mr Speaker, we will not adopt it.

Clause 335 as amended ordered to stand part of the Bill.

Clause 336 — Object and functions of the Office of the Registrar
Mr Banda 6:12 p.m.
Mr Speaker, I beg to move, clause 336, subclause (2), paragraph (a), add the following new subparagraph:
“(i) professional bodies pursuant to the Professional Bodies
Registration Act, 1973 (N.R.C.D. 147), other than professional bodies established by an Act of Parliament”
Question put and amendment agreed to.
Mr Banda 6:12 p.m.
Mr Speaker, I beg to move, clause 336, subclause (2), paragraph (b), line 1, after “inspectors”, insert “a receiver or manager”.
Mr Kyei-Mensah-Bonsu 6:22 p.m.
Mr Speaker, clause 336 (2), paragraph (b) begins with “appointment of inspectors”. “Inspectors” is plural, so, if we want to include “a receiver or manager”, then it should also be pluralised. So, we may say, “(b) appoint an inspector, a receiver or manager…”
That is better.
Mr Speaker 6:22 p.m.
Hon Chairman of the Committee, do you agree?
Mr Banda 6:22 p.m.
Rightly so, Mr Speaker.
Question put and amendment agreed to.
Mr Banda 6:22 p.m.
Mr Speaker, I beg to move, add the following new subclause, “The Registrar shall appoint a receiver or manager in accordance with section 244 (2)”.
Question put and amendment agreed to.
Mr Kyei-Mensah-Bonsu 6:22 p.m.
Mr Speaker, I would want to draw the attention of the Chairperson that, for clause 336 (2) (c), he has to clean it up. It states, and with your permission, I quote:
“(2) To achieve the object, the Office of the Registrar shall
(c) discharge its duties…”
I think he would have to find a better way to reengineer that construction. He should find a neater way of doing that.
Mr Speaker, “its” should be deleted and I believe the Table Officers know how we do it these days.
Mr Speaker 6:22 p.m.
I direct that the draftspersons should ensure that that is done.
Hon Chairman, any difficulty?
Mr Banda 6:22 p.m.
Mr Speaker, there is no further proposed amendment.
Question put and amendment agreed to.
Clause 336 as amended ordered to stand part of the Bill.
Clause 337 -- Governing body of the Office of the Registrar
Mr Banda 6:22 p.m.
Mr Speaker, I beg to move, clause 337 (1), paragraph (c),
line 2, at end, add “nominated by the Minister.
Question put and amendment agreed to.
Mr Banda 6:22 p.m.
Mr Speaker, I beg to move, clause 337 (1), paragraph (d) delete and insert the following: “one representative of the Securities and Exchange Commission nominated by the governing body of the Commission”.
Question put and amendment agreed to.
Mr Banda 6:22 p.m.
Mr Speaker, I beg to move, clause 337 (1), paragraph (e), at end, add “nominated by the Federation”.
Question put and amendment agreed to.
Mr Banda 6:22 p.m.
Mr Speaker, I beg to move, clause 337 (1), paragraph (f), after “experience”, insert “in corporate law practice”.
Question put and amendment agreed to.
Mr Banda 6:22 p.m.
Mr Speaker, I beg to move, clause 337 (1), paragraphs (g) and (h), delete and insert the following: “two other persons with expertise in corporate law practice, at least one of whom is a woman, nominated by the President”.
Question put and amendment agreed to.
Mr Banda 6:22 p.m.
Mr Speaker, I beg to move, clause 337 (1), add the following new paragraphs:
“(j) one representative from the Institute of Chartered Accountants, Ghana nominated by the Council of the Institute;
(k) one representative from Ghana Association of Restructuring and Insolvency Advisors nominated by the governing body of the Association;”
Question put and amendment agreed to.
Mr Banda 6:22 p.m.
Mr Speaker, I beg to move, clause 337, add the following new subclauses:
“(3) The President shall in appointing the members of the Board take into account gender balance.
(4) A member of the Board has the same fiduciary relationship with the Office of the
Registrar and the same duty to act with loyalty and in good faith as a director of a company in accordance with section 190.”
Question put and amendment agreed to.
Clause 337 as amended ordered to stand part of the Bill.
Mr Speaker 6:22 p.m.
Hon Members, that brings us to the end of the Consideration Stage for today.
We do not intend to have any Statements or other things on Thursday and I trust that, if we are punctual, we would be able to kill this Business without further ado. So, I implore all of you to please be timeous in your attendance.
ADJOURNMENT 6:22 p.m.