Debates of 2 May 2019

MR SPEAKER
PRAYERS 10:07 a.m.
VOTES AND PROCEEDINGS AND THE OFFICIAL REPORT 10:07 a.m.
Mr Speaker 10:07 a.m.
Hon Members, Correction of Votes and Proceedings of Tuesday, 30th April, 2019.
Mr Speaker 10:07 a.m.
Hon Members, Correction of Official Report of 20th March, 2019.
Hon Members, any correction?
rose
Mr Speaker 10:07 a.m.
Yes, Hon Minority Leader?
Mr Iddrisu 10:07 a.m.
Mr Speaker, just for the Table Office and the Hon Majority Leader to take note; it is not necessarily a correction, maybe, as and when we are doing Third Reading, we may have to do a Second Consideration.
rose
Mr Speaker 10:07 a.m.
Yes, Hon Yieleh Chireh?
Mr Chireh 10:07 a.m.
Mr Speaker, what the Hon Minority Leader has said, by our practice, we try to distinguish between nomination and appointment. Appointment is the formalisation of the whole process so if there are representatives from other Ministries or Departments, they send nominees. In this case, the President is nominating the person, but the formalisation of the appointment is done according to article 70 of the Constitution, and that is what I would want him to take note of. It may not be that there is something wrong with that.
Mr Speaker 10:07 a.m.
Thank you.
We will get to that bridge anyway.
rose
Mr Speaker 10:07 a.m.
Hon Majority Leader, let us get there and then we
interrogate the matter at a Second Consideration Stage.
Hon Members, any corrections to the Official Report?
Mr Speaker 10:07 a.m.
Hon Members, at the Commencement of Public Business, we would take Presentation of Papers and then we shall go on to the Consideration Stage.
Hon Members, item numbered 4(a) --
Yes, Hon Majority Leader?
PAPERS 10:07 a.m.
Mr Speaker 10:07 a.m.
Hon Members, item numbered 4(b).
Yes, Hon Minister for Aviation?

Hon Majority Leader and Minister for Parliamentary Affairs, are you in the position to present these Papers, so that we can make progress?
Mr Kyei-Mensah-Bonsu 10:07 a.m.
Mr Speaker, the substantive Minister has some engagements, but the Hon Deputy Minister is here. He can do so on his behalf.
Mr Speaker 10:07 a.m.
Hon Majority Leader, I thought I indicated that you can present the Reports if they are ready.
Mr Kyei-Mensah-Bonsu 10:07 a.m.
Mr Speaker, the Hon Deputy Minister for Aviation is here, so he would do the Presentation of that Paper on behalf of the Ministry.
Mr Speaker 10:07 a.m.
Hon Members, item numbered 4(b).
By the Hon Deputy Minister (Mr Yaw Afful) (on behalf of the Minister for Aviation) --
Budget Performance Report in Respect of the Ministry of Aviation for the Period January to December, 2018.
Referred to the Committee on Roads and Transport.
Mr Speaker 10:07 a.m.
Hon Members, item numbered 4(c).
rose
Mr Speaker 10:07 a.m.
Yes, Hon Minority Leader?
Mr Iddrisu 10:07 a.m.
Mr Speaker, I appreciate that it has been laid by the Hon Deputy Majority Leader and Minister of State at the Presidency in Charge of Procurement.
Mr Speaker, with respect to items 4(b), (c) and (d), I have not seen the designated Ministers in the Chamber. The Ministers must be in an emergency mood because this is an emergency recall; therefore, they should behave well. I can see the Hon Minister for Roads and Highways -- It is not for us to get to an item, when we are called to suspend holidays and come and work and they are still -- as I may assume -- rightly or wrongly, on holiday. They must be in the mood for emergency, even though I have no objection to the Hon Deputy Majority Leader doing so.
Mr Speaker 10:17 a.m.
Well observed. The Hon Ministers should please come
and let us work on the emergency matters duly before us. This is my order.
Let us make progress, please.
Mr Kyei-Mensah-Bonsu 10:17 a.m.
Mr Speaker, respectfully, for the records, the Hon Deputy Majority Leader is a Minister of State at the Presidency, so she qualifies to do this job.
Mr Speaker 10:17 a.m.
Hon Majority Leader, I am simply saying that let us make progress. If we do not go by the way I am saying, we would not make progress and fulfil our mandate.
Hon Members, we all know why we are here and the work ahead of us. If we would do a tit for tat, it would not help us.
Item numbered 4(c).
Mr Kyei-Mensah-Bonsu 10:17 a.m.
Mr Speaker, it is not a tit for tat. It is correcting the records.
Mr Speaker 10:17 a.m.
Hon Majority Leader, with all respect to you, you are responding to me and I do not want that to happen.
Item numbered 4(c).
Mr Kyei-Mensah-Bonsu 10:17 a.m.
Mr Speaker, I know -
Mr Speaker 10:17 a.m.
Hon Majority Leader, do not compel me to suspend Sitting. I advised both Sides, so kindly let us proceed with our business.
Item numbered 4(c).
Mr Kyei-Mensah-Bonsu 10:17 a.m.
Mr Speaker, we have done 4(c), so 4(d).
Referred to the Committee on Finance.
Mr Speaker 10:17 a.m.
Item numbered 4(d).
Mr Kyei-Mensah-Bonsu 10:17 a.m.
Mr Speaker, with respect to item numbered 4(d) the Minister for Food and Agriculture is not in the Chamber. I am told he has been invited to the Presidency, and if we have your indulgence, I would do so on his behalf.
Mr Speaker 10:17 a.m.
Hon Majority Leader, that ruling has been given and you are entitled to do so.
By the Minister for Parliamentary Affairs/Majority Leader (Mr Osei Kyei-Mensah-Bonsu) (on behalf of) the Minister for Food and Agriculture] --
Budget Performance Report in Respect of the Ministry of Food and Agriculture for the Period January to December, 2018.
Referred to the Committee on Food, Agriculture and Cocoa Affairs.
Mr Speaker 10:17 a.m.
Hon Members, we would now move to the Consideration Stage so that we would give ample time for all relevant Papers to be duly presented.
Mr Kyei-Mensah-Bonsu 10:17 a.m.
Mr Speaker, if I may, item numbered 5, Presentation and First Reading of Bills.
Mr Speaker 10:17 a.m.
Item numbered 5.
Mr Kyei-Mensah-Bonsu 10:17 a.m.
Mr Speaker, I know of some meetings going on and I had wanted to do it for the Minister but I am advised by the Table Office that they have just one copy and that other copies are being done. So when we have sufficient copies, then we would do that. In that regard, I guess we could continue with the Companies Bill,
2018.
Mr Speaker 10:17 a.m.
That is exactly what had come out as a result of this morning's meeting. The Hon Deputy Majority Leader had advised in that same connection and that is why I am following that order. We have met over it. So I was surprised about any further interventions.
Please, let us go as we had all discussed at the pre-Sitting.
Hon Members, item numbered 24, Companies Bill, 2018 at the Consideration Stage.
BILLS -- CONSIDERATION 10:17 a.m.
STAGE 10:17 a.m.
Mr Speaker, the new rendition would read 10:17 a.m.
“A Member of the Board shall hold office for a period not exceeding four years and is eligible for re-appointment but a member shall not be appointed for more than two terms.”
Mr Haruna Iddrisu 10:17 a.m.
Mr Speaker, so it would read:
“A Member of the Board shall hold office for a period of four years and is eligible for re- appointment but a member shall not be re-appointed …”

The “re-appointment” does not come -- [Interruption] -- let us carry the two on board to make it neater.
Mr Banda 10:17 a.m.
Mr Speaker, it would read:
“A Member of the Board shall hold office for a period of four years and is eligible for re- appointment but a member shall not be re-appointed for more than two terms.”
Mr Speaker 10:17 a.m.
The language, “shall not be re-appointed” should read,
“shall not be eligible for appointment after two terms”; use the legal language.
Mr Shaibu Mahama 10:17 a.m.
Mr Speaker, exactly so. The use of “re- appointment” ideally would not sit in because of the two terms -- “shall not be re-appointed for two terms”. This rendition sits well with this particular clause.
Mr Haruna Iddrisu 10:17 a.m.
Mr Speaker, I abandon the introduction of the word, “re-appointed”. What clause 338 is seeking to do is to say that a member of the board can serve only a maximum of two terms - four plus four -- and he is not, as you rightly said, eligible again for further appointments. So I support the Chairman's amendment.
Thank you, Mr Speaker.
Alhaji Muntaka 10:17 a.m.
Mr Speaker, I strongly believe that we could merge and take out “but a member shall not be appointed for more than two terms”, so that we can put “for another term only” after the “re- appointment”. So it shall read:
“A Member of the Board shall hold office for four years and is eligible for re-appointment for another term only.”
Then it becomes simple. That serves the same purpose but without the long sentence.
Mr Kyei-Mensah-Bonsu 10:17 a.m.
Mr Speaker, what the Hon Minority Chief Whip said is the standard language
that we have been using -- “But for a period not exceeding four years”.
Mr Speaker, it is so because even within the first four years, a person could be taken out. So we say:
“A member of the Board shall hold office for a period not exceeding four years and is eligible for re-appointment for another term only”.
Mr Speaker, that is the standard language.
Mr Banda 10:27 a.m.
Mr Speaker, given the rendition proffered by the Hon Minority Chief Whip and the Hon Majority Leader, I may have to abandon my proposed amendment. This is how it will now read:
“A member of the Board shall hold office for a period not exceeding four years and is eligible for re-appointment for another term only”.
Mr Speaker 10:27 a.m.
Would you like the expression “such term only”? That is; “…eligible for a further such term only”? Qualifying --
[Interruption] --
Mr Speaker 10:27 a.m.
Exactly. The use of the word “such” qualifies that one's term of office is limited to that which had already been served, otherwise, he or she may be invoking a new term of office.
Hon Chairman, I hope that you are with me?
Mr Banda 10:27 a.m.
Mr Speaker, yes.
Mr Speaker 10:27 a.m.
The use of “another such term only” means it is in line with the term of four years already indicated.
Mr Kyei-Mensah-Bonsu 10:27 a.m.
Mr Speaker, respectfully, as I said, the standard language we have been using in all the Legislation that we have been crafting is that “the person shall be eligible for re-appointment for another term only” for purposes of consistency.
Mr Speaker 10:27 a.m.
Very well. Let us make progress.
Question put and amendment agreed to.
Mr Banda 10:27 a.m.
Mr Speaker, this amendment stands in the name of the Hon Minority Leader.
Mr Iddrisu 10:27 a.m.
Mr Speaker, my initial thought was that clause 338(4) was addressed in subclause (2) but it appears to me that that is not the case. I do not want the ‘‘other than the Registrar of Companies'' repeated because I thought that it had found expression in subclause (2). However, it appears that subclause (1) deals with “term” and the other deals with “attendance to the meetings”.
Mr Speaker, so with your leave, I withdraw it.
Mr Speaker 10:27 a.m.
Hon Minority Leader, any further amendment? Are you withdrawing both (vii) and (viii)?
rose
Mr Speaker 10:27 a.m.
Yes, Hon Minority Chief Whip?
Alhaji Muntaka 10:27 a.m.
Mr Speaker, my reason for rising is that, I do not understand why the Hon Minority Leader is abandoning his amendment. It means that we are encouraging the Registrar to absent himself or herself for more than three times and continue to be a Board member. I thought that it should just be:
“A member of the Board who is absent from three consecutive meetings of the Board without sufficient cause ceases to be a member”.
So that even the Registrar will see it as an obligation to attend meetings.
The reason I am saying this is that
-- 10:27 a.m.
Mr Speaker 10:27 a.m.
Hon Minority Chief Whip, you are arguing incidentally on that which is withdrawn.
Alhaji Muntaka 10:27 a.m.
Mr Speaker, the Consideration Stage is flexible and I think this is necessary and that is why I was drawing your attention to it.
Mr Speaker, I would not want to mention the period, but sometime
back, we witnessed some rift between the Board Chairman and the Chief Executive Officer (CEO). Because the Company secretary was different from the members of staff, they held meetings behind the CEO or the CEO decided not to be attending meetings.
Mr Speaker, so, I think that with all the Bills that we have done, I do not see this as an exception for the CEO. Why do we want to exempt the Registrar in this particular instance? Unless the Hon Chairman has a good reason for which he wants to exempt the Registrar from this clause, what we have done means that the Registrar could oblige not to attend any of the meetings and continue to be a Board member. So if the Hon Chairman could provide reasons why he thinks the exception should only be for the Registrar.
Mr Kyei-Mensah-Bonsu 10:27 a.m.
Mr Speaker, clause 337 is on the “Governing body of the Office of the Registrar”. So if the Hon Member is saying that if the Registrar is unable to attend meetings, he must also be declared as no longer belonging to the Board -- This is the Board of the Registrar and not the Companies. So, he or she must be persuaded to be in attendance, but in his absence, he cannot say that, in that regard, he ceases to be a member. If he ceases to be a member, he should cease to be a Registrar but that is far-fetched.
Alhaji Muntaka 10:27 a.m.
Mr Speaker, with the greatest respect, yes, it looks like it would be very awkward for the Registrar not to be in the meeting, but as I said, there has been an instance
where we could make mention of -- and I am sure that if I shoud remind the Hon Majority Leader he may recollect. There was an instance where there was a rift and because of that the CEO chose not to attend Board meetings and that is why I am saying that once he -
Mr Speaker 10:27 a.m.
The person risks being sacked.
Alhaji Muntaka 10:27 a.m.
Mr Speaker that is exactly what I am saying. Once we say that sufficient cause must be given --
Mr Speaker 10:27 a.m.
Hon Member, it does not appear as if this has been grounded with others. So, if there is any further Second Consideration, you may do so.
Hon Chairman, you may proceed with item numbered (ix).
Mr Banda 10:27 a.m.
Mr Speaker, we are on item numbered (iii).
Mr Speaker 10:27 a.m.
I do not get you.
Mr Banda 10:27 a.m.
Mr Speaker, we are on clause 338 --
Mr Speaker 10:27 a.m.
Hon Chairman, are you adopting clause numbered (viii)?
Mr Banda 10:27 a.m.
Mr Speaker, we are now on clause 338(5), item numbered (iii) on the Order Paper.
Mr Speaker 10:27 a.m.
Clause 33?
Mr Banda 10:27 a.m.
Mr Speaker, we are on page 16 of the Order Paper, clause 338(5), item numbered (iii).
Mr Speaker 10:27 a.m.
That is item numbered (iii)?
Mr Banda 10:27 a.m.
Mr Speaker, yes, item numbered (iii).
Mr Speaker 10:27 a.m.
Yes, proceed.
Mr Banda 10:27 a.m.
Mr Speaker, I beg to move, clause 338 subclause (5), lines 1 and 2, delete “and for good cause”.
Mr Speaker, so, it will read 10:27 a.m.
“The President, may by letter addressed to a member revoke the appointment of that member”.
Alhaji Muntaka 10:27 a.m.
Mr Speaker, I really do not understand why the Committee wants to delete this. I keep saying that we need to allow practices in this country to guide us as we legislate on these Bills.
Mr Speaker, this is because -- I would be specific with this one. We remember when the Bank of Ghana was dissolved by a President. A member went to the Supreme Court and the decision of the President was reversed and so, leaving it as “ and for good cause” is for a reason.
Mr Speaker, so we should not delete it. It is true that the President appoints and revokes appointments without reason, but the practice and what happened in court should inform all of us. So, we should not delete the original rendition; “and for good cause”.
Alhaji I.A.B. Fuseini 10:37 a.m.
Mr Speaker, on this occasion, I beg to disagree with the Hon Minority Chief Whip.
Mr Speaker, we cannot add “and for good cause” because that has already been provided in article 296; so we cannot add it. Mr Speaker, article 296 is a discretion vested in the President under clause 338 (5) and that discretion would be exercised in accordance with article 296, so why do we have to put it there?
Mr Banda 10:37 a.m.
Mr Speaker, besides what the Hon Ranking Member has said, if we were to legislate the way the Hon Minority Chief Whip has proposed, it would mean that the President would be compelled to give a reason in the revocation letter. In any case, whether we legislate for a good cause or not, whoever is dismissed from the Board could still have to resort to the courts to
challenge the validity or otherwise of his revocation by the President. So the fact that this “and for good cause” is there would still not bar any member from going to court if he or she thinks his or her revocation is wrong.
Mr Speaker 10:37 a.m.
If it has been provided by law and something could be done for a good cause, then whoever took a decision could be sued to prove that it was for a good cause.
So, let us put the Question and make progress.
Question put and amendment agreed to.
Mr Banda 10:37 a.m.
Mr Speaker, I beg to move, clause 338 subclause (7), paragraph (a), delete “(3) or (4) or” and insert “(2) of”.
Mr Speaker, so, it would read 10:37 a.m.
“Where there is a vacancy under subsection (2) of section 340”.
Mr Speaker, this is the correct reference.
Question put and amendment agreed to.
Clause 338 as amended ordered to stand part of the Bill.
Clause 339 -- Meetings of the Board
Mr Banda 10:37 a.m.
Mr Speaker, I beg to move, clause 339, subclause (1), line 2, delete “times and in the places” and insert “time and place”.
Mr Speaker, I beg to propose a further amendment that in line (2) after “at” insert “a”.
Mr Speaker, so, it would read 10:37 a.m.
“The Board shall meet at least once every three months for the despatch of business at a time and place determined by the chairperson.”
Question put and amendment agreed to.
Mr Haruna Iddrisu 10:37 a.m.
Mr Speaker, I beg to move, clause 339, subclause (2), line 3, delete “place and time” and insert “time and place''.
Mr Speaker, this is also a consequential amendment to the earlier one.
Question put and amendment agreed to.
Mr Speaker 10:37 a.m.
The next amendment stands in the name of the Hon Minority Leader.
Mr Banda 10:37 a.m.
Mr Speaker, we have already effected that amendment in my earlier proposed further amendment.
Mr Speaker 10:37 a.m.
Thank you very much.
The next amendment stands in the name of the Hon Chairman and Hon Iddrisu.
Mr Banda 10:37 a.m.
Mr Speaker, I beg to move, clause 339 subclause (4), line 1, after “members” delete all the words up to the end of the subclause.
Mr Speaker, when we say “an important matter” we would engender conflict in the boardroom because every matter that comes to the Board, particularly, for the Registrar of companies, any decision is an important matter. So, I do not think that it should be “a greater number determined by the Board in respect of an important matter”. When there is a greater number, they should determine all matters and not just an important matter.
Mr Speaker, it is on the basis of this reasoning that we seek to proffer this amendment.
Alhaji I. A. B. Fuseini 10:37 a.m.
Mr Speaker, the Hon Majority Leader may bear me out -- after deleting all the words after “members” we would have to insert “of the Board”. So that it would read “the quorum of a meeting of the Board is five members of the Board”.
Mr Speaker 10:37 a.m.
Hon Chairman, do you agree?
Mr Banda 10:37 a.m.
Mr Speaker, I have no objection.
Question put and amendment agreed to.
Mr Kyei-Mensah-Bonsu 10:47 a.m.
Mr Speaker, before you go to clause 340, I would like to crave your indulgence to let us go back to clause 338. The amendment that the Hon Chairman sought to move, which has been approved, I believe we have to have a second look at it.
The clause 338, subclause (7), paragraph (a), we deleted “(3) or (4) or” and inserted “2 of section 340”.
Mr Speaker, that is inaccurate. It should rather read; “under subsection (3) or (4)”, that is 338 itself, because under 338 (3) and (4) we have; “a member of the Board may at any time resign from office in writing addressed to the President through the Minister”; and subsection (4) says “a member
of the Board other than Registrar of Companies who is absent from three consecutive… ceases to be a member”.
When this happens, the Minister must notify the President, so subsection (3) or (4) should be maintained. Then subsection (2) of 340 should be included, but we should not delete (3) or (4).
Hon Chairman, do you appreciate the issue that I am raising? So subsection (3) or (4) under section 338 is important, and then we include subsection (2) of section 340. That is how it should have been.
Alhaji I.A.B. Fuseini 10:47 a.m.
Mr Speaker, we misread that section during our winnowing. Indeed, what the Hon Majority Leader is saying is the case, and that is why in the initial formulation it was “where a vacancy occurs under subsection (2) or (4) of this section ...”. We should have just indicated “of this section or subsection of 340”, because both create vacancies.
In subsection (2) of 340, it is when there is a conflict and that person resigns. It should be added. That was the original formulation.
Mr Banda 10:47 a.m.
Mr Speaker, the Hon Majority Leader is right, except that we may not add “(3) or (4) of this section”, because it refers to this section, but under subsection (3) or (4) or subsection (2) of section 340.
So Mr Speaker, I would take the rendition again; “under subsection (3)
or (4) or subsection (2) of section
340”.
Question put and amendment agreed to.
Mr Kyei-Mensah-Bonsu 10:47 a.m.
Mr Speaker, just to straighten it, the amendment that was moved would no longer stand. We are rescinding the decision we took on that to have (3) and (4) deleted, so now what we are doing is that the original is there, but we are inserting the words after the second “or”, “ subsection 2 of” -- just that. So, we would have the full complement to read; “under subsection (3) or (4) or subsection (2) of section 340”.
Mr Speaker 10:47 a.m.
Thank you. That brings clarity to it, for the avoidance of any doubt.
Clause 338 as amended ordered to stand part of the Bill.
Clause 340 -- Disclosure of interest
Mr Banda 10:47 a.m.
Mr Speaker, I beg to move, clause 340 subclause (1), opening phrase, line 2, at end add “shall” at beginning of paragraphs (a) and (b).
So Mr Speaker, the “shall” would join the preamble provision to read; “a member of the Board who has an interest in a matter for consideration by the Board shall…”
Question put and amendment agreed to.
Clause 340 as amended ordered to stand part of the Bill.
Clause 341 -- Establishment of committees
Mr Haruna Iddrisu 10:47 a.m.
Mr Speaker, I beg to move, clause 341 subclause (2), delete.
Mr Speaker, it is not as if every committee of the Board must have a member of the Board. What if there is a committee of non-members entirely?
So that is the essence of my proposal to delete subclause (2).
Mr Banda 10:47 a.m.
Mr Speaker, this issue came up at the winnowing stage, and it was discussed. But what we came to, at the end of the day, was that the meaning of this provision is to the effect that there would not be non- members of that subcommittee only. Because this provision is saying that a committee of the Board, if it consists of only non-members, shall be chaired by a member of the Board.
What it means by implication is that a committee of the Board would not be composed solely of non-members of the Board. It can only be composed of either members of the Board, or members of the Board and non- members of the Board.
What we seek to do is not to allow a non-member of the Board to chair a committee of the Board.
Alhaji I.A.B. Fuseini 10:47 a.m.
Mr Speaker, the only reason we did not delete (2) is that the Registrar can at any time, constitute a committee consisting of non-members of the Board.
However, they become advisors, but do not become a committee of the Board in terms of this law. Where a committee is composed, consisting of members of the Board and non- members, that is a committee of the Board, and its findings should be findings of the Board.
Mr Speaker, we were faced with two issues. In previous legislations, we provided that where a committee has been established by the Board consisting entirely of non-members, that committee would be an advisory committee. We may want to put it there, since the Hon Chairman of the Committee could do so. It is even in the next amendment and that is why we left it that way.
[Interruption.] --
Mr Chireh 10:47 a.m.
Mr Speaker, I support the deletion of the clause as proposed by the Hon Minority Leader. This is because if we look at the categories of committees that the first subclause talks about, we have subclause (1), which says that they could be both non-members and members, and then we have this clause which says that they should be non- members.
However, there are three categories of committees. They could be a standing committee of the Board and
that standing committee has specific functions that it does. So, in that case, it has to be a member of the Board, if that person has the requisite qualification.
Mr Speaker, sometimes we could even have a combination of non- members and members, but because of the special expertise of a non- member, he may even be made the chairperson. So, I believe that the issue is that we should delete this one, as he says, and leave it out completely. This is because with the other issue of being an advisory, it applies to almost all the committees, except the standing committee.
Mr Speaker, if a standing Committee is said to carry out specific functions, then it means that it has the sanctions of the Board. If not, then they are all advisory, but it is good that the second amendment is taken to secure this, so it should be deleted.
Mr Iddrisu 10:47 a.m.
Mr Speaker, before the Hon Chairman comes in, we are dealing with the Companies Bill, 2018. We currently have problems with the banking sector for instance. The Registrar of Companies and the President could decide that they would want to understand some of the issues. It may not be in the knowledge of only members of the Board, and so we may set up a committee of non-members of the Board. My application, therefore, is just to accommodate two types of committees as a creation of this Bill. We could have two or three types of
committees. We could have the first one, where they all could be members of the Board and the second type, where we could have a mix of members and non-members. The final one is the type which I introduced as having entirely non-members.
Mr Speaker, that is safer, and that is what we should do, so that we do not tie their hands. This is because there may be a particular matter which is not peculiarly within the knowledge of members of the Board, but they may want to delve into it in order to appreciate the issue. So, I would want to urge the Hon Chairman that clause 341, subclause (2) be deleted, so that we do not tie it such that we would not have a Committee of non- members chaired by a member of the Board.
Mr Speaker, it is possible that we could just appoint a committee which would have their Chairman, but would work and report to the Chairman, for him to take remedial action. With matters of companies, every other day, new issues come up that need to be dealt with.
Mr Speaker, I so submit.
Mr Kyei-Mensah-Bonsu 10:47 a.m.
Mr Speaker, I believe that as far as I am concerned, we could take either of the proposals. If we have a committee composed of non-members and they come with a report, the report would be submitted to the Board and when it is sent to the Board. At the level of the discussion, if we have a member to chair that committee, the member
then would have known the facts and would speak to the issues. In that case, we may not need any of the non- members to be at the meeting.
Mr Speaker, on the other hand, if we have a committee comprising non-members and chaired by a non- member, then if there is a technical issue, necessarily, they would have to be there to speak to the report; except that when it comes to voting, they may not participate in it. That is why I say that either way is right. I have no particular fixation.
Mr Speaker 10:47 a.m.
Hon Chairman, if I may add, there could be times when they would want to leave a particular matter to experts to come and pronounce upon. After all, they would bring that back to the Board and then the non-member chairman of the committee would report to the Board, being so invited specifically for the purpose. After that, the Board would take a decision.
However, at least, it would have the fullness of technical advice, whether it is a legal, scientific, engineering or whatever matter. And it would be in a manner that would recuse certain controversies before the Board, and then the Board members would have an expert's independent view point.
Mr Banda 10:47 a.m.
Mr Speaker, having listened to submissions on the Floor and having taken a cue from your good self, I would associate myself with what the Hon Minority Leader says.
Question put and amendment agreed to.
Mr Speaker 10:47 a.m.
Hon Members, we would take the further amendment that stands in the name of the Hon Chairman.
Mr Banda 10:47 a.m.
Mr Speaker, I beg to move, clause 341, add the following new subclause:
“(#) A committee of the Board composed of non-members of the Board shall be advisory.”
Question put and amendment agreed to.
Clause 341 as amended ordered to stand part of the Bill.
Mr Speaker 10:47 a.m.
Hon Members, we would take clause 342.
Clause 342 -- Fees and allowances
Mr Banda 10:47 a.m.
Mr Speaker, I beg to move, clause 342 Headnote, delete “Fees and”.
Question put and amendment agreed to.
Mr Banda 10:47 a.m.
Mr Speaker, I beg to move, clause 342, line 2, delete “fees and”.
Mr Speaker, the new rendition would read 10:47 a.m.
“…members of the Board and members of a committee of the Board shall be paid allowances to be determined by the Minister in consultation with the Minister responsible for finance.”
Mr Iddrisu 11:07 a.m.
Mr Speaker, I agree with him, but it appears that consistently, we have always said “shall be paid such allowances”. In other legislations, I have seen that used. So, we should just say, “shall be paid allowances”.
Alhaji Muntaka 11:07 a.m.
Mr Speaker, I would want to get clarity from the Hon Chairman. Is it that we intend to use this Bill to scrap the payment of fees to Board members so that only allowances would be paid? The practice is that Board fees are paid quarterly, but as meetings are held monthly, members are given allowances. So, if it is the intention to use this Bill to cancel all Board fees, let us say so.
Mr Speaker, the international best practice is that, like the banks, Board members are paid fees. Some pay monthly, some quarterly and others annually; but for the meetings that are held, they are paid allowances. So, I would want to get clarity from the Hon Chairman.
Mr Speaker, is it that they intend to use this Bill to scrap the fees? Other than that, the original rendition better describes the practice. Let us not do things that deviate from the practice and create confusion after we have passed this Bill unless, otherwise, this is what we really want to do.
In most of our companies, Ghana Oil Company (Goil), Ghana Cocoa Board (COCOBOD), Ghana National Petroleum Corporation
(GNPC), GCB Bank Limited and almost all the banks, they pay fees and allowances. Let us get the clarity.
Mr Chireh 11:07 a.m.
Mr Speaker, this Board is one being set up under the Registrar's Office, so, it is public. It is not a commercial entity as the Hon Minority Chief Whip said. We are not doing this for companies; we are doing this for a public corporation. They do not have fees; there can only be allowances, but in banks and other commercial places where fees can be paid.
In fact, we should not even encourage that because it means the people would pay themselves fees and then also meet 10 times to get allowances. This one is to be determined in consultation with the Hon Minister responsible for Finance; so it is strictly not one of the things that other institutions pay fees.
Mr Speaker, I believe that the Hon Chairman's amendment is correct.
Mr Kwasi Amoako-Attah 11:07 a.m.
Mr Speaker, I tend to agree with the Hon Minority Chief Whip.
In talking about the composition and putting together a board, the terms “fees” and “allowances” are both applicable depending upon the period and the issue in question, and it does not matter whether we talk about a board in a limited liability company or a board relating to what is under consideration. A board is a board.
Mr Speaker, we talked about allowances wherever remunerations
for sitting are paid. Once a board sits, we refer to their payment as “allowances”.
Mr Speaker, with your permission, if you take clause 341, “Establishment of Committee”, subclause (1) reads:
“The Board may establish committees consisting of members of the Board or non- members or both to perform a function.”
Mr Speaker, once we bring in “non-members”, perhaps, we have co-opted certain people to offer specialised advice or they may even come in as consultants. We may need the services of those people. We may either co-opt them, or they come in on ad hoc basis; they are not members of the Board. They have not been sworn in, but we would want to take advantage of their expertise, knowledge and experiences or we may refer something to them to give an opinion.
Once they come in as consultants, we cannot talk about their payment as allowances. Their payments would then be referred to as “fees”. Attempting to remove “fees” is dangerous because allowances can only be paid when the Board sits, but if they make use of expertise as consultants, the payments of the consultants cannot be described as “allowances”; it would be described as “fees”. So, both fees and allowances, as the original headnote says, must be maintained.
Mr Chireh 11:07 a.m.
Mr Speaker, I would want to refer the Hon Member who just spoke to article 190(b). We are
An Hon Member 11:07 a.m.
Clause 346.
Mr Chireh 11:07 a.m.
That takes care of their consultancy fees. It cannot be the normal committee of a Board to charge that. In other legislations, we put there that the Board can appoint experts or consultants, in which case, they would be paid consultancy fees as appropriate. But if one is a member of the committee, like we have under the Ghana Highway Authority (GHA), there is a Board and it sets up committees to work for them. Which experts would we pay there? They are already paid by the Government of Ghana.
The Board can engage the services of consultants or experts and pay them fees, but that is a separate provision which should not come under the Committee.
Alhaji Muntaka 11:17 a.m.
Mr Speaker, I would want my Hon Colleagues to advert their minds to what we are talking about in practical terms. When an issue comes to the Board and they require the services of experts and they use them to set up committees of the Board --
Mr Speaker, even here in Parliament, if something happens, we set up a committee of experts to, maybe, scrutinise a budget for us. We set up that committee without any Hon Member of Parliament being a member, but those are purely technical people.
If we say we would pay them allowances, they would not take it; they would charge a fee which we would negotiate and agree to pay, but they are a committee you set up, in this case, a committee of Parliament.

So, the Board can set up a committee of experts to address a specific issue. It is not like engaging a consultant, but still under the committees that are set up under the board. Like we just argued it out, these are chaired by a non-member, and the other members are all not members of the Board and would advise the Board on a specific issue. However, these are experts and they would charge fees.

If you say you would give them allowances and they would either take it or leave it, we would hinder the work of this Board. So, we better leave the fees, so that when it is necessary, they would pay fees to experts. However, when they are members of the Board they would be given allowances.
Mr Iddrisu 11:17 a.m.
Mr Speaker, for the abundance of caution, we would not lose anything and this Bill would not
suffer if we maintained “fees and allowances”. Listening to the Minister for Roads and Highways, he has lived in both worlds - private life and public life. Management of a wholly private entity and how its operations are done can be of benefit to the public entity.
For instance, on the matter of insolvency and liquidation, if we want a committee to look into it, we would employ the expertise and services of experts and pay them fees, not allowances. So, the Hon Chairman should leave “fees and allowances” and as and when it is appropriate for allowances or fees, they would pay them. We should not put them in a straightjacket and then tomorrow, there would be a difficulty and auditors would query why fees were paid instead of allowances.
Mr Speaker, if the Hon Chairman has no objection, he should leave the headnote and the body of clause 342 as they are, so you would put the Question on clause 342 as it stands. We would be happy to support the Hon Chairman for it to read “Fees and allowances”.
The important thing there is the consultation between the Minister for Finance and the supervising Minister. I have heard the Minister for Finance go public on some of these allowances; whether those have been implemented in breach or in honour is another debate. We should leave “Fees and allowances” in order to give them an open opportunity tomorrow
to decide which is convenient and appropriate.
Mr Speaker 11:17 a.m.
Thank you very much, Hon Minority Leader; that is well taken.
Hon Chairman,are you per- suaded?
Mr Banda 11:17 a.m.
Mr Speaker, listening to Hon Members, I get two issues. The first is whether members of the Board should be paid fees; and the second issue is whether experts and consultants should be paid fees. What I gather is that members of the Board can only be paid allowances and if consultants and experts are engaged to perform specific assignments, they can only be paid fees. That being the case, we have a provision dealing with consultants and experts.
Mr Speaker 11:17 a.m.
Hon Chairman, there can be and there have been instances where a Board would decide to appoint, maybe, two of its members for professional reasons, to go into a certain matter in a different manner and report back to the Board. There, a member of the Board would act professionally and may be entitled to fees over and above allowances. So, there cannot be a real dichotomy that if you are a member of the Board, then you cannot be paid fees under any circumstance. It has happened and it happens.
Ms Sarah Adwoa Safo 11:17 a.m.
Mr Speaker, I tend to agree with the proposed amendment of the Hon Chairman of the Committee. Members of the Board or committee, which is a committee of the Board,
Mr Andy K. Appiah-Kubi 11:17 a.m.
Mr Speaker, the way I see it, the intention is the same, that we want to create a situation where members of the Board are only paid allowances and non- members of the Board, invited for a specific purpose, are paid fees to be determined by the Minister in consultation with the Minister for Finance.
Let us separate them, so that we cancel the fee payment for Board members and make it “allowance” only for Board members in whatever capacity they serve. Save that, non- members of the Board appointed for specific assignments, shall be paid fees determined by the Minister in consultation with the Minister for Finance, so that we capture the two scenarios and not encourage any duplication.
Mr Shaibu Mahama 11:17 a.m.
Mr Speaker, I think that we are confusing two things. When we say “Board”, it means Board of Directors; and in corporate practice, they are paid fees. That is why in preparing the annual account, we have a portion called Directors' fees. So, the distinction that we seek to do would not inure to the benefit of this Act. Therefore, there are fees for Directors, and by extension, the Board of Directors.
When we say Board, people simply construe it to mean that it excludes a Board, but it means a
Board of Directors; and Directors are paid fees. Allowances are paid for specific work done by the Board. So, the two must go together and there is nothing wrong with that.
Mr Kyei-Mensah-Bonsu 11:27 a.m.
Mr Speaker, to save all of us time, and in order to also be able to take care of the factor of “fees”, we can just amend the headnote to read, “Fees or allowance”. But when we come to the body, members of the Board and members of the Committee of the Board shall be paid fees or allowances, as the case may be, to be determined by the Minister in consultation with the Minister responsible for Finance, and that would take care of the two legs. I believe that is how it should be done. — [Interruption] — If we conjunct it, it would then mean that the members of the Board must necessarily be paid fees which may — [Interruption]
Mr Speaker 11:27 a.m.
And that presumes that it is possible for a person who is a member of a Board, nevertheless, should be paid professional fees where necessary because there are many times where, in fact, one of the best people you can refer a specific matter to, whether it is financial, legal or mechanical, is on your Board, and so the Board itself says, you and the other, whoever, go and look into this further and advise us. That further looking and advice would attract professional fees for which you are
asking them to go and work. This is the distinction that perhaps Members should be mindful of.
Mr Haruna Iddrisu 11:27 a.m.
Mr Speaker, I see nothing wrong with clause 342 as captured in the Bill, “Fees and allowances”, and what the Hon Majority Leader has just sought to introduce, as you may be aware, there is a judicial pronouncement by the Supreme Court on the words, “and or”. I will get the case, and so it is not just about the choice of words, “...Fees” or” no — Fees and allowances. Let us leave it to them. Where it is appropriate to pay fees, they would pay; and where it is appropriate to pay allowances, they would do.
Mr Speaker 11:27 a.m.
So you agree with him, save that you want it to be simply, “Fees and allowances”.
Mr Haruna Iddrisu 11:27 a.m.
Absolutely, not “or allowances”.
Mr Speaker 11:27 a.m.
But the Hon Majority Leader is of the view that the value is the same. That being so, then we would take your view.
Mr Avedzi 11:27 a.m.
Mr Speaker, I am trying to look at what we are debating, to distinguish between the Board of Directors of a company and the Board Members of a Registry.
Mr Speaker, with the company, Members of the Board, which are Directors, are paid fees. But with the Registry, which is under the purview of Government, they are entitled to allowances. And so if here, we are
Mr Speaker 11:27 a.m.
Hon Second Deputy Speaker, I was going to call you anyway. I saw a clear indication in your face that you had something to say.
Mr Alban S. K. Bagbin 11:27 a.m.
Mr Speaker, with regard to the Board we are talking about, if we look at the composition of the Board that we are talking about, it includes non- members, professionals from outside, who are doing their own work and we want them to come and apply their expertise to support the Office of the Registrar. When we talk about fees, they are fixed, and it is paid either monthly, quarterly or annually. However, allowances are paid to let a person perform a specific function; for instance, you come to sit, you get sitting allowance. You are to move to Tamale to perform a function and that body would not be able to provide vehicle, so you get transport allowance. And so there are differences.
Mr Speaker, in this situation, we are talking about lawyers, people in business, academia and others; private enterprise federation, representatives from them. They are not workers in the Office of the Registrar. And so usually, you give them a fee which they get at a specific time. But when you attend, then allowances are paid.
For instance, one could be given a specific job to do, and for a month, the person apply himself or herself to submit a report to the Board. But on the date of the meeting, you may not be able to attend that meeting and so you would not be getting sitting allowance. But the Director's fees would take care of the professionalism that you have applied; the human capital that you have used to assist. The services that you have rendered is paid in fees. And so the title is correct; “Fees and allowances”. We should not disturb it.
Mr Speaker 11:27 a.m.
“Fees and allowances”. Let us not disturb it. — [Laughter]
Hon Members, unless we come to a conclusion on this, I will stand it down.
Mr Chireh 11:27 a.m.
Mr Speaker, as I said before, this is a public body, and so in the Audit Service Act, 2000 (Act 584), which is similar to the Registrar's Office, this is what we said under section (8) — “Engagement of consultants and experts”, and I beg to quote:
“The Board may engage the services of such consultants and other experts as it may consider
necessary for the efficient discharge of the duties of the Service.
The consultants and experts shall be engaged on such terms and conditions as the Board may determine.”
Mr Speaker, the confusion arises so long as this is not in this Bill. But strictly speaking, in the case of the Audit Service Act, we had committees. And again, the allowances of the committees are to be determined in consultation with the Minister, and fortunately, it is the same Minister.
But the point I am making is that, if we want to introduce fees here, people —
Mr Speaker 11:27 a.m.
Hon Yieleh Chireh, so you want us to keep the original rendition as part of the Bill?
Mr Chireh 11:27 a.m.
Mr Speaker, if we can introduce the power of the Board to engage consultants and expertise and determine their fees et cetera that is different, but we should not combine them, because the Ministry of Finance is not here. It has implications for the authorities.
Mr Speaker 11:27 a.m.
Your conclusion therefore is that?
Mr Chireh 11:27 a.m.
We should include a similar provision in this one to take care of experts and consultants.
Mr Speaker 11:37 a.m.
Hon Members, we will stand clause 342 down and proceed with clause 343.
Hon Chairman, you would consult.
Clause 343 -- Regional offices
Mr Banda 11:37 a.m.
Mr Speaker, I beg to move, clause 343, subclause (1), line 1, delete “shall” and insert “may”
So, the new rendition would read:
“The Board may on the recommendation of the Registrar of Companies appointed…”
Mr Iddrisu 11:37 a.m.
Mr Speaker, I oppose the Chairman's amendment, but I may have to seek your leave. As at 8.00 p.m., I submitted some amendments to the Table Office on this.
Mr Speaker, I oppose the Chairman's amendment because for registration of companies, why must somebody from Nadowli struggle to come and register his company in Accra? When we claim we are creating an entrepreneurial country, the ease of doing business is measured accordingly. So, the obligation under clause 343 -- the Board “shall”; it is not “may”. Indeed, in each of the sixteen (16) regional capitals, they must have offices, so that Ghanaians can relate.
Mr Speaker, evidence abound that Small and Medium Enterprises -- during the Second Reading, I stated
Mr Speaker, if I have your leave, clause 343 should read 11:37 a.m.
“The Board shall establish regional offices of the Office of the Registrar in each regional capital.”
The rest of the words should be deleted. They must mandatorily have offices in all the regional capitals.
Mr Speaker 11:37 a.m.
Chairman of the Committee, do you agree? This is the era of decentralisation; it is the era of going to the people.
Mr Banda 11:37 a.m.
Mr Speaker, I think that even if we maintain “may”, it will still take care of --
Mr Speaker 11:37 a.m.
Hon Chairman, it would not, because we all know the big distinction between the two: “shall” is mandatory and “may” is optional. That is legally determined.
If you agree, then kindly --
Yes, Hon Minister?
Ms Patricia Appiagyei 11:37 a.m.
Thank you, Mr Speaker.
In considering the proposal, I am looking at the situation where e- registration can be embarked upon and I wonder whether in the face of centralisation and decentralisation of information, if it is registered anywhere, it would place it at the appropriate region and it may not have to necessarily open an office at the regions. So I think “may” should suffice.
Mr Banda 11:37 a.m.
Mr Speaker, we decided to take “may” because resource constraints can also be a factor. If the resources are not there and it is made mandatory, it would then mean that the Registrar of companies will be compelled to open an office in each of the regional capitals.
Mr Speaker, when we leave it open-ended, as to when resources are available, then the Registrar will in his or her wisdom, open a regional office in a particular region.
Secondly, if we should adopt the rendition by the usage of the word “shall” and thereby make it mandatory, then we must bring in a time period within which that regional office must be opened. If we say, “the Registrar shall open a regional office” without putting a time limitation on the provision, then it would have been better if it was not provided at all. If it is mandatory, when should the Registrar open the office? That has not been stipulated. Even if we should put a time limitation on it, the Registrar will still be challenged, if the resources
Mr Speaker 11:37 a.m.
Hon Minority Leader, your last word and then I would put the Question.
Mr Iddrisu 11:37 a.m.
Mr Speaker, I still maintain my opposition to the Hon Chairman in wanting to substitute “shall” for “may”.
Mr Speaker, the mandate of this Bill is to regulate and inspect. If we should ask the Registrar to come and tell us the number of companies registered and operational in the North East Region, how would we get that answer?
Mr Speaker, for tax purposes, I get the Hon Deputy Minister for Environment, Science and Technology -- When we come to clause 361, electronic matters are dealt with.
Mr Speaker, the Hon Chairman said that the Registrar-General's Office should be granted financial autonomy under the Bill. He has further said that the Registrar- General's Office must retain some of the fees. So, the Hon Chairman has
no excuse saying that they would have no money to set up offices. We should create it as a matter of statute. They would deal with capacity but we are not just dealing with registration. If we are asked about the number of companies that are viable and operational for tax purposes in the Ashanti Region, we would struggle as a country.
Mr Speaker, so we should create the regional office. I think that if the amendment to clause 343(1) stands, clause 342 would become irrelevant. We would give them the power to shut down or direct the cessation of the operation of regional offices. It is just like saying that tomorrow, a board can say that a particular office should not function again. Hon Chairman, kindly look at clause 342 well. We should create offices in the regions. Matters of capacity --
Mr Speaker 11:37 a.m.
Thank you very much, Hon Minority Leader, you have got that point. The Hon Second Deputy Speaker will have the last word and I will put the Question.
Mr Bagbin 11:47 a.m.
Thank you very much, Mr Speaker.
We want the Board to take a decision. Do we want the Board to have the discretion or we want it to be mandatory? If we want it to be mandatory, then it must be “shall”, but if we use the word “may”, then the Board can decide not to establish the office. But the intention is not just to decentralise, but to reduce the cost and to ease the processes of doing business. It is important that it should

be mandatory. That is why we have decentralisation. Even with the electronic -- whether it is e- governance, e-parliament -- we know the challenges involved.

Even what is happening in the Passport office -- with all the information technology systems- people still have to travel to come and pick their passports even after completing the forms on the platform.

So, it is important for us to make it mandatory for the Board to establish the offices at the regional capitals. As to when, the second part of the clause is taking care of that. According to the proposal, it shall determine that one. It is not left to them to determine it because we would be eroding the effect of the first “shall” and they may also even propose “shall”. Looking at the resource constraint, the Board would take the decision that they would establish it when funds are available; that is what is being taken care of by the clause.

So Mr Speaker, I think that the Committee, led by the Hon Chairman, should rather withdraw the proposed amendment.
Mr Speaker 11:47 a.m.
Hon Chairman of the Committee, we have to move forward -- whether “shall” or “may”.
Hon Chairman, have the last word and we may have to vote where necessary.
Mr Banda 11:47 a.m.
Mr Speaker, we are of the view that a regional office must be established in order to retail out the office of the Registrar-General to almost every regional capital.
Mr Speaker, listening to what Hon Members have said, I would abandon our proposed amendment and accept what is already in the Bill, which is “shall”.
So it would read:
“The Board shall establish the regional offices of the Office of the Registrar in each regional capital within a period that the Board may determine.”
Question put and amendment agreed to.
Mr Speaker 11:47 a.m.
Hon Chairman, what do we do with the rest of the amendments numbered (xvi) and (xvii)?
Do you abandon them or what do we do?
Mr Banda 11:47 a.m.
Mr Speaker, under clause 343 subclause (2), line 1, delete “shall” and insert “may”.
So it would read:
“The Board may on the recommendation of the Registrar of Companies…” and the rest follows.
Question put and amendment agreed to.
Mr Banda 11:47 a.m.
Mr Speaker, I beg to move, clause 343 subclause (3), delete.
Mr Iddrisu 11:47 a.m.
Mr Speaker, I would indulge the Hon Chairman, clause 343, subclauses (2) and (3) should both be deleted, if he has no objection.
In subclause (3), when we go further, there are provisions under clause 346 as to appointments.
Clause 343(2) reads:
“The Board shall on the recommendation of the Registrar of the Companies appointed under section 345, shut down or direct the cessation of the operation of a regional office …”
Mr Speaker, it is not a good thing to do. Once they have regional offices, they must maintain them. So I would think that we should delete subclauses (2) and (3), then Mr Speaker can direct the draftsperson to make clause 343 neater.
Thank you, Mr Speaker.
Mr Speaker 11:47 a.m.
Hon Chairman, do you agree?
Alhaji Fuseini 11:47 a.m.
Mr Speaker, subclause (2) is actually part of the inherent functions of a board so they do not need to provide for it. Where the exigencies require, they take action. So they do not need to provide for it in the law.
Mr Banda 11:47 a.m.
Mr Speaker, I think it was out of abundance of caution that we decided to maintain this provision.
Mr Speaker 11:47 a.m.
Hon Chairman, what possible danger would you want to caution against?
Mr Banda 11:47 a.m.
Mr Speaker, I hereby propose the deletion of subclauses (2) and (3).
Mr Speaker 11:47 a.m.
Hon Chairman, does that mean that there would be no further amendment standing so far as clause 343 is concerned, that is amendments numbered (xvi) and (xvii) so that the clause would stand as it is originally?
Mr Iddrisu 11:47 a.m.
Mr Speaker, we are seeking your leave because these amendments were not advertised because of the very exigencies. The Chairman is seeking your leave that clause 343 subclauses (2) and (3) be deleted.
Mr Speaker 11:47 a.m.
And do you agree?
Mr Iddrisu 11:47 a.m.
Rightly so, Mr Speaker. This is because it makes it more elegant and it provides for the regional offices that he anticipated.
Mr Speaker, we agree with him and it supersedes some of the earlier advertised amendments.
Thank you, Mr Speaker.
Question put and amendment agreed to.
Mr Iddrisu 11:47 a.m.
Mr Speaker, your question should be on the deletion of clause 343 subclauses (2) and (3), after which you can put the Question on the main clause 343 as variously
Mr Iddrisu 11:47 a.m.
Mr Speaker, I beg to move, clause 344 subclause (1), lines 1 and 2, delete “in writing not inconsistent with a provision of this Act”.
Mr Speaker, it should read 11:47 a.m.
“The Minister may give general policy directives to the Board and the Board shall comply”
Mr Speaker, this is presumption of reasonability. Ministers are reasonable persons and no President would just appoint any person to be Minister. So if we are saying that the Minister may give general policy directive to the Board in writing not inconsistent with a provision of this Act, we are not presuming that the Minister is a reasonable person.
So it should read:
“The Minister may give general policy directives to the Board and the Board shall comply.”
Mr Speaker, for instance, in banking, given our new experience in the financial sector, Government engages the industry and says that a new policy is that every financial institution shall have a certain minimum capital. Then Government decides that, no, the minimum capital for the indigenous banks in order to operate is wanted at a certain level. It is the Minister who would convey that to them.
So, Mr Speaker, if the Hon Chairman has no objection, clause 344 should be made neater.
Mr Banda 11:47 a.m.
Mr Speaker, I agree because it is implied.
Alhaji I.A.B. Fuseini 11:57 a.m.
Mr Speaker, I agree, but I have a further amendment; “the policy directive should be in writing”.
Mr Speaker 11:57 a.m.
Very well.
Question put and amendment agreed to.
Clause 344 as amended ordered to stand part of the Bill.
Clause 345 -- Appointment of Registrar of Companies
Mr Banda 11:57 a.m.
Mr Speaker, I beg to move, clause 345 subclause (3), line 1, delete “which is appointed”.
Mr Speaker, it would read;
“Anything authorised or required to be done under this Act by
the Registrar may be done by the Deputy Registrar''
Question put and amendment agreed to.
Clause 345 as amended ordered to stand part of the Bill.
Clause 346 -- Appointment of other staff
Alhaji I.A.B. Fuseini 11:57 a.m.
Mr Speaker, I have the permission of the Hon Minority Leader to move this amendment and to state that --
Mr Speaker 11:57 a.m.
Hon Member, which amendment?
Alhaji I.A.B. Fuseini 11:57 a.m.
Mr Speaker, clause 346 subclause --
Mr Speaker 11:57 a.m.
Hon Member, are you not being anticipatory?
Alhaji I.A.B. Fuseini 11:57 a.m.
Mr Speaker, clause 346 on the Order Paper Addendum.
Mr Speaker 11:57 a.m.
Very well. Then say so.
Alhaji I.A.B. Fuseini 11:57 a.m.
Mr Speaker, sorry.
Mr Speaker 11:57 a.m.
Do you want to move the Order Paper Addendum?
Alhaji I.A.B. Fuseini 11:57 a.m.
Mr Speaker, I beg to move --
Mr Speaker 11:57 a.m.
Hon Members, I will prefer that we go by the original Order Paper and then we tackle the Addendum. Otherwise, there may be a lot of ups and downs. After all, we could always put the Question as to the adoption of the clause as a whole. I have seen that and I think this will be tidier and easier for us to make progress.
So, clause 346; Hon Chairman of the Committee, there is an amendment in your name. We are working on the original Order Paper only at this juncture.
Mr Banda 11:57 a.m.
Mr Speaker, I beg to move, clause 346, subclause (5), line 1, delete “advisers” and insert “experts and consultants”.
Mr Speaker, so, it would read;
“The Office of the Registrar may engage the services of experts and consultants on the recommendation of the Board”.
Question put and amendment agreed to.
Clause 346 as amended ordered to stand part of the Bill.
Clause 347 -- Funds of the Office of the Registrar
Mr Speaker 11:57 a.m.
Hon Chairman, your amendment?
Order!
rose
Mr Speaker 11:57 a.m.
Yes, Hon Minister?
Mr Dery 11:57 a.m.
Mr Speaker, I just wanted your guidance. Now we have an Addendum and when we are dealing with a particular clause, would it not be better that we deal with the clause on the original Order Paper and the Addendum so that when you put the Question, we determine it and move on rather than go on with the old one? Are we coming back for a Second Consideration Stage for this same clause? I wanted to crave your indulgence if we could just juxtapose the two and deal with them clause by clause.
Mr Speaker 11:57 a.m.
Very well.
If at any given time, we remember to go to and fro, I do not mind at all except that we could forget some of the things.
Hon Bagbin, what is your view? Do we do a vis-à-vis approach or do we finish one and come to the other?
Mr Bagbin 11:57 a.m.
Mr Speaker, thank you. We have to take the two as we go along because we have to take a conclusive decision on the clause. So, once the House agrees on the terms of the clause, we can only go back when we are going for a Second Consideration Stage, but it is not the intention of the House to do a Second Consideration Stage when the same proposed amendments are before us. So, we should take that along before you finally put the Question on the agreement.
Mr Speaker 11:57 a.m.
You mean, the vis- à-vis approach? Very well. Hon Members, we shall then take clause
343. Any amendments? Then please, Hon Members, when the clauses are called out, you go whichever way you want.
rose
Mr Speaker 11:57 a.m.
Yes, Hon Member?
Mr Francis Codjoe 11:57 a.m.
Mr Speaker, I think that we have already dealt with the additional amendments on the Order Paper Addendum for clauses 343 and 344. So, we may want to look at the one for clause
346.
Mr Speaker 11:57 a.m.
That is so. Hon Chairman of the Committee, where do we go now?
Mr Banda 11:57 a.m.
Mr Speaker, then we will go back to the Order Paper Addendum and deal with clause 346, item numbered (iii).
Mr Speaker 11:57 a.m.
Very well. Clause 346? Yes, this is in the name of the Hon Haruna Iddrisu.
Alhaji I.A.B. Fuseini 11:57 a.m.
Mr Speaker, I have the permission of the Hon Minority Leader, Hon Haruna Iddrisu to move the proposed amendment.
Mr Speaker, I beg to move, c lause 346, subclause (1), paragraph (a), before “Deputy” insert “two”.
Mr Speaker, this is to make it abundantly clear that even though it is contemplated in the provision that there should be more than one Deputy Registrar, it should just be limited to “two”.
Mr Banda 12:07 p.m.
Mr Speaker, I agree to some extent that we must have a number for clause 346(1) (a) except to say that currently, what pertains in practice, we have one Deputy Registrar and not two Deputy Registrars and we may want to adopt the same practice. Therefore, I will improve upon his proposed amendment and say that:
‘‘the President shall in accordance with article 195 of the Constitution appoint
(a) A Deputy Registrar''.
Mr Speaker, I want to propose again that we should have a separate provision for the appointment of the Secretary to the Board, so that we do not lump the appointment of the Deputy Registrar and that of the Secretary in the same provision in order to make it neater.

So, my new rendition would read:

“The President shall in accordance with article 195 of the Constitution appoint

(a) Deputy Register

(b) Assistant Registrars”.

Mr Speaker, then, we would have a separate provision for, “Secretary to the Board” and the rest would follow.
Alhaji I.A.B. Fuseini 12:07 p.m.
Mr Speaker, I agree with the Hon Chairman that, presently, there is one Deputy Registrar, but as we speak now, the Registrar-General's Office is a Department of the Attorney-General's Office and that is why we have one Deputy Registrar.
This Bill seeks to establish an Office of the Registrar of Companies. So, it would be an autonomous body which would be independent of the Attorney-General. So, we are looking at the whole complement and gamut of officers who would run the Office of the Registrar. That is why the law itself anticipates that there would be many Deputy Registrars and Assistant Registrars and not only one.
Mr Speaker, we could even have an Assistant Registrar I and Assistant Registrar II. So, unless our intention is to draft “Assistant Registrar” in singular form to include the plural form -- but we should not think of the establishment of the Office as presently captured here in terms of what exists now. What exists now is a Department of the Attorney- General's Office.
Mr Speaker, that is why we moved that we should insert “two”, but I agree that we could need more than two Deputy Registrars in the Office of the Registrar of Companies. So, I would be willing to withdraw only if we are assured that we are drafting in singular to include plural.
Mr Banda 12:07 p.m.
Mr Speaker, there is a difference between Deputy Registrars and Assistant Registrars. The Deputy Registrar is the one who
Mr Bagbin 12:07 p.m.
Mr Speaker, in legislating, Parliament could assist a Board to establish the organogram or administrative structure of a body, but to go into the details is usually an impossible task.
Today, we may not have that much work and so we may need only one Deputy Registrar, but tomorrow, the
nature of the business in the country could expand to the extent that we would need more hands. Therefore, we could go beyond one and appoint two or even three deputies.
So, I would always want to get into a situation where we inject competition in all the positions and the highest would definitely be one top, which is the pin-point, but those under should compete to get to the top.
Mr Speaker, in Parliament, we have a number of Deputy Clerks but one Clerk to Parliament, and they are all trying to put up their best so that, at the end of the day, when there is an interview, it would be the best one who would succeed the Clerk to Parliament. So, we should inject that into company practice and public offices.
I would prefer that we just use “Deputy Registrars” and “Assistant Registrars”; and at every season or time, the Board would determine the necessity of the situation and appoint one, two or three. Mr Speaker, that is how we should do it. But I support the Hon Chairman that we should get a different provision for the appointment of the Secretary to the Board. We should not merge the two.
Mr Speaker, thank you.
Mr Speaker 12:07 p.m.
Hon Chairman, is there a consensus or should I put the Question?
Mr Banda 12:07 p.m.
Mr Speaker, we are trying to put a cap on the number of Deputy Registrars that the President

Mr Speaker, if that is the wish of this House, then I do not have any objection. So, as and when the number is determined by the President, then the Deputy Registrars would be appointed. That being the case, I may abandon the proposed amendment but pray that we should not merge the appointment of the Deputy Registrars with that of the Secretary. There should be a separate provision for the Secretary.

Mr Speaker, I so move.

Question put and amendment agreed to.
Mr Speaker 12:17 p.m.
Any further amendments? Hon Chairman?
Mr Banda 12:17 p.m.
Mr Speaker, let us move to clause 347.
I beg to move, that we have a separate provision for the Secretary, so that should be captured under clause 346(1)(b).
I would propose that we do an insertion here and then delete in 346(1) (a), “one of whom is the Secretary to the Board”, so that we
would be left with “Deputy Registrars”, and then add a sub paragraph, “a Secretary to the Board”.
Alhaji I.A.B. Fuseini 12:17 p.m.
Mr Speaker, I am standing in the name of the Hon Minority Leader in respect of the amendment numbered (iv) -- [Interruption.] The Motion that he moved is in connection with the Secretary -- that is a drafting matter.
Initially, the view of the drafters and promoters of this law was that the Secretary would be a Deputy Registrar, but the Hon Chairman is suggesting that the Secretary need not be a Deputy Registrar, that is why there should be a separate provision for the Secretary. So that is a drafting matter; after all there must be a Secretary.
So we would have to locate it within clause 346, “Appointment of other staff” -- Deputy Registrars, Assistant Registrars, a Secretary to the Board and any other staff.
Mr Bagbin 12:17 p.m.
Mr Speaker, with your kind permission, I would like to counsel that the appointment of the Secretary to the Board should come under clause 337, where we are dealing with the Board and not clause
346.
The Secretary to the Board cannot be put under other staff. It should be under the clause that deals with the Board.
Mr Speaker could direct that the draftspersons should so draft a
Mr Speaker 12:17 p.m.
And I so direct. The draftspersons should place this immediately under the proper part of that clause.
Ms Safo 12:17 p.m.
Mr Speaker, I would like your permission for us to lay Papers --
Mr Speaker 12:17 p.m.
Hon Deputy Majority Leader, we would come to that in a moment. Let us conclude clause 346.
Alhaji I.A.B. Fuseini 12:17 p.m.
Mr Speaker, the Hon Minority Leader has advertised item numbered (vi), to delete subclause (2) of clause 346. Upon close reading of clause 346 (2), it is a provision of the Constitution that has been lifted into the Bill. I do not get the rationale, so I would crave the indulgence of my otherwise unavailable Hon Minority Leader to drop that amendment.
Mr Speaker 12:17 p.m.
Thank you very much. The proposed amendment is abandoned accordingly.

Question put and amendment agreed to.

Clause 346 as amended ordered to stand part of the Bill.
Mr Speaker 12:17 p.m.
Hon Deputy Majority Leader, if you want us to lay Papers, kindly take us out of the Consideration Stage.
The Consideration Stage is temporarily suspended as we now move on to Commencement of Public Business.
There are Papers to be laid -- Hon Deputy Majority Leader?
Ms Safo 12:17 p.m.
Mr Speaker, my proposal is for us to lay item numbered 4 (e) on the Order Paper.
Mr Speaker, I would seek your permission for Hon Fuseini, who is a Member of the Finance Committee, to lay same on behalf of the Chairman of the Committee, who is currently at a joint meeting of the Finance Committee and the Committee on Mines and Energy.
Mr Speaker 12:17 p.m.
Let us formalise that procedure, and then we would go on.
Alhaji Fuseini 12:17 p.m.
Mr Speaker, how can I oppose my namesake laying a Paper on behalf of the Committee? I have no objection.
PAPERS 12:17 p.m.
-- 12:17 p.m.
Mr Speaker 12:17 p.m.
Hon Members, we would revert to the Consideration Stage, while other reports come forward.
BIIS -- CONSIDERATION 12:17 p.m.
STAGE 12:17 p.m.
Mr Speaker 12:17 p.m.
Hon Chairman of the Committee, where are we?
Mr Banda 12:17 p.m.
Mr Speaker, we are now on clause 347 in the original Order Paper.
Mr Speaker 12:17 p.m.
Hon Members, we would take clause 347.
Hon Members, during this period, the Hon Second Deputy Speaker would take the Chair for other parts of the Consideration Stage and we shall then have a short break. After that, I would come back and deal with the other substantial matters remaining. The Hon Second Deputy Speaker may please get ready and handle the Consideration Stage at this stage; I shall come back.
Hon Members, in the meantime, please, we should give the Hon Second Deputy Speaker all the cooperation because we have all agreed to quickly go through this Consideration Stage in line with our time table. We do not want to be here next week, because that is the hint that I am being given.
Hon Chairman, you may please go on.
Mr Banda 12:17 p.m.
Mr Speaker, I beg to move, clause 347, paragraph (a), lines 1 and 2, delete “subject to subsection (1) of section 367”
Question put and amendment agreed to.
Mr Banda 12:17 p.m.
Mr Speaker, I beg to move, clause 347, paragraph (b), line 2, delete “its” and insert “the”.
Mr Speaker, it would then read 12:17 p.m.
“… in the performance of the functions…”
Question put and amendment agreed to.
Mr Speaker 12:17 p.m.
Hon Members, there is a further amendment, which stands in the name of the Hon Haruna Iddrisu.
Hon Members, any indication? Is it on board or abandoned?
[Pause] --
Alhaji I.A.B. Fuseini 12:17 p.m.
Mr Speaker, I have the permission of the Hon Minority Leader to move the Motion on his behalf. Therefore, with your indulgence, I would do so.
Mr Speaker, I beg to move, clause 347, paragraph (e), delete “Board” and insert “Minister in consultation with the Minister for Finance”.
Mr Speaker, these moneys are funds for the Registrar, and it is only the Hon Minister, who has supervisory jurisdiction over the Office of the Registrar, who should have the power to approve of moneys for the Registrar's Office. I am looking for the definition column to establish who the Hon Minister is. These are moneys for the Fund.
Mr Speaker 12:17 p.m.
Do you see the need for the Hon Minister for Finance?
Yes, Hon Chairman of the Committee, are you agreeable?
Mr Banda 12:17 p.m.
Mr Speaker, I do not really have a strict position on this, whether it is --
Mr Speaker 12:17 p.m.
So, we could put the Question.
Question put and amendment agreed to.
Clause 347 as amended ordered to stand part of the Bill.
Mr Speaker 12:17 p.m.
Hon Members, we would move on to clause 348.
Clause 348 -- Management of the Office of the Registrar's finances.
Mr Banda 12:17 p.m.
Mr Speaker, I beg to move, clause 348, headnote, delete “Office of the Registrar's Finances” and insert “finances of the Office of the Registrar”
[Pause] --
12. 36 p. m. --
MR SECOND DEPUTY SPEAKER
Mr Second Deputy Speaker 12:17 p.m.
Yes, Hon Chairman of the Committee?
Mr Banda 12:17 p.m.
Mr Speaker, before you took over, we were dealing with
the headnote of clause 348. We seek to amend the headnote by the deletion of the phrase: “Office of the Registrar's finances” and insert the phrase: “finances of the Office of the Registrar.” We only seek to take away the possessive in order to redraft it.
Alhaji I.A.B. Fuseini 12:17 p.m.
Mr Speaker, I would not want to add anything different from what the Hon Chairman has said, but I would just want to say that by moving the phrase from the possessive and expressing the phrase in its entirety, it is made consistent.
Question put and amendment agreed to.
Mr Second Deputy Speaker 12:17 p.m.
Hon Members, we would move on to the next proposed amendment on clause 348
Mr Banda 12:37 p.m.
Mr Speaker, I beg to move, clause 348, subclause (1), redraft as follows:
“The Registrar shall manage the finances of the Office of the Registrar, subject to the directives of the Board and in accordance with the Public Financial Management Act, 2016 (Act 921).”
Mr Shaibu Mahama 12:37 p.m.
Mr Speaker, rightly so; the Board does not manage the office of the Registrar. It is the Registrar who does.
Mr Iddrisu 12:37 p.m.
Mr Speaker, because of the exigency, one may probably not have been able to file and advertise or serve notice to amendment, so you may have to accommodate me.
With what we have just done with clause 348, even though you have put the Question, in our practice, if we want to say that the Registrar is responsible for the day-to-day administration and management of an institution, we should say so. The kind of words that have been used with regard to the headnote, “Management of the Office of the Registrar's finances” - Is that even a matter we should put in a law? That is wrong.
We should say that the Registrar shall be responsible for the day-to- day administration and management of the institution and leave it there. That is enough, but if we say in the law, “Management of the Office of the Registrar's finances”-- we are legislating on it; no.
Mr Speaker, the Hon Chairman should probably even step clause 348 down. Let us consult further because when we go to clause 348(2), where we want the Registrar to retain some of the money, I believe a certain percentage of that retained money should be dedicated to the Office of the Attorney-General so that they would not be in deprivation of funds; but that is a policy matter.
I believe that we should draft an entirely new clause 348 because when you go further into the Bill, on pages 386 and 387, the schedule of the fees could be improved. We can increase GH¢120.00 to GH¢130.00. That GH¢10.00 can go to the Attorney- General because we know the expenses of the Attorney-General. Sometimes, even to travel, they do not know what to do.
Recently, at the Public Accounts Committee meeting, the Attorney- General had to respond to a question why she took money from the Registrar of Companies. We should draft clause 348 well, but I do not think that we should legislate on management of finances. We should just say that the Registrar is responsible for the management and administration of the institution. That is sufficient, but if we reduce ourselves to legislating on “Management of the Office of the Registrar's finances”, then we can do the provisions relative to it.
Mr Speaker, if you go further to clause 348(5), it is superfluous, but we would hear the Hon Chairman on it.
Mr Second Deputy Speaker 12:37 p.m.
What was the advice of the experts at the Committee meeting?
Mr Banda 12:37 p.m.
Mr Speaker, we would want to put it beyond all doubt that management of the finances of the Registrar should be left in the hands of the Registrar. Originally, the management was ceded to the Board, and we thought that was not
appropriate because the Board cannot be given the mandate to manage the finances of the Office of the Registrar. The day-to-day activity and administration of the Office of the Registrar is carried out by the Registrar.
Mr Speaker, to that extent, the management of the finances should also obviously be left to the care of the Registrar. It is on the basis of this that we thought that it would be appropriate to legislate on this. It is out of the abundance of caution. Though we know that, ordinarily, in the day-to-day administration of the Office of the Registrar, it will definitely include the management of the finance, but at times, we could lift a provision of the Constitution which is explicitly clear and incorporate same in a piece of legislation. That would not make any difference.
So, I would want to propose that we leave it as it is, and that would not change anything.
Mr Second Deputy Speaker 12:37 p.m.
Hon Chairman, I totally agree with you. I do not think the Hon Minority Leader is himself very firm on the point he raised. There is nothing wrong with being explicit, and also being innovative. Due to experience, sometimes the issue of the management of finances comes up and people look for the person with the ultimate responsibility. So, we are making it clear that it is the Registrar who has the ultimate responsibility of the management of finances in
accordance with the laws of the country. I believe there is nothing wrong with it.
I have already put the Question, so, we would move on to the next proposed amendment.
Mr Banda 12:37 p.m.
Mr Speaker, I beg to move, clause 348, subclause (2), line 1, delete “Subject to” and insert “Despite” and in line 2, after “(Act 735)” insert “and any other relevant enactment”.
Mr Speaker, I would want to seek your leave, though this is not advertised, I would want to delete “its functions” in the last line, and insert “functions of the Office of the Registrar”.
Mr Speaker, it would then read 12:37 p.m.
“Despite the Ministries, Departments and Agencies (Retention of Funds) Act, 2007 (Act 735) and any other relevant enactment, the Office of the Registrar is authorised to retain all moneys realised in the performance of functions of the Office of the Registrar.”
Mr Second Deputy Speaker 12:37 p.m.
Hon Members, the Hon Chairman has moved an amendment to delete “Subject to” and insert “Despite” and then after “(Act 735)”, he has called on the House to insert “and any other relevant enactment” under the last line. Then, “it” should be removed and “the functions of the Office of the Registrar” should be inserted.
Ms Safo 12:37 p.m.
Mr Speaker, I partially support the proposed amendment by the Hon Chairman, except for the latter part where we would repeat “the performance of the functions of the Office of the Registrar”. I believe that once reference has been made to the Office of the Registrar --
Mr Second Deputy Speaker 12:37 p.m.
Hon Deputy Majority Leader, that is not what he has requested us to do. He asked us to delete only the word “its” and insert “the”, then after “functions”, “of the Office of the Registrar”.
Ms Safo 12:37 p.m.
Mr Speaker, that is exactly what I was driving at. We have “in the performance of the functions of the Office of the Registrar''. The earlier part of the proposed amendment by the Hon Chairman holds, but the latter part, where reference is made to “its functions”, I believe, can be amended to read “the functions”.
Since reference has already been made to the Office of the Registrar in the preceding sentence, to repeat same in the last line of the clause would just be repetitive and superfluous. I think that is why the original proposal by the drafters sought to use “function”. We can use the definite article “the” instead of “its”, but to repeat “the Office of the Registrar”, I believe, is superfluous.
Mr Speaker, so I support the earlier part and further propose that
the last line reads, “in the performance of the functions”. The entire clause would then read:
“Despite the Ministries, Departments and Agencies (Retention of Funds) Act, 2007, (Act 735) or any other relevant enactment, the Office of the Registrar is authorised to retain all moneys realised in the performance of the functions.”
So, we do not have to repeat “of the Office of the Registrar”. That is the intent of my proposed further amendment.
Mr Second Deputy Speaker 12:37 p.m.
It is a good proposal but I think that it is not elegant. You would need to fine tune it.
Mr Chireh 12:37 p.m.
Mr Speaker, she is struggling because we all know that the “Office of the Registrar” has to be repeated since we do not want to use the short possessive form of same. So, there is no way we cannot repeat it and that is the problem with drafting.
If we just say “the functions”, somebody could ask, “Whose functions?” So we have to refer to it. What we are replacing is “its”. Therefore, what is important is that we have to repeat it whether we like it or not because that is the way drafting is done. You would see that “Registrar” is repeated several times and if we just say “the functions”, it would not necessarily refer to --
Ms Safo 12:37 p.m.
Mr Speaker, it is not a matter of “Whether you like it or not”. I believe that in terms of drafting,
inasmuch as you want to be repetitive, it is a rule of drafting as well that you have to be precise and concise. That is why I said that we have already made reference to the Office of the Registrar in the preceding sentence.
To come back to the concluding part where referral of the functions is made to the Office of the Registrar -- the referral is being made to the use of the words “the functions” -- The functions are in reference to the functions of the Office of the Registrar which have already been mentioned in here.
Mr Speaker, to go back and make reference to the same office that has earlier been mentioned in the clause is my difficulty. That is why I proposed the amendment that --
Mr Second Deputy Speaker 12:37 p.m.
Read your proposed amendment, the whole clause.
Ms Safo 12:37 p.m.
It would read:
“Despite the Ministries, Departments and Agencies (Retention of Funds) Act, 2007 (Act 735) and any other relevant enactment, the Office of the Registrar is authorised to retain all moneys realised in the performance of the functions.”
These functions cannot relate to the Ministries, Departments and Agencies because the preceding word is “despite”. Despite what has been provided in that Act -- then you move
on to the performance of the Office of the Registrar. But to go back and make reference to the Office of the Registrar again is my difficulty.
Mr Ahiafor 12:37 p.m.
Mr Speaker, I support the proposed amendment by the Hon Chairman of the Committee. He proposed that we take the possessive pronoun “its” which refers to the Office of the Registrar. The Hon Deputy Majority Leader is saying that we should not repeat “the Office of the Registrar”. I want to place on record that “its” is the possessive pronoun for the Office of the Registrar, so once we take it out, we would have to bring “the Office of the Registrar” to make the rendition elegant, clear and unambiguous.
Mr Banda 12:37 p.m.
Mr Speaker, the use of a possessive is out of the question, but if we are to adopt what the Hon Deputy Majority Leader proposed by using the definite article “the”, it would presuppose that a reference has already been made to the functions which is not the case in subclause (2). The functions have not been mentioned in the preceding provision for us to use the definite article.
Secondly, if we were to adopt what she proposed, it would even make the whole provision incomplete and it would be subjected to interpretational challenges. So, I would want to propose that we adopt “the functions of the Office of the Registrar” because reading it closely and by adopting what she is proposing, the provision would be incomplete.
Mr Second Deputy Speaker 12:57 p.m.
Actually, that is why I called on her to read the whole clause, because when you end with “the functions”, it does not end well. And then “the functions” could also refer to other functions in the Bill. But this refers specifically to the functions of the Office of the Registrar. So even though it may be repetitive, in the circumstances, it is advisable to make it clearer.
Ms Safo 12:57 p.m.
Mr Speaker, I take a cue.
Mr Second Deputy Speaker 12:57 p.m.
I will put the Question.
Mr Codjoe 12:57 p.m.
Mr Speaker, the Hon Minority Leader had proposed an amendment. I do not know whether he has abandoned that —
Question put and amendment agreed to.
Mr Second Deputy Speaker 12:57 p.m.
Hon Members, we will move on to the next proposed amendment —
Mr Haruna Iddrisu 12:57 p.m.
Mr Speaker, before then, I beg to move, for an amendment on clause 348 subclause (4). I beg to move, subclause (4), delete.
Mr Speaker, if we come to article 187 of the Constitution, the provision includes the inclusion of Auditor- General of Ghana whose office shall be a public office. Now, if we want to pick specific aspects of it, let us do it, but we cannot say, article 187. In this Bill, the appointment of the Auditor-General -- is that part of the matters we are considering?
Mr Chireh 12:57 p.m.
Mr Speaker, I support what the Hon Minority Leader has proposed. Once it is the Office of the Registrar which is to retain and use money, just like any other state institution, it is subject to audit by the Auditor-General.
We do not need to refer to the constitutional provision. If we want to do so, then we should take a clause of the article and then relate to it directly if it is the auditing aspect we want to do. But if we just say, it applies generally -- as the Hon Minority Leader is pointing out, we are not going to appoint the Auditor- General in this one. I believe that we can delete it, but it would still be subject to audit and report to Parliament.
Mr Banda 12:57 p.m.
Mr Speaker, I agree for the first two; the auditing of public offices. Within the context of article 187 of the Constitution, we are talking about the auditing of the finances of public services, and normally, we do not provide for this kind of rendition.
I would want to support the Hon Minority Leader in the deletion of subclause (4).
Mr Second Deputy Speaker 12:57 p.m.
Hon Members, the Hon Minority Leader has proposed for the deletion of subclause (4).
Ms Safo 12:57 p.m.
Mr Speaker, I agree and support the position of the Hon Minority Leader, but to say that, ‘‘as we delete'' -- I think the intention was to insert a provision to the effect that their accounts would be subject to audit. ‘‘As we delete'' -- if there would be a possibility of the drafters looking at an appropriate language so that we do not lose sight of that as well. I am sure that is why the referral was made to article 187 of the Constitution, to the extent that they are public institutions and their accounts are public accounts and for that matter, the Auditor-General has the power to audit their books. If the drafters could do something about it.
Mr Haruna Iddrisu 12:57 p.m.
Mr Speaker, if the Hon Deputy Majority Leader could advert her mind to clause 350, “Accounts and audit”. It is provided for extensively there; annual reports and other reports are provided for. I beg to move, that subclause (4) of clause 348 be deleted.
Mr Second Deputy Speaker 12:57 p.m.
Hon Deputy Majority Leader, does that satisfy you?
Ms Safo 12:57 p.m.
Rightly so, except to say that when we get there, specific
referrals of cross-referencing should be made to the actual provisions that relate to those powers of the Auditor- General in the Constitution. I do not see it in clause 350. It is just the language.
Mr Second Deputy Speaker 12:57 p.m.
All right.
So we will take note of that so that when we get to clause 350, then we will do the needful.
Question put and amendment agreed to.
Mr Second Deputy Speaker 12:57 p.m.
Hon Members, we have further amendments to clause 348 which stand in the name of the Hon Chairman.
Mr Banda 12:57 p.m.
Mr Speaker, I beg to move, clause 348, subclause (5), paragraph (b), delete.
Mr Speaker, the ultimate objective of this Bill is to make the Office of the Registrar of Companies financially independent. To say that we cannot use “and by so doing”, we are legislating that they should retain all their IGF, we cannot then turn around and restrict the Office as to how they should use the money. That explains why we are seeking to delete subclause (5) by restricting them to the usage of the money to specific activities which is not the intendment of this whole Bill.
On the basis of this, we are moving for the deletion of subclause (5).
Mr Chireh 12:57 p.m.
Mr Speaker, I oppose this. If we look at the Revenue Agencies (retention of part of revenue) Act , 2002 (Act 628) that we passed, (a) satisfies that it is not just that once a person retains, the person uses it. If the officials from the Ministry of Finance were here, they would have opposed this because you need to apply to them and indicate how you intend to use it.
Secondly, the staff of the Office of the Auditor-General would be paid directly from the Consolidated Fund. Their salaries and things are charged to the Consolidated Fund, therefore, there should be no need to now begin to use —If we say so, then we are asking the Auditor-General to find moneys from the Internally Generated Funds (IGF) and then pay staff and pension from that. It would be dangerous because their money is to enable them function. If they now pay staff and have to consider paying pensions and all that, it cannot work. We need to retain this.
If we refer to the Act that we passed, it is always the one where if you want to retain money and give say 50 to 100 per cent, you still need to get the Ministry of Finance to approve, so that whatever you are doing is in line with the functions of your office or relevant to the policies and programmes of Government. If we do not do that, anybody can take the money and decide to use it the way they want. I think that we should still retain this.
Mr Second Deputy Speaker 1:07 p.m.
Hon Chairman, I am tempted to agree
with the Hon Member of Parliament for Wa West because the money belongs to the people; there must be a process of approval before utilisation by the Office.
So, that provision is to take care of some of these things. It should have been a programmed activity; the expenditure should be in the budget which has been approved either by the Board or part of the budget that will be submitted to Parliament for approval, then you can apply the money to that expenditure.
But they cannot just open it up and, maybe, decide to enhance their conditions of service, provide for unaccountable imprest and all those things. I do not think that is the intention of the House in giving them the power to retain those monies.
Mr Codjoe 1:07 p.m.
Mr Speaker, I just want to indicate that the provisions here are actually in line with the financial regulations and the guidelines that have been issued over time. So, I do not think that dropping it will be a nice thing.
Mr Second Deputy Speaker 1:07 p.m.
So, are you advising the Hon Chairman to withdraw the proposed amendment?
Mr Codjoe 1:07 p.m.
Mr Speaker, no. I mean that we should accept the conditions.
Mr Second Deputy Speaker 1:07 p.m.
He should withdraw his proposed amendment?
Mr Codjoe 1:07 p.m.
Mr Speaker, he should drop the proposed amendment and carry on with this one.
Mr Banda 1:07 p.m.
Mr Speaker, I believe that this issue cropped up and the explanation they gave was that at a point in future, the Office of the Registrar will no longer be subvented by the Government. So, they may have to pay their salaries and fund their activities from their Internally Generated Funds (IGF). That is the ultimate objective. This explains why they said that we should delete this and let them retain all their IGF, which is why we did not give them part of the IGF and the rest is going into the Consolidated Fund.
Mr Speaker, so this is the explanation but if the House thinks that, that is not appropriate and that we should leave it as it is, I do not have any objection to that.
Mr Chireh 1:07 p.m.
Mr Speaker, this is a major Government policy that has to be taken. You recall that the previous Government was considering what we call weaning off quite a number of institutions including the teaching hospitals and the other places where they generate enough in terms of IGF. However, this Office is a public one with people already entitled to pensions and all that and so, how much are they going to generate and certainly take over this?
Mr Speaker, we should drop this amendment. If Government intends that from now on, they are autonomous and they do not come under the Central Budget, no
problem; but there has to be a definitive position and not by implied legislation. That is a major decision.
Mr Second Deputy Speaker 1:07 p.m.
Well, that will be a dangerous precedent because once it is a public office, it has to be funded by the public whether through the Consolidated Fund or other sources of financing coming from the public. If we do not regulate them, then we may not be able to regulate their charges and fees, thereby under- mining and eroding all our intentions of making business accessible, affordable and easy to do because the cost will escalate.
It is also important that we will be guided by the experiences that we have had as a House with the retention of such monies by the Judiciary, where the Audit Report raised a number of issues and the Judiciary had to raise the issue of ‘independence' and the Public Accounts Committee of this House made recommendations with respect to that.
So, let us be guided by those experiences. I believe that this provision is very necessary, and unless the Hon Chairman objects strongly, I will also add my voice to call on you to withdraw the proposed amendment.
Mr Banda 1:07 p.m.
Mr Speaker, I take a cue from the sentiments of Hon Members except to say that we need to clean clause 348 (5) (b) a little because in line 2, it says:
Mr Second Deputy Speaker 1:07 p.m.
I am sure you know the principle of “the stick and the carrot” and we did apply that in respect of the Ghana Revenue Authority (GRA) in the generation of revenue where they try to motivate workers by giving them, for example, a target. If they are able to generate GH¢100 million, they will be given a certain amount and that, as an allowance, should not be something to be discouraged if we want them to work more to increase revenue. I believe that is what this provision is going to achieve.
Mr Banda 1:07 p.m.
Mr Speaker, given this explanation, I believe that it is clearer now and so, I will abandon it.
Mr Second Deputy Speaker 1:07 p.m.
Thank you very much. The Hon Chairman has accordingly withdrawn the proposed amendment and so, we move on to the next proposed
amendment which is still in the name of the Hon Chairman of the Committee.
Mr Banda 1:07 p.m.
Mr Speaker, I beg to move, clause 348, add the following new subclause:
“(#) The Office of the Registrar shall have an internal Audit in accordance with section 83 of the Public Financial Management Act, 2016 (Act
921).”
Mr Speaker, I believe that this is a standard provision.
Question put and amendment agreed to.
Clause 348 as amended ordered to stand part of the Bill.
Clause 349 -- Loans, bank accounts and investments
Mr Banda 1:07 p.m.
Mr Speaker, I beg to move, clause 349, subclause (1), lines 1 and 2, delete “article 181 of the Constitution and Loans Act, 1970 (Act 335)” and insert “the Public Financial Management Act, 2016 (Act 921)”.
Mr Speaker, all that is said in article 181 and the Loans Act is taken care of under the Public Financial Management Act (PFMA) 2016 (Act
921)
Mr S. Mahama 1:07 p.m.
Mr Speaker, while at it, we could refer to the Order Paper Addendum, that is clause 349,
(v) in the name of the Hon Haruna Iddrisu.
It is the same amendment and so if we could take all together.
Mr Speaker, the amendment advertised as 349 (v) on the Order Paper Addendum is the same amendment.
Mr Second Deputy Speaker 1:17 p.m.
Yes, I see it. It is not exactly the same, but I see it. So, do you want us to take that into consideration? What the Hon Chairman moved is larger than the proposal of the Hon Minority Leader and so it is covered. So, I would put the Question.
Question put and amendment agreed to.
Mr Second Deputy Speaker 1:17 p.m.
We still have other amendments from both the Hon Chairman and the Hon Minority Leader. So, Hon Chairman
-- 1:17 p.m.
Mr Banda 1:17 p.m.
Mr Speaker, I beg to move, clause 349 subclause (2), delete.
Mr Speaker, this is also taken care of by the Public Financial Management Act.
Question put and amendment agreed to.
Mr Second Deputy Speaker 1:17 p.m.
In that case, the proposed amendment by the Hon Minority Leader cannot be taken because it has been deleted.
Mr S. Mahama 1:17 p.m.
Mr Speaker, there is an amendment advertised as 349 (v) on the Order Paper Addendum and it stands in the name of the Hon Minority Leader.
Mr Second Deputy Speaker 1:17 p.m.
Yes, the proposed amendment by the Hon Minority Leader is asking us to delete “may” and insert “shall”, but the whole clause has been deleted.
Mr Francis K. A. Ato Cudjoe 1:17 p.m.
Mr Speaker, clause 2 was deleted but clause 3 was ordered to stay and so the amendment could be considered.
Mr Second Deputy Speaker 1:17 p.m.
The deletion is in respect to subclause (2) but his proposal is on subclause (3) so the Hon Member could move it for and on behalf of the Hon Minority Leader.
Mr S. Mahama (on behalf of
Mr Haruna Iddrisu) 1:17 p.m.
Mr Speaker, I beg to move, clause 349 subclause (3), line 1, delete “may” and insert “shall”.
Mr Speaker, even though I have moved it for and on behalf of the Hon Minority Leader, I think that “shall” applies to the approvals and not the authority. So, I think that “may” should still stand and not “shall”.
Mr Speaker, respectfully, I want to withdraw the amendment and to further say that the Board does not open a bank account. Indeed, the Board authorises a bank account to be opened and so, if we say that the Board may with the approval of the
Mr Second Deputy Speaker 1:17 p.m.
Let us handle the first issue. What is the authority from the Hon Minority Leader for you to do this? [Laughter.]
Was his authority to you to move his amendment or to withdraw it?
Mr S. Mahama 1:17 p.m.
Mr Speaker, the authority was to move the amendment and I did so.
Mr Second Deputy Speaker 1:17 p.m.
And you went ahead to withdraw it? [Laughter.]
Hon Members, we would not belabour that point. We would consider the proposed amendment by the Hon Minority Leader to have been withdrawn, but there is another proposed amendment from the Hon Member for Daboya which is not advertised on the Order Paper.
rose
Mr Second Deputy Speaker 1:17 p.m.
Hon Member for Wa West.
Mr Chireh 1:17 p.m.
Mr Speaker, in this case, we are talking about the legal personality and not the physical work of opening the account. If we look at the subsequent provision, the Board shall keep books of accounts and so on. So, ideally, we could just say that the Registrar's office may open an account, but once we say the Board - the Board authorises all these and so, once we put the responsibility on the Board, then the Board would have to ensure that management would open the account.
Mr Speaker, I think that in the few cases that we passed this Bill, we had always put the responsibility on the Board, but we know that it is not the Board that would physically open the account. So, if the Hon Member does not have a strong objection to it, then it is not the physical opening of the account that we are referring to but the authority to ensure that the opening has been done. So, it is an issue of legal personality.
Mr Second Deputy Speaker 1:17 p.m.
Hon Member, but it is important to make that intention clear, so that the Board would not be debating the office over who should open the accounts.
Mr Codjoe 1:17 p.m.
Mr Speaker, that is the point that I really wanted to make, because in real practice, there could be a problem if the Board insists that
they have the right to open the account. Mr Speaker, we have experienced that and so it is very important that at this stage of drafting, we ensure clarity that it is the duty of management with the approval of the Board to go ahead and open an account.
Mr Second Deputy Speaker 1:17 p.m.
Hon Members, I would propose this rendition for your consideration. “The Board may with the approval of the Controller and Accountant-General authorise the office to open bank accounts that the Board considers necessary except that a bank account opened outside the country shall be subject to paragraph (b) of clause 2 of article 183 of the Constitution.”
Hon Chairman?
Mr Banda 1:17 p.m.
Mr Speaker, I completely agree with you except to add that, instead of “office”, it should read the “office of the Registrar” because that is what we have used at all material times.
Mr Second Deputy Speaker 1:17 p.m.
I have no problem with that, but because we referred to the office of the Registrar-General early on, I thought we could just use “office” but I have seen that there is that repetitive use of “office of the Registrar- General” throughout.
I would put the Question.
Question put and amendment agreed to.
Clause 349 as variously amended ordered to stand part of the Bill.
Clause 350 -- Accounts and audit
Mr Second Deputy Speaker 1:27 p.m.
We have three amendments from the Committee standing in the name of the Hon Chairman.
Mr Banda 1:27 p.m.
Mr Speaker, I beg to move, clause 350 subclause (1), line 2, delete “in relation to them”.
Question put and amendment agreed to.
Mr Banda 1:27 p.m.
Mr Speaker, I beg to move, clause 350 subclause (2), line 1, delete “accounts” and insert “financial statements”.
Mr Speaker, that is the new terminology according to International Financial Reporting Standards
(IFRS).
Question put and amendment agreed to.
Mr Kyei-Mensah-Bonsu 1:27 p.m.
Mr Speaker, I thought that for some time now we have moved away from this standard crafting of clause 350(1); “the Board shall keep books of account and proper records in the form approved by the Auditor- General”.
We have moved away from that and applied ourselves to the language of the Constitution, but every now and then we slip. I think that for consistency,
Mr Kyei-Mensah-Bonsu 1:27 p.m.


we should restrict ourselves to the path we have elected to follow in recent times.

So it should not just be “the Board shall keep books of accounts….” What we have said is that; “the Board shall keep books, records, returns and other relevant documents to their accounts in the form approved by the Auditor-General”, to conform to article 187 (3).

That is what we have done; I would just remind him so that the draftspersons would be reminded to capture same, so that we do not go forward and backward.
Mr Banda 1:27 p.m.
Mr Speaker, when it comes to accounts and audit of companies, the terminology has changed according to IFRS. It is no longer “books of accounts”. It is “books of accounting records”. That is the new terminology; and it is now accounts of financial statements.
Mr Speaker would realise that in our subsequent proposed amend- ments, those terminologies abound. So what we have been adopting, per the language of the Constitution, has now changed according to IFRS. That explains why --
Mr Second Deputy Speaker 1:27 p.m.
But Hon Chairman, you did not draw our attention to subclause (1) with regard to the submission you have made, because what we did was to maintain the “books of account”. We only deleted “in relation to them”; so
what we have now is; “the Board shall keep books of accounts and proper records in the form approved by the Auditor-General”. But now you are saying the terminology has changed.
Mr Banda 1:27 p.m.
Mr Speaker, that has not been taken care of. The positon has changed.
Mr Second Deputy Speaker 1:27 p.m.
So, do we now have to amend it again?
Mr Banda 1:27 p.m.
Mr Speaker, rightly so.
Mr Chireh 1:27 p.m.
Mr Speaker, we are confusing two things here. The previous amendments we made in changing the terminology was in relation to public companies, and therefore it is different. The ones that the Registrar would register are commercial in nature.
For this one, there is a different standard, and I wish that the Hon Deputy Minority Leader who knows the abbreviation -- that one relates to public institutions like what we are doing. This one is about the Registrar's office; therefore, what the Hon Majority Leader is saying may be more relevant, because their books would be subject to article 187.
For this one, I doubt whether it is IFRS that would rule here, because they are not going to be audited according to that. The Institute of Chartered Accountants has adopted those for the other companies, not for the public ones.
Mr Second Deputy Speaker 1:27 p.m.
Hon Member for Wa West, I do not agree with you on this.
Mr Codjoe 1:27 p.m.
Mr Speaker, for subclause (1), we dealt with this earlier. What we said was “books of accounts” is a very old terminology and the process of keeping records has changed over time.
So I think that if we want a good rendition for subclause (1), it would be:
“the Board shall keep proper financial records in relation to them and in the form approved by the Auditor-General”.
“Books of accounts and financial records” should be replaced with “proper accounting records”.
Mr Kyei-Mensah-Bonsu 1:27 p.m.
Mr Speaker, we are talking about two different things. What the Hon Chairman is relating to has to do with the operations of the companies. What we are dealing with here is the establishment of the Board, which is a public office. The auditing of a public office comes under article 187, and the standard for auditing is established under article 187(3). We cannot depart from that.
So I think the Hon Chairman got a bit confused by the consultants. Unfortunately, I had left that location at that time, but let us bring it back. What they did in the earlier provisions is absolutely correct, but not here. This is a public office and it is regulated by article 187.
Mr Second Deputy Speaker 1:37 p.m.
What I am not sure about is whether what has been adopted applies to only companies and not public offices. With that one, I am not sure about it, so we would need to cross-check.
Hon Members, the Auditor- General and the accountants are bound by that and they are supposed to perform their functions according to the new adopted financial process. So, I am not too sure whether it has got to do with only companies.
Mr S. Mahama 1:37 p.m.
Mr Speaker, you are right. Indeed, they are just terminologies. It has to do with companies, whether public or not. They are financial terminologies. In those days when we learnt accounting in the secondary schools, we used to say balance sheet, profit and loss accounts, income and expenditure accounts, but the new financial reporting standards has now come out to say that when one reports, one should not write phrases like “balance sheet” in his report to either the public or to any corporate institution.
Mr Speaker, they say we should now caption it as “statement of financial position”. So, it is no longer called a “balance sheet”. In the same way, the phrase, “statement of comprehensive income” now replaces the phrase, “income and expenditure account.” So, they are terminologies that are used, and they are quite universal. Indeed, when we did the Banking Act, 2004 (Act 673) and then also the Taxation Act, 2016 (Act
Mr Second Deputy Speaker 1:37 p.m.
Well, I wanted us to defer it and then cross check.
Mr Chireh 1:37 p.m.
Mr Speaker, I wanted to correct some impression that the Hon Member has created.
Mr Speaker, when we passed the Banking Act, on the special deposi-t taking institutions, we - with what the Hon Member talked about, those are corporate bodies, which are commercial. They are public, and so they would use this reporting system. However, when we seek to create a public body which is not for commercial purposes, as stated in article 190 paragraph (b), it means in article 187, it is not the Auditor- General that audits those institutions that the Hon Member talked about. They may be State-owned, but their reporting is different from [Interruption.] -- What could we say about a Board that prepares Financial Statement? What would it be about?
Mr Speaker, the Hon Deputy Minority Leader tried to educate us the other day by saying that these ones refer to companies, but for the public institutions like this one that we seek to create, there is a different terminology. There may be changes there, but I agree with the Hon
Majority Leader that because this one is subject to the audit of the Auditor- General, he has to do so in line with the Constitution.
Mr Speaker, we should separate the two issues. Public institutions that are of commercial nature and are profit making would have to declare their financial statements the way the Hon Member referred to; but that has changed. However, they are also equally governed by the previous clauses that we approved using the new terminology.
Mr Speaker, in the case of an office, we cannot have terminologies such as “profit and loss” and all that. How could we have profit and loss in the case of a public office like Parliament? That is why we should distinguish that those are commercial entities set up by an Act of Parliament or whatever, but for commercial purposes, it is different. However, with this other one for public service activities, they are not the same. So, I believe that it should be article 187 (3) which should govern this.
Mr Second Deputy Speaker 1:37 p.m.
Well, I do not know whether we should take this position as being an authority and be guided by it or we should still cross check to make sure that those new standards apply only to companies or ventures for commercial purposes and not public offices. If we insist that what we are saying is on authority, then we would take it. The Hon Majority Leader is nodding his head.
Mr Kyei-Mensah-Bonsu 1:37 p.m.
Mr Speaker, it is on authority. They are two different things. The international financial reporting standards -- here, we are talking about auditing and what it is regulated by is called the International Organisation of Supreme Audit Institutions (INTOSAI); it complies with what we have in the Constitution.So,we should not confuse the two.
Mr Banda 1:37 p.m.
Mr Speaker, we are torn between what the Hon Majority Leader says and what the experts have also told us. I remember and I believe that the Director of Table Office, Mr Djietror, had vividly captured what I have in my notes. They say, whether it is according to what the Hon Majority Leader says, or it is according to what IFRS standards say, the terminology, “books of accounts” has changed to “accounting record”, but that does not change the meaning of what it is in the Constitution.
Mr Speaker, we have not departed from the Constitution. The sanctity of the language in the Constitution remains intact, except that another term - the new terminology for “books of accounts” is now “accounting records”. This is what they say. They also say that the new terminology for “accounts”, as we know it today, is “financial statement”, and no longer “accounts”. So, we are changing from antiquity to modernity. On this call, therefore, I would disagree with the Hon Majority Leader and adopt the new terminologies for this.
Mr Second Deputy Speaker 1:37 p.m.
I would plead that we defer it and cross check. What I would want to add is that, we all know that the Constitution is a living document. We are not bound to be applying the exact words or terminologies that are used in the Constitution when we know that those areas have grown, advanced and developed. However, since we are not sure about the two that are being applicable to this situation, I believe we would need to defer it and cross check.
Hon Members, is that agreeable to the House?
Mr Kyei-Mensah-Bonsu 1:37 p.m.
Mr Speaker, respectfully, we are obligated to finish this today. If they say that there are new developments --
Mr Second Deputy Speaker 1:37 p.m.
Hon Majority Leader, you should juxtapose that against doing what is right. We are obligated to finish, but we would want to do what is right.
Mr Kyei-Mensah-Bonsu 1:37 p.m.
Mr Speaker, we are doing what is right.
Mr Second Deputy Speaker 1:37 p.m.
Well, I do not know whether you are the authority. [Laughter] -- We would do that only if you would want to take responsibility and not the House, because at the end of the day, when we pass it, it would be the House that would be --
Mr Kyei-Mensah-Bonsu 1:37 p.m.
Mr Speaker, is it the House, or the Majority of the House herein assembled that is talking?
Mr Second Deputy Speaker 1:37 p.m.
No, it is the House.
Mr Kyei-Mensah-Bonsu 1:37 p.m.
Yes, but the House goes by the Majority decision.
Mr Second Deputy Speaker 1:37 p.m.
Yes, but they would not say that it is the Hon Majority Leader that took the responsibility.
Mr Kyei-Mensah-Bonsu 1:37 p.m.
Mr Speaker, I have not said so.
Mr Second Deputy Speaker 1:37 p.m.
I asked whether you are the authority for us to be bound by -- and you said yes.
Mr Kyei-Mensah-Bonsu 1:37 p.m.
Yes, I say that we have the Majority, which would take a position on this and then we would move on.
Mr Second Deputy Speaker 1:37 p.m.
No, the Majority's position is not what you are articulating. It is your position. This is because the Hon Chairman of the Committee disagrees vehemently with you.
Mr Kyei-Mensah-Bonsu 1:47 p.m.
Mr Speaker, the Hon Chairman is not the Majority of this House. The Hon Chairman could only advise on what he has heard, but it is for this House to make a determination, and I am saying that if he would want to introduce a “Revised Standard Version”, then the “King James Version” still holds valid, and it would stand for the same thing. [Laughter.]
Mr Speaker, other than that, we would keep changing that aspect of our laws anytime it appears in our fashioning of any law.

In any event, I did not say what he related to at all. The “books of account” do not exist in the Constitution; it is an import from somewhere and we have decided to abandon that. I only said that the language of the Constitution is “books, records, returns and other documents” -- whether they are living or antiquated documents -- relevant to the accounts of that outfit is what is required to be kept in that prescribed form by the Auditor-General. The Auditor-General would do the audit, so, he causes it to be done in the form that he would prescribe. That is all that I said.
Mr Second Deputy Speaker 1:47 p.m.
Hon Majority Leader, you are also aware that these financial matters are not now captured in books. Whether it is public or commercial, they are captured as statements and that is why I said we should cross-check and be sure before we finally agree on this.
Mr Kyei-Mensah-Bonsu 1:47 p.m.
Mr Speaker, we did four Bills recently: the Charted Institute of Bankers (Ghana) Bill,2018; the Ghana Iron and Steel Development Corporation Bill, 2019; State Interests and Governance Authority Bill, 2019; and then the Ghana Integrated Aluminium and Bauxite Development Authority Bill, 2016.
Mr Speaker, respectfully, in all of them, it is the same language. That is why I said that, with what the Hon Member alluded to with respect to the earlier considerations, he is right; but here, it is different. That is the only thing that I pointed his attention to.
Unfortunately, Mr Speaker, I was not part when they dealt with it. I exited that forum, but I believe those of my Hon Colleagues who were there -- [Interruption] -- I am not too sure the Hon Ahiafor was there -- [Interruption] He was there. I think he was moving between that forum and a meeting of the Committee on Education. Other than that, if they were all there, this would not be a problem at all. Mr Speaker, let us adopt what they have been doing and move on.
Mr Second Deputy Speaker 1:47 p.m.
Hon Members, it is the House that takes the decision. What I am doing is trying to draw your attention to some pitfalls.
Mr Chireh 1:47 p.m.
Mr Speaker, I drew the attention of the Clerks-at-the- Table to these recent Bills that we considered, so they would do the right thing. Your earlier ruling, that we should step it down and get the proper references to back the position that we would take, should still stand.
Mr Speaker, as for the Hon Majority Leader, it is his duty to defend his position, but it is your position, as the presiding officer, to move and not listen to what he says.
Mr Second Deputy Speaker 1:47 p.m.
That is why I always want the sense of the House before I move. If the sense of the House is that I should put the Question, I would be compelled to do it.
Hon Members, the sense of the House is for this clause to be stood down for further Consideration and I so direct.
Let us move to clause 351 because we just stood down clause 350.
Clause 351 -- Annual report and other reports
Mr Banda 1:47 p.m.
Mr Speaker, there is a proposed amendment which has not been captured under clause 350(3).
Mr Second Deputy Speaker 1:47 p.m.
We have stood down clause 350 and we are at clause 351 and there is no proposed amendment on the original Order Paper and the Order Paper Addendum. So, I will put the Question on clause 351.
Clause 351 ordered to stand part of the Bill.
Clause 352 -- Periodical reports by Registrar
Mr Banda 1:47 p.m.
Mr Speaker, I beg to move, clause 352, headnote, delete “Periodical” and insert “Periodic”.
Mr Speaker, we are only amending the headnote.
Mr Second Deputy Speaker 1:47 p.m.
It is not only that; you have another proposed amendment there.
Mr Iddrisu 1:47 p.m.
Mr Speaker, I support the amendment, but if I have your leave and the indulgence of the Hon Chairman, the headnote of clause 352 should just read, “Submission of periodic reports”. This reference to the Registrar is not necessary.
If you go to the body, clause 352(1) should read:
“The Registrar shall, every year, make and submit a report on the operation of this Act to the Minister who shall lay the report before Parliament.”
Mr Speaker, it cannot be just “make a report”. The headnote should be “Submission of periodic reports”.
Mr Banda 1:47 p.m.
Mr Speaker, I have no objection of the further amendment of the headnote to read “Submission of periodic reports”.
Mr Codjoe 1:47 p.m.
Mr Speaker, I am sorry, but I believe there are more things here than just “submission”, so, I do not think the headnote should be on that; it should be on the report. The report is prepared, certain requirements are met and they are submitted. So, if we say “Submission of periodic reports” -- [Interruption]
-- 1:47 p.m.
Mr Iddrisu 1:47 p.m.
Mr Speaker, the headnote, as you know on rule of interpretation, is just a guide. It is a summary of the content of clause 352. With clause 352, the Hon Chairman proposed “Periodic reports by Registrar”. That means that we want the companies to submit period reports. The reports must be prepared and submitted. [Interruption] Do we just say “report”?
We are making a requirement of the law that there should be periodical submission of reports. That is what we would want to convey in the entire body of clause 352.
Mr Speaker, we can marry the proposed amendment of the Hon Chairman and mine and it can stand. I am now bringing in the word “Submission”. If you look at the body of the clause, it did not make room for submission. It just said, “make a report”. I propose it to read:
“make and submit a report”.
Mr Second Deputy Speaker 1:57 a.m.
We need to look at some of the words that are used there - “make” and “lay”. The clause reads, “shall lay the report before Parliament”. Usually, we do not use the word “lay”. Hon Chairman, let us redraft it.
I agree that “Submission” would have to be part of the headnote, but the proper drafting we do about reporting is “prepare a report”.
We always talk about preparing a report and submitting it to either a Minister or Parliament.

Maj (retd.) Derek Oduro: Mr Speaker, we could simply make it “submission of periodic reports” rather than add “make and submit” because if you have not made anything, you cannot submit. So, it is simple and we should make it “submission of periodic reports”.
Mr Second Deputy Speaker 1:57 a.m.
You are supporting what the Hon Minority Leader just stated, “submission of periodic report by Registrar”; so we would take that first.
Question put and amendment agreed to.
Mr Banda 1:57 a.m.
Mr Speaker, I beg to move, clause 352 subclause (1), line 1, delete “every year” and insert “at intervals of not more than two years”.
The new rendition would read:
“The Registrar shall, at intervals of not more than two years, prepare and submit a report on the operation of this Act to the Minister who shall lay the Report before Parliament.”
Mr Iddrisu 1:57 a.m.
Mr Speaker, with your leave, we have to rephrase clause 352 (2) --
Mr Second Deputy Speaker 1:57 a.m.
Let us finish with subclause (1), then we could move to subclause (2).
Mr Iddrisu 1:57 a.m.
I am helping him. It must read:
“The Registrar shall every year, prepare and submit a report on the operation of this Act to the Minister who shall present it before Parliament”.
Mr Second Deputy Speaker 1:57 a.m.
The report you referred to is not specific. Are you talking about annual reports or what the Hon Chairman just submitted, “at intervals of not more than two years”? I think the intention here is for the preparation of annual reports.
Mr Banda 1:57 a.m.
Mr Speaker, we have the annual report under clause 351 of the Bill. This is different from what has been contemplated under clause 352 which is in reference to specific activities of the Office of the Registrar. So, subclause (2), what should be contained in the periodic report by the Registrar to the Minister -- This is different and it speaks to giving information on registration, dissolution of companies and giving information on cases as captured in (b). This is not what is referred to as the annual report, and it is completely different.
Mr Second Deputy Speaker 1:57 a.m.
Hon Chairman, you may need to look at it again because clause 351 (2) that you just referred to also talks about periodic reports. It says:
“The annual report shall include the report of the Auditor-

General, and the periodical report of the Registrar of Companies referred to in section

352.”

So, it also refers to that same report you talked about at clause 352.
Mr Codjoe 1:57 a.m.
Mr Speaker, so far, I do not see any problem here. My only problem is why the Hon Chairman is trying to move the period from a one-year to a two-year interval. With that two-year interval, he needs to --
Mr Second Deputy Speaker 1:57 a.m.
That is why I drew his attention to it as the Chairman. He talked about annual reports which would capture this specific report you are talking about in clause 352 in addition to the one that the Auditor-General would have gone through. These are to be submitted together to the Minister, and by the same clause, the Minister is to submit it to Parliament. So, we need to marry the two to make sure that we do not repeat the same thing.
Mr Dafeamekpor 1:57 a.m.
Mr Speaker, I recall that at the winnowing stage, the Consultants explained that in periods that this report coincides with the annual report, then it would be captured. So, it is quite different from the annual reports as anticipated under clause 351. That was the explanation they gave.
So, for instance, if the annual report for 2018 coincides with one of these reports, then it would capture it. But
in the year that it is released, if it does not coincide with the reports as anticipated under clause 352, then it may not capture it. When they gave the explanation, we allowed it to stand because it is not the type of report anticipated under clause 251.
Mr Second Deputy Speaker 1:57 a.m.
We agree that they are not the same, but the same clause 352 also talks about every year; which is annual.
Mr Kyei-Mensah-Bonsu 1:57 a.m.
Mr Speaker, I believe it is good that you drew attention to this. We just need to do a little bit of engineering in clause 351 (2), to read:
“The annual report shall include the report of the Auditor- General, and the periodical report when it is due, of the Registrar of Companies referred to in section 352”.
So, we have that distinction that it is not required to be submitted every year but when it is due, or words of similar import --
Mr Second Deputy Speaker 2:07 p.m.
I am not very comfortable with the words “when it is due”, so we could try and see whether we could get a better rendition of “when it is due”.
That could even go beyond three years, but he is talking about two years' interval. What about if we just say,
“the annual report shall include the report of the Auditor- General, and a periodic report of the Registrar of Companies referred to in section 352”.
So, any periodic report that is ready would be included. I have a problem with “when it is due”.
Mr Kyei-Mensah-Bonsu 2:07 p.m.
Mr Speaker, if we read clause 351 subclause (2), the operative word is “shall”; “The Annual Report shall include the report of the Auditor- General and the periodic report of the Registrar of Companies referred to in section 352”. It is made mandatory to include the periodic reports, annually, and that is why I am saying that there should be a slight differentiation so we know that, that one is due every other year, and not every year. That explains why I offered that qualification, and if that phrase is not elegant, we can have words of similar import just to make the distinction.
Mr Second Deputy Speaker 2:07 p.m.
I understand your position, but with the explanation you gave, it says, “shall include”; and one is annual, that is the report of the Auditor-General, and it must include, -- because of “shall”. So, it means that the periodic report too should be annual. If it is not ready, it cannot be part of this annual report from the Auditor-General. It says, “the annual report shall include the report of the Auditor-General and the periodic report…” and this is to be done annually. If both are not being done annually, the first one cannot include the second.
Mr Second Deputy Speaker 2:07 p.m.
Are we dealing with the Constitution of the country or that of a party? — [Laughter]
Mr Kyei-Mensah-Bonsu 2:07 p.m.
Mr Speaker, I am just quoting a provision.
Mr Second Deputy Speaker 2:07 p.m.
You know there is no authority with that, and so far as the House is concerned, we would not be bound by that.
Mr Kyei-Mensah-Bonsu 2:07 p.m.
Mr Speaker, I am just referring to a provision. We have annual delegates' conference, just like the New Patriotic Party (NPP) has and when the period is due, an annual general conference could elect a presidential candidate. Usually, the provision is that, there shall be an annual general conference which shall do this or that, provided that when the time is due, that annual conference shall elect a presidential candidate. That is usually the construction. That was why I said, if “when it is due” does not sound appealing, we could have words of similar import that would carry the same thing.
Mr Second Deputy Speaker 2:07 p.m.
My problem is with the mandatory word “shall”.
Mr Kyei-Mensah-Bonsu 2:07 p.m.
Mr Speaker, that is where the phrase, “when it is due” to qualify the second leg becomes necessary.
Mr Second Deputy Speaker 2:07 p.m.
Then why do we not use “may” if we have to use “shall” to make it conditional?
Mr Kyei-Mensah-Bonsu 2:07 p.m.
Mr Speaker, if we say “may”, it would read, “the annual report may include the report of the Auditor-General”, and then it may not include —
Mr Second Deputy Speaker 2:07 p.m.
Hon Majority Leader, may I say that I am not part of the debate and so —
Mr Kyei-Mensah-Bonsu 2:07 p.m.
Mr Speaker, you are guiding the House.
Mr Second Deputy Speaker 2:07 p.m.
So you could still insist on your position. But I see the Hon Chairman also itching to disagree with you.
Mr Banda 2:07 p.m.
Mr Speaker, I am not disagreeing with him, but want to proffer a rendition which may cure —
Mr Second Deputy Speaker 2:07 p.m.
This kind of language is so — “I am not disagreeing with him but I want to proffer an amendment” — [Interruption] -- Words of similar input. [Laughter] --
I sometimes hear Hon Members say, for instance, “Mr Speaker, I completely agree with you, but…” How can you completely agree with me and there would be a “but”?
Mr Banda 2:07 p.m.
Mr Speaker, I agree with him on this point, except to further improve upon his proposed amendment by the insertion of the phrase, “if any”. It would then read;
“The annual report shall include the report of the Auditor- General and a periodic report, if any, of the Registrar of Companies”.
If annual report is being submitted this year, for instance, and there is no report as contemplated under section 352, then what it means is that, the Board would not be compelled to submit a report under section 352. When it is available, then they would have to submit a report as it is contemplated under section 352. So, I will want to propose, “if any”.
Mr Kyei-Mensah-Bonsu 2:07 p.m.
Mr Speaker, the Clerks-at-Table are advising some new construction. It is about the same, but it is the placement of the words, “when it is due”, and I believe this should make it clearer. So I beg to read:
“The annual report shall include the report of the Auditor- General and the periodic report of the Registrar of Companies referred to in section 352, where the periodic report is due”.
It is about the same thing but clearer, and perhaps, much more reader friendly.
Mr Second Deputy Speaker 2:07 p.m.
I would have preferred the use of “if any” than “due”. When is it due? You want to use “due” here to mean, when it is ready or available? The word “due” deals with time and so by the use of “if any”, that is, if it is available or ready, then they could submit it. But to say, “when it is due” —
Mr Kyei-Mensah-Bonsu 2:07 p.m.
Mr Speaker, section 352 provides that the due date is two years.
Mr Second Deputy Speaker 2:07 p.m.
Section 352 provides due date.
Mr Kyei-Mensah-Bonsu 2:07 p.m.
Mr Speaker, section 352 is the amendment proffered by the Hon Chairman, that it is supposed to be every other year — two years. So, it would be due at the end of every second year. I am not talking about what is in the original rendition, but the amendment proffered by the Hon Chairman, that it should be at the end of every other year. So, at the end of the second year is the due date.
Mr Second Deputy Speaker 2:07 p.m.
We have not accepted the proposed amendment of the Hon Chairman, which says, “at intervals of not more than two years”. We are yet to consider what he said. If you want us to use what you have just stated, then we need to make that specific; “not more than…”
Mr Kyei-Mensah-Bonsu 2:07 p.m.
Mr Speaker, we were dealing with clause 352 when we came back to clause 351 because of you drawing our attention to clause 351(2) to further improve it. That issue, more or less, had been settled already by the proposal by the Hon Chairman but then, you drew our attention that in that case —
Mr Second Deputy Speaker 2:17 p.m.
I agree, but he did not specifically say, two years. He said, “not more than two years”. I have it down here. If it
is at intervals of two years, then the point you are raising is valid.

Hon Members, would you prefer the proposal from the Hon Chairman or the Hon Majority Leader? The Hon Chairman says we should insert at line 2 of subclause (2), of clause 351, after “periodic report”, “if any”. The Hon Majority Leader has proposed that we add at the end of that subclause, “when it is due”.

Hon Chairman, I am sure you would insist that we should consider your proposed amendment. So I will put the Question on the proposed amendment by the Hon Majority Leader's first before we come to yours.
Mr Banda 2:17 p.m.
Mr Speaker, I think that our amendments carry the same sense except that the construction of the language is different. For the sake of brevity, I propose that we adopt “if any”.
Mr Second Deputy Speaker 2:17 p.m.
Hon Majority Leader, do you also still insist on your position?
Mr Kyei-Mensah-Bonsu 2:17 p.m.
Mr Speaker, what ought to be done for us to know what we are doing is for the Hon Chairman to further improve it when we get to clause 352. When you said that for clause 352, it should be, “at intervals of not more than two years”, let us make it specific. Two years and not “at intervals of not more than two years” so that the two-year period then will give us a due date of

every two years. That is the periodic report will have to be ready every two years.

Mr Speaker, we cannot have a situation where at a given time, it will be submitted in one year and another time, in two years or one and half years. We cannot have that situation. So be specific and when we get there, you will tighten it up that it should be submitted at a two-year interval. That makes it specific. Then, here, we will further improve clause 351(2) to read;

“The annual report shall include the report of the Auditor- General, and the periodic report of the Registrar of Companies referred to in section 352 where the periodic report is due”.

Then he improves on what you did in clause 352 so that we are specific on exactly what we are doing.
Mr Second Deputy Speaker 2:17 p.m.
The Hon Majority Leader is applying his residual powers.
Mr Banda 2:17 p.m.
Mr Speaker, on clause 352, I think that we should bring more certainty on the provision by providing in the first line, “…shall, every two years, prepare and submit the report” or “at intervals of two years prepare and submit a report on the operation…”
This brings certainty and clarity on the date instead of “at intervals of not more than two years” which is not certain.
Mr Second Deputy Speaker 2:17 p.m.
Clause 351(2) shall now read;
‘‘The annual report shall include the report of the Auditor- General, and the periodic report of the Registrar of Companies referred to in section 352 where the periodic report is due''
Question put and amendment agreed to.
Mr Second Deputy Speaker 2:17 p.m.
Please, note that it is now not “periodical report” but “periodic report”.
Clause 351 as amended ordered to stand part of the Bill.
Mr Second Deputy Speaker 2:17 p.m.
Hon Members, the amendment before you is to the following effect, clause 351(1);
“The Registrar shall, at intervals of two years, prepare and submit a report on the operation of this Act to the Minister who shall present the Report to Parliament”.
Mr Codjoe 2:17 p.m.
Mr Speaker, please, did you say clause 351?
Mr Second Deputy Speaker 2:17 p.m.
I meant, clause 352(1).
Question put and amendment agreed to.
Mr Second Deputy Speaker 2:17 p.m.
We are still at clause 352. We have taken both proposed amendments.
Clause 352 as amended ordered to stand part of the Bill.
Clause 353 -- Companies Bulletin
Mr Banda 2:27 p.m.
Mr Speaker, I beg to move, clause 353 subclause (4), delete.
Mr Speaker, it is obvious what the “Companies Bulletin” is intended for and so, we do not need to legislate for it. It is already provided for in the Bill and so, we do not have to state the purpose of the Companies Bulletin as it is captured under clause 353(4).
Question put and amendment agreed to.
Clause 353 as amended ordered to stand part of the Bill.
Clause 354 -- Fees
Mr Banda 2:27 p.m.
Mr Speaker, I beg to move, clause 354 subclause (1), lines 1 and 2, delete “in consultation with the Minister responsible for Finance” and insert “in accordance with the Fees and Charges (Miscellaneous Provisions) Act, 2009 (Act 793)”.
Mr Second Deputy Speaker 2:27 p.m.
Hon Members, this is by law and I think it has been properly captured by the proposed amendment.
I would put the Question.
Question put and amendment agreed to.
Clause 354 as amended ordered to stand part of the Bill.
Clause 355 ordered to stand part of the Bill.
Clause 356 -- Registration of documents
Mr Second Deputy Speaker 2:27 p.m.
We have proposed amendments from the Hon Chairman and the Hon Minority Leader. We would take the proposed amendments from the Hon Chairman.
Mr Banda 2:27 p.m.
Mr Speaker, I beg to move, clause 356 subclause (1), line 2, at end, add “to capture beneficial ownership data of legal persons and arrangements”.
Mr Speaker, with your leave, I would want to improve upon this proposed amendment by deleting “legal persons” and inserting “companies”. This is because within this provision we are referring to “companies”.
So the new rendition would read:
“There is established by this Act, a register known as the central register to capture beneficial ownership data of companies and arrangements.”

Question put and amendment agreed to.
Mr Kyei-Mensah-Bonsu 2:27 p.m.
Mr Speaker, I guess we could complete the proposed amendments on clause 356 and then we take the suspension of the House.
Mr Second Deputy Speaker 2:27 p.m.
Is that agreeable to the House? We would take the proposed amendment on clause 356 and suspend the House for one hour or two hours.
Mr Kyei-Mensah-Bonsu 2:27 p.m.
Mr Speaker, we could suspend for one hour.
Mr Second Deputy Speaker 2:27 p.m.
Hon Chairman, let us take your second proposed amendment on clause 356.
Mr Banda 2:27 p.m.
Mr Speaker, I beg to move, clause 356 subclause (2), paragraph (b), subparagraph (v), line 2, at end, add “and in particular information on beneficial ownership”.
So it would read: “any other information that the Registrar may require and in particular information on beneficial ownership”.
Mr Second Deputy Speaker 2:27 p.m.
Hon Members, I think that this is quite consequential from the earlier one. I would put the Question.
Mr Kyei-Mensah-Bonsu 2:27 p.m.
Mr Speaker, it is the same sense of the amendment that has been proposed except that I wanted us to have some inter-positional change to read, “any other information including in particular information on beneficial ownership that the Registrar may require”.
Mr Second Deputy Speaker 2:27 p.m.
Hon Members, the new rendition by the Hon Majority Leader is “any other information including in particular information on beneficial ownership that the Registrar may require”.
Hon Chairman, what do you say to that?
Mr Banda 2:27 p.m.
Mr Speaker, it is very good.
Question put and amendment agreed to.
Mr Second Deputy Speaker 2:27 p.m.
We would move to the next proposed amendment as advertised in the Order Paper Addendum which deals with subclause (6) and it stands in the name of the Hon Minority Leader but I do not see him in the Chamber. So we would go back to the proposed amendment by the Hon Chairman in the original Order Paper, which deals with subclause (6).
Hon Chairman?
Mr Banda 2:27 p.m.
Mr Speaker, I beg to move, clause 356 subclause (6), paragraph (a), before “matter” insert “any”.
Mr Speaker, it would read, “contain any matter contrary to law”.
Mr Second Deputy Speaker 2:37 p.m.
Hon Members, let us complete clause 356 and take the suspension.
Question put and amendment agreed to.
Mr Banda 2:37 p.m.
Mr Speaker, I beg to move, clause 356, subclause (8), opening phrase, line 2, at end, add “the” and delete “the” at beginning of paragraphs (a) to (d).
So, it would read; “The Minister may by legislative instrument make Regulations to prescribe the…” We are only transporting the definite article captured in the paragraphs and listed as (a) to (d) and bringing same up to form part of the preamble.
Mr Second Deputy Speaker 2:37 p.m.
Hon Members, this is just to prevent repetition of the word “the” in all the sub-paragraphs.
Question put and amendment agreed to.
Clause 356 as amended ordered to stand part of the Bill.
Mr Second Deputy Speaker 2:37 p.m.
Hon Members, I would now proceed to suspend Sitting for one hour.
Hon Majority Leader?
Mr Kyei-Mensah-Bonsu 2:37 p.m.
Mr Speaker, clause 357 which follows has no amendments proposed, so if you could put the Question on it.
Mr Second Deputy Speaker 2:37 p.m.
I was guided by your submission that on completion of clause 356 we could go on suspension.
Mr Kyei-Mensah-Bonsu 2:37 p.m.
Mr Speaker, there is no amendment, so, if you could just put the Question on it.
Mr Second Deputy Speaker 2:37 p.m.
Your position now is that because there are no amendments to clause 357 we should take that before we go on suspension.
Mr Kyei-Mensah-Bonsu 2:37 p.m.
Mr Speaker, that is my plea.
Mr Second Deputy Speaker 2:37 p.m.
Hon Members, we would take that before we go on suspension from the Leader of Government Business. He is not acting here as Minister. He is acting here in his capacity as the Leader of Government Business.
Clause 357 -- Prescribed forms
Mr Kyei-Mensah-Bonsu 2:37 p.m.
Mr Speaker, I just noticed something which I believe should be considered consequentially; the use of the possessive pronoun in subclause (2), line 3, “Registrar's opinion”.
I believe, as we agreed earlier, it should read “in the opinion of the Registrar”.
Mr Second Deputy Speaker 2:37 p.m.
Yes, the Hon Majority Leader is right.
Question put and amendment agreed to.
Clause 357 as amended ordered to stand part of the Bill.
Mr Kyei-Mensah-Bonsu 2:37 p.m.
Mr Speaker, just before you make the pronouncement, when it came to dealing with clause 350, that is, “Accounts and audits”, we had to stand it down for further consultation. What has been brought to us would suggest that the proposal we made should be the adopted position.
The last one we did in the Ghana Integrated Iron and Steel Development Corporation Act, on the same provision, “Accounts and audit”, with your permission, it provides:
“The Board shall keep books of accounts, records, returns and other documents relevant to the accounts in the form approved by the Auditor- General”.
So Mr Speaker, I believe we can recommend same to the Table Office for them to adopt, and then we can make progress.
Mr Second Deputy Speaker 2:37 p.m.
The Hon Majority Leader has drawn our attention to the fact that that clause was stood down, but it was not just in connection with the subclause (1). We also have to look at the subclause
(2).
Mr Kyei-Mensah-Bonsu 2:37 p.m.
Mr Speaker, yes. With the subclause (2),
what we decided earlier was not to stipulate time, and so, again, we can take a cue from this one;
“the Board shall submit the accounts of the corporation…”
But here it would be;
“the Board shall submit the accounts of the Office of the Registrar to the Auditor-General at the end of the financial year”.
Mr Second Deputy Speaker 2:37 p.m.
Apart from that, the Chairman has stated that we delete “accounts” and insert “financial statements”. That was the proposed amendment there, too. So, let us take the suspension. When we come back we can get the proper rendition.
[Pause]--
Mr Kyei-Mensah-Bonsu 2:37 p.m.
Mr Speaker, let me just plead with you.
In the morning, the Hon Minister for Transport was to present the National Road Safety Authority Bill. We had to stand it down because the Rt Hon Speaker insisted the Minister was not in the Chamber.
He is here now, so if we would permit him, just to lay the Paper in the original Order Paper, item numbered 5.
Mr Second Deputy Speaker 2:47 a.m.
Hon Members, the Hon Majority Leader has requested us to consider what was stood down with respect to item numbered 5 on the Order Paper. My information is that there was one that was laid early on by the
Hon Minister, and so I am sure that would be withdrawn first before the presentation of this new one.
Hon Members, I would want to know the state of affairs with regard to what had early on been presented to the House and referred to the Committee.
Mr Kyei-Mensah-Bonsu 2:47 a.m.
Mr Speaker, the House may recall that the National Road Safety Bill was presented to the House the first time by the Hon Majority Leader and Leader of Government Business on behalf of the Hon Minister, who had to travel to Kintampo. I did it on his behalf. Now, that Bill is being withdrawn by him for a new one to be laid. I believe it was done on the 25th of March, 2019.
Mr Second Deputy Speaker 2:47 a.m.
Well, Hon Majority Leader, since the Hon Minister is available, we would give him the opportunity to do the right thing.
Yes, Hon Minister?
Minister for Transport (Mr Kwaku Ofori Asiamah) 2:47 a.m.
Mr Speaker, I thank you.
Mr Speaker, I would like to seek your leave and the indulgence of the House to withdraw the National Road Safety Bill, which was laid on my behalf on the 25th of March, 2019, by the Hon Majority Leader.
Mr Second Deputy Speaker 2:47 a.m.
Hon Members, it is not just with my leave, but it is also with the leave of the House. So the House would want to know why the Hon Minister would want to seek its leave to withdraw what he had presented, which is already before the Committee now for consideration.
Hon Minister, you may let us know why. Any consultancy fee? [Laughter] --
Mr K.O. Asiamah 2:47 a.m.
Mr Speaker, there was a minor adjustment which was originally not part of the Bill that we brought, and we felt that it was necessary that we withdraw, add that one, and seek your leave to lay the new one.
Mr Speaker, thank you very much.
Mr Second Deputy Speaker 2:47 a.m.
Hon Members, the Hon Minister has given the reason he seeks the leave of this House to withdraw what was laid before the House.
Hon Members, any comments?
Mr Kwame Govers Agbodza 2:47 a.m.
Mr Speaker, as far as the Committee is concerned, there was only one issue about the source of funding for the new entity. We are not aware -- and the Hon Chairman told me that there had been a directive from Cabinet for us to even go ahead. So, it is news to me that there were issues that we could not resolve. The Hon Minister has the right to withdraw the Bill as he wishes. However, as far as I am

aware, we are almost done with that work, and this is news to me.
Mr Second Deputy Speaker 2:47 a.m.
Hon Member, it is news to you because it is not yet before you. So after his presentation, it would now come before you. It is just that when it comes, you should ensure that what he said actually holds. I would therefore grant the Hon Minister the leave to withdraw what had early on been presented to the House, and that is accordingly withdrawn.
Mr Second Deputy Speaker 2:47 a.m.
The Hon Minister may now proceed to present to us the new one, which is item numbered 5 on page 4 of the Order Paper.
BILLS -- FIRST READING 2:47 a.m.
Mr Second Deputy Speaker 2:47 a.m.
Hon Members, we could now take a
suspension for one hour. I believe it is proper for us to return at 4.00 p. m. prompt. The House is accordingly suspended.

4.23 p.m. -- [Sitting resumed].
MR SPEAKER
Mr Speaker 2:47 a.m.
Hon Members, we would move expeditiously and see to kill this Business as soon as possible.
Hon Chairman of the Committee, if you would please guide, where are we?
Mr Banda 2:47 a.m.
Mr Speaker, we would continue from clause 358, which is captured as item 24(xli) on page 21 of the original Order Paper.
Mr Speaker 2:47 a.m.
Item numbered 24(xli).
BILLS -- CONSIDERATION 2:47 a.m.
STAGE 2:47 a.m.
Mr Banda 2:47 a.m.
Mr Speaker, I beg to move, Clause 358, add the following new subclause:
“(#) A disclosure under this section is subject to the Data Protection Act, 2012 (Act 843) and any other relevant legislation.”
Mr Avedzi 2:47 a.m.
Mr Speaker, this is a new subclause and I believe that it would be good that the Hon Chairman explains the reasons for the introduction.
Mr Banda 2:47 a.m.
Mr Speaker, the clause talks about disclosure of certain documents and we are subjecting the disclosure of the document to the Data Protection Act, 2012 (Act 843) and any other relevant legislation which may even include the Right to Information Bill, 2018 when it becomes law.
Question put and amendment agreed to.
Clause 358 as amended ordered to stand part of the Bill.
Clause 359 -- Authentication of documents issued by Registrar
Mr Banda 2:47 a.m.
Mr Speaker, I beg to move, Clause 359 subclause (2), line 1, delete “act done” and insert “an act done by the Registrar”.
Question put and amendment agreed to.
Clause 359 as amended ordered to stand part of the Bill.
Clause 360 -- Enforcement of duty to make returns
Mr Banda 2:47 a.m.
Mr Speaker, I beg to move, Clause 360, line 4, delete “it” and insert “the body corporate or the officer or the liquidator of a body
corporate” and in line 7, delete “it” and insert “the return, financial statement or other document”.
Mr Speaker, we have to repeat all the words instead of substituting same with the pronouns.
Mr Speaker 2:47 a.m.
Hon Chairman, are you sure you want to say “return” and not “returns, financial statements or other documents”? Would you want “return” or “returns”?
Mr Banda 2:47 a.m.
Mr Speaker, it should read “returns”.
Mr Speaker 2:47 a.m.
So, it should be with the letter “s”.
Mr Banda 2:47 a.m.
Rightly so, Mr Speaker. It should be “returns, financial statements or other documents”.
Mr Avedzi 2:47 a.m.
Mr Speaker, what is the difference between “returns” and “financial statement”? If we make reference to “returns”, it encompasses all these financial documents. So, if we say “returns”, what is that and how different is it from “financial statement”?
Mr Banda 2:47 a.m.
Mr Speaker, this is the terminology according to European Public Sector Accounting Standards (EPSAS). This is how they want this accounting terminology crafted. Mr Speaker, we dealt with a committee of experts and they gave this advice that this is how it is now termed.
Mr Speaker 2:47 a.m.
For the avoidance of doubt, let us capture the holistic presentation. In other words, whether it is “returns” or “financial statements” - of course, financial statements can be enveloped by returns; nevertheless, for emphasis regarding certain documents -- We can make progress.
Mr Chireh 2:47 a.m.
Mr Speaker, if the Hon Chairman had read all the corrections he effected in a new sentence, it would bring out what he asked for clearly.
Mr Speaker the clause reads 2:47 a.m.
“… having defaulted in complying with a provision of this Act which requires the returns, to deliver a return, a financial statement, or any other document …”
It just itemises those and therefore, it is not a duplication.
Mr Speaker 2:47 a.m.
Especially, when we talk about “other document”.
Question put and amendment agreed to.
Clause 360 as amended ordered to stand part of the Bill.
Mr Banda 2:47 a.m.
Mr Speaker, it is just a minor oversight which I believe I have to bring to the notice of this august House.
Mr Speaker 2:47 a.m.
Which clause are you talking about?
Mr Banda 2:47 a.m.
Mr Speaker, it is clause 361. We sought to add the letter “s” to “return” to make it “returns”. Mr Speaker, it appears to me that in the preceding sentences, it is “return” and “financial statement”.
Mr Speaker 2:47 a.m.
Shall we say where the word “returns” appears, it should take the letter “s” or without “s”.
Mr Banda 2:47 a.m.
Rightly so, Mr Speaker, and that is to make it consistent.
Mr Speaker 2:47 a.m.
I direct that the draftsperson should, where that word occurs, make it “returns”, not “return”.
Clause 361 -- Electronic transactions
Mr Banda 2:47 a.m.
Mr Speaker, I beg to move, clause 361 subclause (1), paragraph (g), line 1, delete “mergers, amalgamations” and insert “compromises, mergers, divisions”.
Mr Speaker, we are no longer talking about amalgamations, but it is supposed to be this new terminology.
Mr Avedzi 4:33 a.m.
Mr Speaker I am sorry, I wanted to draw your attention to a small issue in clause 360 but I did not catch your eye. The headnote talks about “returns”, so I want the Hon Chairman to reconcile that with what he proposed in the main body.
Mr Speaker 4:33 a.m.
So, that should now also read “returns”?
Mr Avedzi 4:33 a.m.
If we are changing the singular to plural in the main body since the headnote uses the plural, then we should be consistent --
Mr Speaker 4:33 a.m.
What we have now come to is that the operative word should be only “returns” and not “return” and I so directed the draftsperson.
Hon Member, you were not paying attention.
Hon Chairman, please proceed.
Mr Banda 4:33 a.m.
Mr Speaker, I beg to move, clause 361 subclause (1), paragraph (g), line 1, delete “mergers, amalgamations” and insert “compromises, mergers, divisions”.
The new rendition would read:
“…arrangements, compromises, mergers, divisions..”
Mr Iddrisu 4:33 a.m.
Mr Speaker, clause 361(1)(g) reads:
“(1) Despite a provision of this Act and any other enactment, the Registrar may authorise”.
The word “provision” should be “provisions”; we have to add “s” because the Act cannot just be one provision. There is something wrong there. The headnote says “Electronic transactions”. There is an Electronic Transactions Act, 2008 (Act 772) and I think that - I would further research - in this matter, we are not just referring to electronic transactions.
There is an Electronic Transactions Act, 2008 (Act 772) and it does not deal with this matter but rather what Mr Speaker directed earlier when I said that we should make this Bill electronically responsive. So, when you see electronic transaction, I do not see the linkage between the body and the headnote. Maybe, we could take paragraph (g).
Mr Speaker 4:33 a.m.
Any contribution with regard to the proposed amendment?
Question put and amendment agreed to.
Mr Banda 4:33 a.m.
Mr Speaker, I beg to move, clause 361 subclause(1), paragraph (n), line 2, delete “allotments” and insert “issue”.
Question put and amendment agreed to.
Mr Banda 4:33 a.m.
Mr Speaker, I beg to move, clause 361, subclause (1), paragraph (p), delete “books of accounts” and insert “accounting records”.
Question put and amendment agreed to.
Mr Banda 4:33 a.m.
Mr Speaker, I beg to move, clause 361 subclause (2), line 1, delete “notified” and insert “published”.
Question put and amendment agreed to.
Mr Banda 4:33 a.m.
Mr Speaker, with your permission, I would like to make
Mr Iddrisu 4:33 a.m.
Mr Speaker, even though I agree with Hon Chairman, does he not think that it should rather come under clause 364 where the power to exercise and make regulations is appropriately captured and is more extensive? So, the whole of subclause (7) does not belong there.
Mr Speaker 4:33 a.m.
So, should we approve the amendment and have it taken to clause 364?
Mr Iddrisu 4:33 a.m.
Absolutely, Mr Speaker.
Mr Speaker 4:33 a.m.
Hon Chairman, in principle, do you agree that its home is clause 364?
Mr Afenyo-Markin 4:33 a.m.
Mr Speaker, clause 364 deals with the powers of the Minister and what the Hon Chairman said was that under subclause (7), the power is not for the Registrar but the Minister. So we need to effect the amendment, instead of leaving it there and going to 364.
Mr Speaker 4:33 a.m.
Hon Chairman, we shall put the Question on the proposed amendment and then we shall decide where it should be put.
Question put and amendment agreed to.
Mr Speaker 4:33 a.m.
I direct the draftspersons to appropriately place the last amendment.
Mr Iddrisu 4:33 a.m.
Mr Speaker, if you have to direct the draftsperson - if you read line (1) of clause 361 and then come to page 277, clause 361 (1) (w), line 3, the words there are:
“to be effected electronically in the manner and through an electronic system”.
In my view, those words should belong to clause 361(1), so that it makes it more elegant and then we could get the flow.
Mr Speaker 4:33 a.m.
Thank you very much. I further direct that this should also be examined by the draftspersons and appropriately placed.
Clause 361 as amended ordered to stand part of the Bill.
Clause 362 -- Registrar's power to obtain directions of the Court
Mr Banda 4:33 a.m.
Mr Speaker, I beg to move, clause 362 headnote, delete “Registrar's power” and insert “Power of the Registrar”.
Question put and amendment agreed to.
Mr Banda 4:33 a.m.
Mr Speaker, I beg to move, clause 362 Line 2, delete “Registrar's functions” and insert “functions of the Registrar”
Question put and amendment agreed to.
Clause 362 as amended ordered to stand part of the Bill.
Clause 363 -- Extension to unregistered companies
Mr Banda 4:43 p.m.
Mr Speaker, I beg to move, clause 363, headnote, delete “unregistered companies' and insert “bodies corporate not registered under this Act”.
Mr Haruna Iddrisu 4:43 p.m.
Mr Speaker, I have no problem with the amendment of the Hon Chairman to the headnote, but the body. If we look at the entirety of clause 363, we are talking about Regulations, exercised pursuant to article 11 of the Constitution which comes to clause 364 — Regulations. And so my view would be that, we should marry clause 364 and 363.
Mr Speaker 4:43 p.m.
Marry them where? In the Registrar's Office or the Church? -- [Laughter]
Mr Haruna Iddrisu 4:43 p.m.
Mr Speaker, Hon Yieleh Chireh wants to divorce them. [Laughter]
Mr Chireh 4:43 p.m.
Mr Speaker, in the legislation, we can indicate where legislative instrument or subsidiary
legislation should be made in a clause. And so even the one that you were directing to be moved to clause 364, if we look at the list that we are providing there and what is already provided in clause 364, it is extensive, and so they can stand on their own. We do not need to move them to where the power to make a Legislative Instrument is, because they deal with the subject area. And so once it is indicative that we should use Legislative Instrument to extend whatever is moved -- but moving everything there, we would again need to sub-divide them because they stand on a particular subject. I think we should leave them where they are.
Question put and amendment agreed to.
Mr Banda 4:43 p.m.
Mr Speaker, I beg to move, clause 363 subclause (2), delete.
Question put and amendment agreed to.
Clause 363 as amended ordered to stand part of the Bill.
Clause 364 — Regulations
Mr Banda 4:43 p.m.
Mr Speaker, I beg to move, clause 364 subclause (2), paragraph(c), delete and insert the following:
“for classifying companies as large, medium or small to grant waivers and exemption under this Act”.
Question put and amendment agreed to.
Mr Banda 4:43 p.m.
Mr Speaker, I beg to move, clause 364 subclause(2), paragraph(e), line 2, delete “financial statement “ and insert “ statement of financial position”.
Mr Speaker, it is a change of terminology.
Mr Speaker 4:43 p.m.
Thank you. It is a state- of- the- art language.
Question put and amendment agreed to.
Mr Kyei-Mensah-Bonsu 4:43 p.m.
Mr Speaker, we just dealt with clause 364, subclause (2) paragraph (c), and the Hon Chairman asked us to delete and insert the following -- Indeed, the essence of the addition is to say that, the purpose of classifying companies as large, medium or small is to grant waivers and exemptions. But is that the sole reason for classifying them as small, medium or large?
Mr Speaker 4:43 p.m.
Hon Chairman, can this stand independent of waivers and exemptions? Is the sole purpose of the classification to grant waivers or exemptions? Classification, agreed; but the two are now conjunctive. Do you want it that way?
Mr Banda 4:43 p.m.
Mr Speaker, first of all, that is the purpose. We may have private companies, some may be bigger than others in terms of employees, finances and business. For instance, if you have a small company operated in my constituency that may be different from a bigger private company which is operated here in
Accra. And so it may be unfair to treat these two companies as being equal or on the same scale. And so the purpose of this is to enable the Registrar, through Legislative Instrument, to classify private companies as being small, medium and large in order to grant waivers and exemptions under the law.
Mr Speaker 4:43 p.m.
Very well.
Please proceed. It is clear, what the intention is.
Mr Chireh 4:43 p.m.
Mr Speaker, if we go to the Memorandum of the Bill —
Mr Speaker 4:43 p.m.
Hon Member, are you justifying further?
Mr Chireh 4:43 p.m.
Mr Speaker, it is not related to what he said, and that is why I rose.
Mr Speaker, according to the Memorandum, at page 39, paragraph (xxxix), which is clause 364, and I beg to read:
“Clause 364 provides for the Minister to, by a legislative instrument, make Regulations regulating the exercise by the Registrar of any of the powers and discretions conferred on the Registrar by the Bill. These Regulations include matters related to payment of moneys to the Registrar for publication in the Company's Bulletin, the classification of companies, the amendment of Schedules and the administrative and other penalties for offences committed
under the Bill. The clause also empowers the Minister to make Regulations on the advice of the Board for the effective implementation of the provisions of the Bill.”
Mr Speaker, and so if we look at it, the reason is not for waivers. It is for classifying them. If they want to have anything published in the company's bulletin, then they are classified according to small, medium and large. It is not for waiver — waivers on what? Are they asking for tax waivers? That is not the purpose. The purpose is more than that. And so we cannot limit that by just specifying that it is for waivers.
Mr S. Mahama 4:43 p.m.
Mr Speaker, the granting of waiver in this context is implied. The initial thought was to classify the companies according to the stated capital, the number of the employees and then the turnover so that the Registrar-General is appraised of what the types of companies we have, but not because of waiver. Waiver is contemplated, but it should not be part of this legislation and to say that we are classifying because of the waiver.
So we may choose to separate the two or leave the waiver out completely. It is implied that when they want to do a waiver, they would first of all take a look at the classifications, and on the basis of that, they could tell which company qualifies for a waiver or not. But not to put it as we have captured it.
Mr Speaker 4:53 p.m.
So, shall we say, for example, “which shall be applied for the granting of waivers, exemptions and other purposes generally”? So that it is not exclusive and then we can proceed.
Mr Kyei-Mensah-Bonsu 4:53 p.m.
Mr Speaker, we have to put it this way to include, “other matters”. However, on the face of what is captured in the memorandum, the essence of it, quite apart from the payment of moneys to the Registrar for publication in the Companies Bulletin, is also to ensure that penalties for offences committed under this Bill will be segregated according to the scale of operation.
I think that is the purpose of clause 364 and tax waivers are not even mentioned here. If we want to include that we can say so but we cannot limit it to tax waivers and exemptions.
Mr Speaker, I thought that we could just say 4:53 p.m.
“For classifying companies as large, medium or small”?
We could leave it like that. Alternatively, if we want to include the grant of waivers, then we should go to the memorandum and capture the nodal issues that clause 365 is required to provide.
For instance, the payment of moneys to the Registrar for publication and also the payment of penalties for offences committed under this Bill. These are three main issues that should be covered by clause 364.
Mr Speaker 4:53 p.m.
If you look at what the Hon Member was saying, there are going to be supervisory powers. Is that not clear? Those supervisory powers have also been mentioned and so, if we use the omnibus, it is captured as follows --
“for classifying companies as large, medium or small in the application of its supervisory powers including a grant of waivers and exemptions under this Act”.
This will make it inclusive, capture the concerns of what both Hon Chireh and the Hon Majority Leader have just mentioned, and yet keep “waivers” and “exemptions” while talking about the “general” in the application of supervisory powers. So, it is a matter of capturing all in an omnibus manner.
So, Hon Chairman, what can we do?
Mr Banda 4:53 p.m.
Mr Speaker, let me make an attempt and see if -- “for classifying companies as large, medium or small to grant waivers, exemptions and other related matters under this Act”.
Mr Speaker 4:53 p.m.
You see, the matter need not relate to “exemptions” and that was what the Hon Chireh clearly captured. So, we will go from the big to the small; and in the big, we talk about the application of its supervisory powers generally and then we can say, including “waivers and exemptions”.
Hon Chireh, I trust you can help us at this stage.
Mr Chireh 4:53 p.m.
Mr Speaker, if it says;
“for classifying companies as large, medium or small for purposes of determining
(a)Publications in a bulletin --''
Now, use the amendment that he is proposing which goes, “for payment to grant waivers and to make payments under this Act”.
Mr Speaker 4:53 p.m.
Hon Chireh, all those will be part of its supervisory powers.
Mr Chireh 4:53 p.m.
Yes.
Mr Speaker 4:53 p.m.
So if we put “supervisory powers” as in, “for the application of its supervisory powers” which will include, “including” - then we are covered by the sui generis rule.
Mr Chireh 4:53 p.m.
Mr Speaker, I think the way you have captured it in terms of “supervisory powers including” then we can list the things that are under this one.
Mr Speaker 4:53 p.m.
Hon Chairman, as you have agreed to that I will put the Question.
Mr Kyei-Mensah-Bonsu 4:53 p.m.
Mr Speaker, as has been pointed out to us by the Hon Member for Wa West, clause 364 is intended to do three main things, that is, the payment to the Registrar of moneys for the
publication of matters required by this Act to be published in the Companies Bulletin. That is one.
Mr Speaker, the second one is for the payment of administrative and other penalties for offences committed. The third one is the grant of waivers and exemptions. You cannot deal with the first one in (a), subclause (2) (a) provides for the first one --
Mr Speaker 4:53 p.m.
Shall we include “recite all”.
Mr Kyei-Mensah-Bonsu 4:53 p.m.
Mr Speaker, so I am saying that we could say that the Regulation will provide:
“for classifying companies as large, medium or small to
(a) for payment of administra- tive and other penalties
(b) the grant of waivers and exemptions
(c) the payment to the Registrar of moneys for publication of matters required under this Act to be published in the Companies Gazette”.
Mr Speaker, so, we have these three --
Question put and amendment agreed to.
Mr Speaker 4:53 p.m.
That is exactly what it will be, to “recite all”.
Mr Kyei-Mensah-Bonsu 4:53 p.m.
Mr Speaker, precisely.
Question put and amendment agreed to.
Mr Banda 4:53 p.m.
Mr Speaker, I beg to move, clause 364 subclause(2), paragraph(e), line 2, delete “financial statement “ and insert “ statement of financial position”.
Question put amendment agreed to.
Mr Banda 4:53 p.m.
Mr Speaker, I beg to move, clause 364 subcluase(2), add the following paragraph:
“(g) to prescribe threshold for the effective application of section 356 of this Act”.
Question put and amendment agreed to.
Mr Iddrisu 5:03 p.m.
Mr Speaker, a minor issue -- I note that in many provisions, as has been our practice, normally clause 364(1) would read:
“the Minister may on the advice of the Board or in consultation with the Board …”
I do not see that in the rendition of clause 364(1) even though I see it in 364 (3) where it says:
“…the Minister may on the advice of the Board …”
Mr Speaker 5:03 p.m.
Hon Chairman.
Mr Banda 5:03 p.m.
Mr Speaker, we could insert it for the sake of consistency.
Mr Speaker 5:03 p.m.
Then, in effect, that is a further amendment.
Question put and amendment agreed to.
Clause 364 as amended ordered to stand part of the Bill.
New Clause -- Mergers
Mr Banda 5:03 p.m.
Mr Speaker, I beg to move, new clause, add the following new clause before clause 241:
(1) Section 242 to 257 do not apply where a company, in respect of which an arrangement or compromise is proposed, is being wound up.
(2) Two or more companies referred to in section 242 to 257 as “the merging company” may be parties to
a merger as defined in this Act and continue as one company.
(3) In section 242 to 257, a reference to a “merging company” is
(a) In relation to a merger by absorption, to the transferor and transferee companies; and
(b) In relation to a merger by formation of a new company, to the transferor company;”
So, in effect, this new clause should be inserted immediately after clause
240.
Mr Speaker 5:03 p.m.
We understand clearly.
Hon Members, first of all, we would adopt the proposed new clause and then place it before clause 241 which is immediately after clause 240.
Question put and amendment agreed to.
New clause ordered to stand part of the Bill.
New Clause -- Merger proposal
Mr Banda 5:03 p.m.
Mr Speaker, I beg to move, new clause, add the following new clause after the preceding new clause:
“Merger proposal
(1) A merger proposal shall set out the terms of the scheme and provide at least for the following:
(a) in respect of each transferor company and the transferee company,
(i) the name of the company,
(ii) the address of the registered office of the company, and
(iii) the type of company;
(b) the number of shares in the transferee company to be allotted to members of a transferor company for a given number of their shares referred to as the “share exchange ratio”;
(c) the amount of any cash payment;
(d) the terms relating to the allotment of shares in the transferee company;
(e) the date from which the holding of shares in the transferee company will entitle the holders to participate in profits, and any special conditions affecting that entitlement;
(f) the date from which the transactions of a transferor company are to be treated for accounting purposes as being those of the transferee company;
(g) any rights or restrictions attaching to shares or other securities in the transferee company to be allotted under the scheme to the holders of shares or other securities in a transferor company to which any special rights or restrictions attach, or the measures proposed concerning them;
(h) the name of the transferee company where it is the same as the name of one of the merging companies;
(i) the full name and residential address of each director and the secretary of the transferee company;
(j) the address for service of the transferee company;
(k) the shareholding structure of the transferee company, specifying the
(i) number of authorised shares of the company; and
(ii) rights, privileges, limita- tions, and conditions attached to each share of the company;
Mr Banda 5:03 p.m.
Mr Speaker, I beg to move, new clause, add the following new clause after the preceding new clause:
“Approval of merger proposal
(1) The directors of each of the merging companies shall resolve that
(a) in their opinion, the merger is in the best interest of the company; and
(b) the directors are satisfied on reasonable grounds that the transferee company shall be solvent immediately after the merger becomes effective.
(2) The directors who vote in favour of a resolution under
subsection (1) shall sign a certificate stating
(a) that, in their opinion, the conditions set out in that subsection have been satisfied; and
(b) the grounds for the opinion of the directors.
(3) The directors of each of the merging companies shall send to each member of the transferor company, not less than twenty-eight days before the merger is proposed to take effect,
(a) a copy of the merger proposal;
(b) copies of the certificates given by the directors of each transferor company;
(c) a summary of the principal provisions of the constitution of the transferee company, if any;
(d) a statement that a copy of the constitution of the transferee company shall be supplied to any member of the company upon request;
(e) a statement setting out the rights of members pursuant to the merger including the number of shares in the transferee company to be allotted to members of a transferor company for a given number of their shares and the amount of any cash payment;
(f) a statement of any material interest of the directors in the proposal, whether in that capacity or otherwise; and
(g) any other information and explanation that may be necessary to enable a member of the company to understand the nature and implications for the transferor company and its members of the proposed merger.
(4) The directors of each transferor company shall, not less than twenty-eight days before the merger is proposed to take effect,
(a) send a copy of the merger proposal to every secured creditor of the company; and
(b) give public notice of the proposed merger, including a statement that
(i) copies of the merger proposal are available, at the registered offices of the merging companies and at any other place as may be specified during normal business hours, for inspection by a member or creditor of a merging company or any other person to whom a merging company owes that obligation; and
(ii) a member or creditor of a transferor company or any other person to whom a merging company owes an

obligation to supply a copy of the merger proposal, is entitled to be supplied, free of charge, with a copy of the merger proposal upon request to a merging company.

(5) The merger proposal shall be approved by a majority in number, representing seventy-five percent in value, of each class of

(a) members of each of the merging companies, present and voting either in person or by proxy at a meeting;

(b) creditors of each of the merging companies; and

(c) members or an interest group where the merger proposal or the constitution of a transferor company, requires the approval of that class of members or interest group.”

Mr Speaker, it should follow item numbered (lvi).

Question put and amendment agreed to.

New clause ordered to stand part of the Bill.

New clause -- Short form merger
Mr Banda 5:03 p.m.
Mr Speaker, I beg to move, new clause, add the following new clause after the preceding new clause:
“Short form merger
(1) A company and one or more other companies that are directly or indirectly wholly owned by the company may merge and continue as one company without complying with section 242 or 244 where
(a) the merger is approved by a resolution of the directors of each of the merging companies; and
(b) each resolution provides that the
(i) shares of each merging company, other than the transferee company, shall be cancelled without payment or other consideration;
(ii) constitution of the transferee company, shall be the same as the constitution of the transferor company; and
(iii) directors of each of the merging companies are satisfied on reasonable grounds that the transferee company shall be solvent, immediately after the merger becomes effective.
(2) Two or more companies, each of which is directly or indirectly wholly owned by the same company, may merge and continue as one company without complying with section 242 or 244 where
(a) the merger is approved by a resolution of the directors of each of the merging companies; and
(b) each resolution provides that
(i) the shares of all but one of the merging companies shall be cancelled without payment or other consideration;
(ii) the constitution of the transferee company, shall be the same as the constitution of the merging company whose shares are not cancelled; and
(iii) the directors are satisfied on reasonable grounds that the transferee company shall, immediately after the merger becomes effective, satisfy the solvency test.
(3) The directors of each of the merging companies shall, not less than twenty-eight days before the merger is proposed to take effect, give written notice of the proposed merger to every secured creditor of the company
(4) The resolutions approving a merger under this section, taken together, shall be deemed to constitute a merger proposal that has been approved
(5) The directors who vote in favour of a resolution under subsection (1) or (2), as the case may be, shall sign a certificate stating
(a) that, in their opinion, the conditions set out in subsection (1) or (2) are satisfied; and
(b) the grounds for the opinion of the directors.
(6) A director who fails to comply with subsection (5) is liable to pay to the Registrar an administrative penalty of three hundred and fifty penalty units.”
Mr Speaker, it should follow item numbered (lvii).
Question put and amendment agreed to.
New clause ordered to stand part of the Bill.
New clause -- Registration of merger proposal
Mr Banda 5:03 p.m.
Mr Speaker, I beg to move, new clause, add the following new clause after the preceding new clause:
“Registration of merger proposal
For the purpose of effecting a merger, the following documents shall be delivered to the Registrar for registration:
Mr Banda 5:03 p.m.


(a) the approved merger pro- posal;

(b) any certificate required under subsection (2) of section 244 or subsection (5) of section

245;

(c) a certificate signed by the directors of each transferor company stating that the merger has been approved in accordance with this Act and the constitution of the company, if any;

(d) where the transferee company is a new company or the merger proposal provides for a change of the name of the transferee company, a copy of the notice reserving the name, if any, of the company;

(e) a certificate signed by the directors, or proposed directors of the transferee company stating that, where the proportion of the claims of creditors of the transferee company in relation to the value of the assets of the company is greater than the proportion of the claims of creditors of a transferor company in relation to the value of the assets of that transferor company, no creditor shall be prejudiced by that fact;

(f) a document in the prescribed form signed by each of the persons named in the merger proposal as a director or secretary of the transferee company consenting to act as a director or secretary of the company, as the case may be; and

(g) a report regarding the fairness of the merger and issued by an insolvency practitioner appointed by each company unless dispensed with under section

248.”

Mr Speaker, it should follow item numbered (lviii).

Question put and amendment agreed to.

New clause ordered to stand part of the Bill.

New clause -- Approval of constitution of transferee company formed from a merger
Mr Banda 5:03 p.m.
Mr Speaker, I beg to move, new clause, add the following new clause after the preceding new clause:
“Approval of constitution of transferee company formed from a merger
A transferor company shall approve by ordinary reso resolution, the constitution or draft constitution of a transferee company that is a new company.
Mr Speaker, it should follow item numbered (lix).
Question put and amendment agreed to.
New clause ordered to stand part of the Bill.
New clause -- Exemption from publication of reports and other requirements of law
Mr Banda 5:13 p.m.
Mr Speaker, I beg to move, new clause, add the following new clause after the preceding new clause:
“Exemption from publication of report and other requirement of law
(1) the court may, on the application of a merging company, a member of a merging company or a creditor of a merging company, exempt that merging company from the publication of the report, issued by an insolvency practitioner pursuant to paragraph(g) of section 246, or any other requirement under this Act if the court considers it appropriate.
(2) Despite subsection (1), the requirement for a report issued by an insolvency practitioner may be dispensed
with only if the merging companies agree in writing to the dispensation”.
Question put and amendment agreed to.
New clause as amended ordered to stand part of the Bill.
Mr Banda 5:13 p.m.
Mr Speaker, I beg to move, new clause, add the following new clause after the preceding new clause:
“Certification of merger
(1) The registrar shall, within seven days from the date of receipt of the document referred to under section 246.
(a) In the case of a merger by absorption, issue a certificate of merger; or
(b) In the case of a merger by formation of a new company,
(i) Enter the particulars of the transferee company in the register; and
(ii) Issue a certificate of merger together with a certificate of incorpora- tion.
(2) Where a merger proposed specifies a date on which the merger is intended to become effective, and that date is same as or later than the date on which the Registrar receives the documents, the certificate of
Mr Banda 5:13 p.m.
Mr Speaker, I beg to move, new clause, add the following new clause after the preceding new clause:
“Effect of certificate of merger
(1) A merger shall be effective on the date shown in the certificate of merger.
(2) Where the name of the transferee company is the same as one of the merging companies, the transferee company shall have the name specified in the merger proposal.
(3) Subject to subsection (4) and (5), the Registrar shall dissolve, without winding up, the merging companies other than the transferee company retained under subsection (2).
(4) The property, rights, powers, and privileges of each merging companies which have been dissolved under
subsection (3), shall continue to be the property, right, powers, and privileges of the transferee company.
(5) The transferee company shall continue to be liable for the liabilities and obligation of each of the merging companies and a proceeding instituted by or against a transferor company shall be continued by or against the transferee company.
(6) A conviction, ruling, order, or judgment in favour of or against a transferor company may be enforced by or against the transferee company.
(7) A provision of the merger proposal that provides for the conversion of the shares or rights of members in the merging companies shall have effect in accordance with the tenor of the merger proposal.”
Question put and amendment agreed to.
New clause ordered to stand part of the Bill.
Mr Banda 5:13 p.m.
Mr Speaker, I beg to move, new clause, add the following new clause after the preceding new clause:
“Registers
(1) Subject to this section, where a merger becomes effective,
the Registrar or any other person charged with the keeping of books or registers shall not be obliged, solely by reason of the merger becoming effective, to change the name of a transferor company to that of a transferee company in the books or registers or any other document kept by the Registrar or any other authorised institution.
(2) Subject to subsection (3), the presentation to the Registrar or any other person charged with the keeping of a book or register, of any instrument, whether or not comprising an instrument of transfer, by the transferee company
(a) executed or purporting to be executed by the transferee company;
(b) relating to any property held immediately before the merger by a transferor company; and
(c) stating that that property has become the property of the transferee company by virtue of this Part and producing the relevant certificate of merger issued under section 249,
shall, in the absence of evidence to the contrary, be sufficient evidence that the
property has become the property of the transferee company.
(3) Despite any other enactment or the provisions of any instrument, where a security issued by a person or any rights or interests accrued in respect of a property of any person has, by virtue of this Part, become the property of a transferee company, that person shall,
(a) on presentation of a certificate signed by the chairperson and secretary on behalf of the directors of the transferee company, and
(b) on the authority of a resolution of the directors of the transferee company stating that that security or any such rights or interests have, by virtue of this Part, become the property of the transferee company,
register the transferee company as the holder of that security or as the person entitled to the rights or interests, as the case may be.”
Question put and amendment agreed to.
New clause ordered to stand part of the Bill.
Mr Banda 5:13 p.m.
Mr Speaker, I beg to move, new clause, add the following new clause after the preceding new clause:
“Power of a court in respect of a merger proposal
(1) Where the court is satisfied that giving effect to a merger proposal would unfairly prejudice a member or creditor of a transferor company or any other person to whom a transferor company owes an obligation, the court may, on the application of that person, make an order
(a) Directing that effect shall not be given to the proposal,
(b) Modifying the proposal in a manner as may be specified in the order,
(c) Directing the company or its directors to reconsider the proposal or any part of it, and
(d) In relation to the proposal that the court considers fit, at any time before the date on which the merger becomes effective.
(2) The court may make an order under subsection (1) on the conditions that the Court considers appropriate”.
Question put and amendment agreed to.
New clause ordered to stand part of the Bill.
Mr Banda 5:13 p.m.
Mr Speaker, I beg to move, new clause, add the following new clause after the preceding new clause:
“Divisions
A reference in this part to a company involved in a division, is to the transferor company and any existing transferee company”.
Question put and amendment agreed to.
New clause ordered to stand part of the Bill.
Mr Banda 5:13 p.m.
Mr Speaker, I beg to move, new clause add the following new clause after the preceding new clause:
“Modification of sections 240 and 242 to 252 in relation to a company involved in a division.
Section 240 and sections 242 to 252 shall apply to a company involved in a division with the necessary modification unless otherwise stated in this Act.''
Question put and amendment agreed to.
New clause ordered to stand part of the Bill.
Mr Banda 5:13 p.m.
Mr Speaker, I beg to move, new clause, add the following new clause after the preceding new clause:
“Liability of transferee companies formed from a division
(1) Subject to this section, where a company is involved in a division, each transferee company is jointly and severally liable for any liability transferred to any other transferee company under the scheme to the extent that the other company has defaulted in satisfying that liability.
(2) If a majority in number representing seventy-five per cent in value of the creditors or any class of creditors of the transferor company, present and voting either in person or by proxy, at a meeting summoned for the purposes of agreeing to the scheme, agrees to the scheme, subsection (1) does not apply in relation to the liabilities owed to the creditors or that class of creditors.
(3) A transferee company is not liable under this section for an amount greater than the net value transferred to that transferee company under the scheme.
(4) For the purposes of this section, “net value transferred” means the value at the time of
the transfer of the property transferred to a transferee company under the scheme less the amount at the date of transfer of the liabilities.”
Question put and amendment agreed to.
New clause ordered to stand part of the Bill.
Mr Banda 5:13 p.m.
Mr Speaker, I beg to move, new clause, add the following new clause after the preceding new clause:
“Powers of Court for facilitating arrangements, compromises, mergers and divisions
(1) Despite any provision of this Act or the constitution of a company, the Court may,
(a) on the application of a company, or
(b) with leave of the Court, a member or creditor of a company, order that an arrangement, compromise, merger or division shall be binding on the company, and on any other person or classes of persons as the Court may specify and any such order may be made on the terms and conditions that the Court considers appropriate.
(2) Before making an order under subsection (1), the Court may,
Mr Banda 5:13 p.m.
Mr Speaker, I beg to move, new clause, add the following new clause after the preceding new clause:
“Additional orders of Court
(1)The Court may, for the purpose of giving effect to any arrangement, compromise, merger or division under sections 253 to 257 or by any subsequent order, provide for, and prescribe the terms and conditions relating to
(a) the vesting of real property, personal property or assets;
(b) the transfer of rights, powers, interests, liabilities, contracts, or engagements;
(c) the issue of shares, securities, or policies of any kind;
(d) the continuation of legal proceedings;
(e) the dissolution, without winding up, of a transferor company;
(f) the provisions to be made for persons who
(i) voted against the arrange- ment, compromise, merger or division at any meeting called in accordance with an order made under this Act; or
(ii) appeared before the Court in opposition to the application to approve the arrangement, compromise, merger or division; and
(g) any other matters that are necessary or desirable to give effect to the arrangement, compromise, merger or division.
(2) The directors of a company concerned shall, within fourteen days of an order being made by the Court, ensure that a copy of the order is filed with the Registrar for registration.
(3) Where a company defaults in complying with subsection (2), the company and every officer of the company that is in default are liable to pay to the Registrar, an administrative penalty of ten penalty units for each day during which the default continues.”
Question put and amendment agreed to.
New clause ordered to stand part of the Bill.
Mr Banda 5:13 p.m.
Mr Speaker, I beg to move, new clause, add the following new clause after the preceding new clause:
“Interpretation
Under the sections relating to “arrangements, compromises, mergers and divisions”, unless the context otherwise requires,
‘‘Liabilities'' includes duties; and
“Property'' includes right and power of every description”.
Question put and amendment agreed to.
New clause ordered to stand part of the Bill.
Mr Banda 5:13 p.m.
Mr Speaker, I beg to move, new clause, add the following new clause after clause 364:
(1) The Registrar of Companies may issue directives and guidelines to give full effect to the provisions of the Act.
(2) The guidelines shall be publish in the Companies Bulletin and any daily newspaper of national circulation.”
Question put and amendment agreed to.
New clause ordered to stand part of the Bill.
Mr Banda 5:13 p.m.
Mr Speaker, I beg to move, First Schedule, Interpretation of “arrangement”, delete and insert the following:
“arrangement' includes a reorganisation of the authorised shares of a company by the
(a) Consolidation of shares of different classes;
(b) Division of shares into share of different classes; or
(c) Combination of the methods referred to in paragraphs (a) and (b)”.
Question put and amendment agreed to.
New clause ordered to stand part of the Bill.
First Schedule -- Definitions
Mr Banda 5:13 p.m.
Mr Speaker, I beg to move, First Schedule, Interpretation of “body corporate”, line 3, delete “body” and insert “office”.
Question put and amendment agreed to.
Mr Banda 5:13 p.m.
Mr Speaker, I beg to move, First Schedule, interpretation of “charge”, line 5, delete “secretary of the company” and insert “Company Secretary”.
Question put and amendment agreed to.
Mr Banda 5:13 p.m.
Mr Speaker, I beg to move, First Schedule, interpretation of “creditor voluntary winding up” delete.
Question put and amendment agreed to.
Mr Banda 5:13 p.m.
Mr Speaker, I beg to move, First Schedule, add the following new interpretation:
“compromise' means an arrangement between a company and its creditors including
(a) Cancelling all or part of a debt of the company;
(b) Varying the
(i) rights of creditors; or
(ii) terms of a debt of the company; and
(c) relating to an alteration of the constitution of the company, that affects the ability of the company to pay a debt of the company”.
Question put and amendment agreed to.
Mr Banda 5:13 p.m.
Mr Speaker, I beg to move, First Schedule, add the following new interpretation:
“derivation actions” has the meaning assigned to it in section
201.
Mr Iddrisu 5:23 a.m.
Mr Speaker, the Hon Chairman has referenced the First Schedule. You have accommodated him to move even new clauses.
By our practice, have we exhausted clause 367 -- Transitional Provisions, clause 368 -- Modifica- tion, and clause 369 -- Commencement before we are doing this? Appropriately, that is how we should navigate on these processes. So, we should bear that in mind because we cannot deal with new clauses when we have not exhausted and even then made reference -- It is when the schedule is referred to that this amendment ordinarily should have been made. We cherish the speed, but we would just want to say that we should make sure that we come back to deal with clauses 367, 368 and 369 and then fit into the schedules appropriately.
Mr Speaker 5:23 a.m.
We would come back to deal with them accordingly.
Hon Chairman, you should proceed.
Mr Banda 5:23 a.m.
Mr Speaker, I beg to move, First Schedule, add the following new interpretation:
“ ‘division' means a scheme by which the undertaking, property and liabilities of a company, in respect of which a compromise or an arrangement is proposed,
Mr Speaker 5:23 a.m.
Yes Hon Chairman of the Committee?
Mr Banda 5:23 a.m.
Mr Speaker, I beg to move, First Schedule, interpretation of “financial statement”, delete and insert the following:
“Financial statement in relation to a company includes,
(a) a statement of financial position;
(b) as statement of comprehen- sive income;
(c) a statement of change of equity;
(d) a statement of cash flows; and
(e) a description of significant accounting policies, and explanatory notes to the financial statement of a company prepared in compliance with international
financial reporting standards approved or adopted by the Institute of Chartered Accountants, or any other standards approved or adopted by the Institute;”
Question put and amendment agreed to.
Mr Speaker 5:23 a.m.
Yes, Hon Chairman of the Committee, a further amendment to the First Schedule.
Mr Banda 5:23 a.m.
Mr Speaker, I beg to move, First Schedule, add the following new interpretation:
“ ‘insolvency practitioner' means a person who
(a) acts as a receiver under this Act;
(b) acts as a manager under this Act;
(c) acts as an administrator under this Act;
(d) acts as a trustee in bankruptcy under the Insolvency Act, 2006(Act 708); or
(e) acts as a liquidator in bankruptcy under the Bodies Corporate (Official Liquidation) Act,1963(Act 180) or a statutory modification or re- enactment of that Act; and
(f) Demonstrates proof of a professional indemnity insurance.”
Question put and amendment agreed to.
Mr Speaker 5:23 a.m.
Yes, Hon Chairman of the Committee, a further amendment?
Mr Banda 5:23 a.m.
Mr Speaker, I beg to move, First Schedule, interpretation of “local agent”, delete.
Question put and amendment agreed to.
Mr Banda 5:23 a.m.
Mr Speaker, I beg to move, first schedule, interpretation of “merger' includes
(a) Merger by absorption by which the undertaking, property and liabilities of one or more companies, including the company in respect of which a scheme is proposed , are to be transfers to another existing company; or
(b) Merger by formation of a new company by which the undertaking , property or liabilities of two or more companies, including the
company in respect of which the scheme is proposed, are to be transferred to a new company and the consideration envisaged for the transfer is shares in the transferee company receivable by a member of the transferor company with or without any cash payment to that member ;”
Question put and amendment agreed to.
First Schedule ordered to stand part of the Bill.
Mr Banda 5:23 a.m.
Mr Speaker, I beg to move, First Schedule, add the following new interpretation:
“‘Official trustee' means the registrar of companies;”
Question put and amendment agreed to.
Mr Speaker 5:23 a.m.
Yes, Hon Chairman of the Committee?
Mr Banda 5:23 a.m.
Mr Speaker, I beg to move, First Schedule, interpretation of “politically expressed person”, paragraph (a), subparagraphs (i) and (iii), delete, and insert the following:
Mr Banda 5:23 a.m.
Mr Speaker, I beg to move, First Schedule, add the following new interpretation:
“professional body'' means a professional body registered under the professional Bodies Registration Act, 1973
(N.R.C.D 143).
Question put and amendment agreed to.
Mr Banda 5:23 a.m.
Mr Speaker, I beg to move, First Schedule, add the following new interpretation:
“representative actions' has the meaning assigned to it in section
205;”
Question put and amendment agreed to.
Mr Speaker 5:23 a.m.
Yes, Hon Chairman of the Committee, any other under the First Schedule?
The First Schedule as amended ordered to stand part of the Bill.
Mr Speaker 5:23 a.m.
Hon Members, the Second Schedule.
Second Schedule -- Constitution for a private company limited by shares
Mr Banda 5:23 a.m.
Mr Speaker, I beg to move, Second Schedule, delete the following opening phrase:
“the clauses of this constitution may be adopted”.
Question put and amendment agreed to.
Mr Banda 5:23 a.m.
Mr Speaker, I beg to move, second schedule, transpose the following opening phrase to the end of the Second Schedule:
“ A private company may, in a constitution registered by it, exclude or modify any of the provision of this schedule to the extent permitted by the Act.”
Question put and amendment agreed to.
Mr Banda 5:23 a.m.
Mr Speaker, I beg to move, Second Schedule, clause 5, paragraph (b), line 4, delete “or” and insert “of”.
Question put and amendment agreed to.
Mr Banda 5:23 a.m.
Mr Speaker, I beg to move, Second Schedule, clause 5, paragraph (d), line 2, before “liable”, delete “for each hundred”.
Question put and amendment agreed to.
Mr Speaker 5:23 a.m.
Second Schedule. Yes, Hon Chairman of the Committee?
Mr Banda 5:23 a.m.
Mr Speaker, I beg to move, Second Schedule, clause 9, line 4, and 5, delete “for each hundred”.
Question put and amendment agreed to.
Mr Speaker 5:23 a.m.
Yes, Hon Chairman of the Committee, a further amendment.
Mr Banda 5:23 a.m.
Mr Speaker, I beg to move, Second Schedule, clause 14, lines 4 and 5, “for each hundred” and insert “per cent”.
Question put and amendment agreed to.
Mr Speaker 5:23 a.m.
Yes, Hon Chairman of the Committee?
Mr Banda 5:23 a.m.
Mr Speaker, I beg to move, Second Schedule, clause 25, line 3, delete, “paragraphs 18 and 19” and insert “clauses 18 and 19, of this schedule” and in line 6, delete “paragraph” and insert “clause”.
Question put and amendment agreed to.
Mr Speaker 5:23 a.m.
Yes, Hon Chairman of the Committee, the next item.
Mr Banda 5:23 a.m.
Mr Speaker, I beg to move, Second Schedule, clause 26, subclause (1), line(1) delete, “paragraphs” and insert “clause”.
Question put and amendment agreed to.
Mr Banda 5:23 a.m.
Mr Speaker, I beg to move, Second Schedule, clause 28, line 1 delete, “paragraphs” and insert “clause”.
Question put and amendment agreed to.
Mr Banda 5:23 a.m.
Mr Speaker, I beg to move, Second Schedule, clause 53, line1, delete, “nor” and insert “or”.
Question put and amendment agreed to.
Mr Banda 5:23 a.m.
Mr Speaker, I beg to move, Second Schedule, clause 57, line 1, delete, “be a member of the company or”.
Question put and amendment agreed to.
Second Schedule as amended ordered to stand part of the Bill.
Mr Banda 5:23 a.m.
Mr Speaker, I beg to move, Second Schedule, clause 60, line 1, delete, “present” and insert “resident”.
Question put and amendment agreed to.
Mr Speaker 5:23 a.m.
Yes, Hon Chairman of the Committee?
Mr Banda 5:33 p.m.
Mr Speaker, I beg to move, Second Schedule, clause 64, subclause 2, line (6), delete, “Member” and insert “Members”.
Question put and amendment agreed to.
Mr Banda 5:33 p.m.
Mr Speaker, I beg to move, Second Schedule, clause 71, headnote, at beginning, insert “company”.
Question put and amendment agreed to.
Mr Banda 5:33 p.m.
Mr Speaker, I beg to move, Second Schedule, clause 71, lines 1, 3, and 4, before each occurrence of “secretary” insert “company”.
Question put and amendment agreed to.
Mr Banda 5:33 p.m.
Mr Speaker, I beg to move, Second Schedule, clause 73 , subclause (1), line 8, delete “it” and insert “the board of directors”.
Question put and amendment agreed to.
Second Schedule as amended ordered to stand part of the Bill.
Third Schedule -- Constitution for a Private Company Limited by Shares
Mr Banda 5:33 p.m.
Mr Speaker, I beg to move, Third Schedule, clause 4, paragraph(d), line 2, before “liable” delete “are” .
Question put and amendment agreed to.
Mr Banda 5:33 p.m.
Mr Speaker, I beg to move, Third Schedule, clause 8, lines 4 and 5 delete “for each hundred” and “insert “per cent”.
Question put and amendment agreed to.
Mr Banda 5:33 p.m.
Mr Speaker, I beg to move, Third Schedule, clause 13, lines 4 and 5, delete “for each hundred” and insert “per cent”.
Question put and amendment agreed to.
Mr Banda 5:33 p.m.
Mr Speaker, I beg to move, Third Schedule, clause 16, line 7, “for each hundred” and “insert “per cent”.
Question put and amendment agreed to.
Mr Banda 5:33 p.m.
Mr Speaker, I beg to move, Third Schedule, clause 22, line 2, delete “ secretary of a company” and insert “company secretary”.
Question put and amendment agreed to.
Mr Banda 5:33 p.m.
Mr Speaker, I beg to move, Third Schedule, clause 32, paragraph(a), line 2, at end, insert “and”.
Question put and amendment agreed to.
Mr Banda 5:33 p.m.
Mr Speaker, I beg to move, Third Schedule, clause 36, subclause(1), line 5, before “person” delete “the” and insert “a” and before “address” delete “the” and insert “an”.
Question put and amendment agreed to.
Mr Banda 5:33 p.m.
Mr Speaker, I beg to move, Third Schedule, clause 40, line 1, delete “proper books of accounts” and insert “accounting records”
Question put and amendment agreed to.
Mr Banda 5:33 p.m.
Mr Speaker, I beg to move, Third Schedule, clause 48, subclause (2), line 11, delete “19” and insert “20”.
Question put and amendment agreed to.
Mr Banda 5:33 p.m.
Mr Speaker, I beg to move, Third Schedule, clause 55, line 1, delete “nor” and insert “ or”.
Question put and amendment agreed to.
Mr Banda 5:33 p.m.
Mr Speaker, I beg to move, Third Schedule, clause 62, line 1, delete “present” and insert “resident”.
Question put and amendment agreed to.
Mr Banda 5:33 p.m.
Mr Speaker, I beg to move, Third Schedule, clause 73 lines 1 and 3, delete each occurrence of “secretary” and insert “company secretary”.
Question put and amendment agreed to.
Mr Banda 5:33 p.m.
Mr Speaker, I beg to move, Third Schedule, clause 74 subclause (2) line 2, delete each occurrence of “secretary” and insert “company secretary”.
Question put and amendment agreed to.
Third Schedule as amended ordered to stand part of the Bill.
Fourth Schedule -- Constitution of a Company Limited by Guarantee
Mr Banda 5:33 p.m.
Mr Speaker, I beg to move, Fourth Schedule, clause 3, subclause (2), opening phrase , after “are”, add “by way of illustration only”.
Question put and amendment agreed to.
Mr Banda 5:33 p.m.
Mr Speaker, I beg to move, Fourth Schedule, clause 11, add the following new subclause :
“(#) The ordinary members of the society may by an ordinary resolution passed at a general meeting remove from office any member of the Council.
(#) The council may by a resolution passed at a meeting of the council remove any member of the Society”.
Question put and amendment agreed to.
Mr Banda 5:33 p.m.
Mr Speaker, I beg to move, Fourth Schedule, clause 13, line 1, delete “proper books of account” and insert accounting records”.
Question put and amendment agreed to.
Mr Banda 5:33 p.m.
Mr Speaker, I beg to move, Fourth Schedule, clause 17, line 2, delete “paragraph” and insert “clause” and also delete “of the Act” and insert “ to this Act”, and further in line 4, delete “ paragraphs” and insert “ clauses “ and in line 5 , delete “of the Act” and insert “ to this Act”.
Question put and amendment agreed to.
Mr Banda 5:33 p.m.
Mr Speaker, I beg to move, Fourth Schedule , clause 18, line 2, delete “paragraph” and insert “clause” and also delete “of the Act” and insert “to this Act”, and further in line 4, delete “of the Act” and insert “to this Act”.
Question put and amendment agreed to.
Mr Banda 5:33 p.m.
Mr Speaker, I beg to move, Fourth Schedule, clause 20, line 3, delete “paragraph” and insert “clauses” and in line 2, delete “of the Act “ and insert “to this Act”.
Question put and amendment agreed to.
Mr Banda 5:33 p.m.
Mr Speaker, I beg to move, Fourth Schedule, clause 21, subclause (1), line 1 delete “paragraph” and insert “clauses” and in line 2, delete “of the Act” and insert “to this Act”.
Question put and amendment agreed to.
Mr Iddrisu 5:33 p.m.
Mr Speaker, on these matters, the public is following us. I would want to encourage the Hon Chairman to state for the record that many of these amendments were winnowed upon and consensus built. That is why he is able to go with such ease and speed.
Mr Speaker 5:33 p.m.
Thank you very much. It is duly appreciated.
Hon Chairman, please, proceed.
Mr Banda 5:43 p.m.
Mr Speaker, I beg to move, Fourth Schedule, clause 21, subclause (3), line 1 delete “paragraph” and insert “clauses” and also, delete “of the Act” and insert “to this Act”.
Question put and amendment agreed to.
Mr Banda 5:43 p.m.
Mr Speaker, I beg to move, Fourth Schedule, clause 24, line 4, delete “paragraph” and insert “clauses” and also, delete “of the Act” and insert “to this Act”.
Question put and amendment agreed to.
Fourth Schedule as amended ordered to stand part of the Bill.
Fifth Schedule ordered to stand part of the Bill.
Sixth Schedule -- Financial Statements
Mr Banda 5:43 p.m.
Mr Speaker, I beg to move, Sixth Schedule, delete part one and insert the following:
“PART ONE
PROVISIONS AS TO PROFIT 5:43 p.m.
AND LOSS ACCOUNT OR 5:43 p.m.
STATEMENT OF 5:43 p.m.
COMPREHENSIVE INCOME 5:43 p.m.
Mr Banda 5:43 p.m.
Mr Speaker, I beg to move, Sixth Schedule, delete Part Two and insert the following:
PART TWO 5:43 p.m.
PROVISIONS AS TO 5:43 p.m.
STATEMENT OF FINANCIAL 5:43 p.m.
POSITION 5:43 p.m.
Mr Banda 5:43 p.m.
Mr Speaker, I beg to move, Seventh Schedule, delete and insert the following:
“SEVENTH SCHEDULE
(Section 137)
Matters to be Expressly Stated in the Report of the Auditors
1. Whether the auditors have obtained the information and explanations which to the best of their knowledge and belief were necessary for the purposes of their audit.
2. Whether, in the opinion the auditors, proper books of account have been kept by the company, so far as appears from their examination of those books, and proper returns adequate for the purposes of their audit have been received from branches not visited by them.
3. Whether the statement of financial position of the company and unless it is framed as a consolidated profit and loss account or statement of comprehensive income, profit and loss account or statement of comprehensive income dealt with by the report are in agreement with the accounting records and returns.
4. Whether, in the opinion of the auditors and to the best of their information and according to the explanations given them, the accounts give the information required by this Act in the manner so required and give a true and fair view,
(a) in the case of the statement of financial position, of the state of the company's affairs at the end of its financial year, and
(b) in the ease of the profit and loss account or statement of comprehensive income, of the profit or loss for its financial year,
Mr Banda 5:43 p.m.


of the statement of financial position or the profit and loss account or statement of comprehensive income subject to the non-disclosure of any matters, to be indicated in the report, which by virtue of Part Four of the Sixth Schedule to the Act are not required to be disclosed.

5. In the case of a holding company submitting group accounts, whether, in their opinion, the group accounts have been properly prepared in accordance with the Act so as to give a true and fair view of the state of affairs and profit or loss of the company and its subsidiaries dealt with so far as concerns the interests of the company or so as to give a true and fair view of those affairs or of the profit or loss subject to the non-disclosure of any matters, to be indicated in the report, which by virtue of Part Four of the Sixth Schedule to the Act arc not required to be disclosed.

6. Whether they were independent of the company under audit pursuant to section 143 of the Act.”

Question put and amendment agreed to.

Seventh Schedule as amended ordered to stand part of the Bill.

Eighth Schedule -- Procedure for general meetings
Mr Speaker 5:43 p.m.
Eighth Schedule, item numbered (i) on the Order Paper Addendum 2.
Mr Banda 5:43 p.m.
Mr Speaker, I seek your leave to abandon the amendment because it has already been taken care of under the Interpretation Act and this is what we have done so far.
Mr Banda 5:43 p.m.
Mr Speaker, I beg to move, Eighth Schedule, clause 3, paragraph(a), add the following new subparagraph:
“(iii) by sending it to the member or director through electronic means.”
Question put and amendment agreed to.
Mr Banda 5:43 p.m.
Mr Speaker, I beg to move, Eight Schedule, clause 9, paragraph(d), in lines 2, and 5, delete “Schedule” and insert “and Third Schedules”.
Question put and amendment agreed to.
Mr Banda 5:43 p.m.
Mr Speaker, I beg to move, Eighth Schedule, clause 9,
paragraph(e), subparagraph(iii), redraft as follows:
“(iii) by any other means approved by the company, not less than forty-eight hours before the time for holding the meeting or adjourned meeting, or not later than twenty-one days before the meeting or in the case of a poll not less than twenty-four hours before the time appointed for the taking of the poll and in default the instrument of proxy shall not be treated as valid.''
Question put and amendment agreed to.
Mr Iddrisu 5:43 p.m.
Mr Speaker, even though I know that you have put the Question, you are flexible because of the exigencies. In clause 9, did we say “Third Schedule” or “Third Schedules” because I see an “s”? I have a difficulty with the “s”.
Mr Speaker 5:43 p.m.
I direct that the word “schedules” should be “schedule”, in the singular and not in the plural.
Mr Banda 5:43 p.m.
Mr Speaker, we are referring to two Schedules, the Second and Third Schedules, so we have to read it from the provision before you understand what we are talking about.
Mr Speaker 5:43 p.m.
That explains it. Hon Chairman, please proceed.
Mr Iddrisu 5:53 p.m.
Mr Speaker, agree- ably, I have no fundamental objection, except in item numbered (iv), where it is stated, “not less than twenty-four hours”. Does he not want it to rather be “not more than twenty-four hours”? What does “not less than twenty-four” mean — “…not less than twenty-four hours before the time appointed for the taking of the poll and in default the instrument of proxy shall not be treated as valid.” Why are we not capping it at the maximum? “Not less than” could mean an hour, two or three hours. Is that what the Hon Chairman is implying?
Mr Banda 5:53 p.m.
Mr Speaker, we mean that, the minimum should be forty-eight hours. And so it should be not less than forty-eight hours. That is what it means.
Question put and amendment agreed to.
Mr Iddrisu 5:53 p.m.
Mr Speaker, then in respect of item numbered (vi), I thought the Hon Chairman had moved an amendment relating to statutory modification or re-enactment and abandoned it. Is it relevant for this purpose? We just heard him when he first moved it, but he sought to step it down. The same thing is repeated.
Mr Banda 5:53 p.m.
Mr Speaker, I beg to move, eight schedule, clause 9, paragraph (g), line 10, before “copy” insert “notarised”.
Mr Banda 5:53 p.m.


Question put and amendment agreed to.
Mr Banda 5:53 p.m.
Mr Speaker, I beg to withdraw the proposed amendment captured under item numbered (vi).

.

Eighth Schedule ordered to stand

part of the Bill.

Ninth Schedule — Form of Statement In Lieu of Prospectus and Financial Statement and Report to Accompany the Statement
Mr Banda 5:53 p.m.
Mr Speaker, I beg to move, Ninth Schedule, clause 4, line 6, delete “for each hundred” and insert “per cent”.
Question put and amendment agreed to.
Mr Banda 5:53 p.m.
Mr Speaker, I beg to move, Ninth Schedule, clause 12, line 3, after “completed” insert “financial years of the company immediately preceding the date of”.
Question put and amendment agreed to.
Mr Banda 5:53 p.m.
Mr Speaker, I beg to move, Ninth Schedule, clause 13 subclause (1), line 1, at beginning, delete “(1)”, and in line 3, delete “therefore” and insert “therefor”.
Question put and amendment agreed to.
Mr Banda 5:53 p.m.
Mr Speaker, I beg to move, Ninth Schedule, clause 13, subclause (2), at beginning, “(2)” and insert “(a)”.
Question put and amendment agreed to.
Mr Banda 5:53 p.m.
Mr Speaker, I beg to move, Ninth Schedule, clause 13, subclause (3), at beginning, delete “(3)” and insert “(b)”.
Question put and amendment agreed to.
Mr Banda 5:53 p.m.
Mr Speaker, I beg to move, Ninth Schedule, clause 14, line 1, delete “known” and insert “any” and in lines 2 and 3, delete “for each hundred” and insert “per cent”.
Question put and amendment agreed to.
Mr Banda 5:53 p.m.
Mr Speaker, I beg to move, Ninth Schedule, clause 19, subclause (1), line, at beginning, delete “(1)”.
Question put and amendment agreed to.
Mr Banda 5:53 p.m.
Mr Speaker, I beg to move, Ninth Schedule, clause 19, subclause (2), line, at beginning, delete “(2)” and insert “(a)”.
Question put and amendment agreed to.
Mr Banda 5:53 p.m.
Mr Speaker, I beg to move, Ninth Schedule, clause 19, subclause (3), line, at beginning, delete “(2)” and insert “(b)”.
Question put and amendment agreed to.
Mr Banda 5:53 p.m.
Mr Speaker, I beg to move, Ninth Schedule, clause 23, line 3, delete “of” and insert “or”.
Question put and amendment agreed to.
Mr Banda 5:53 p.m.
Mr Speaker, I beg to move, Ninth Schedule, clause 26, line 1, at delete “307” and insert “139”.
Question put and amendment agreed to.
Ninth Schedule as amended ordered to stand part of the Bill.
Tenth Schedule — Contents of prospectus on general invitation
Mr Banda 5:53 p.m.
Mr Speaker, I beg to move, Tenth Schedule, redraft clauses 3, 4, and 5 as follows:
“3. Whether application has been or is being made to a stock exchange for permission to deal in the securities concerned
(a) If so, whether the stock exchange is an approved stock exchanged;
(b) If not, a statement that there will not be a market for the securities and that a holder wishing to dispose of those securities may be unable to do so”.
Question put and amendment agreed to.
Mr Banda 5:53 p.m.
Mr Speaker, I beg to move, Tenth Schedule, clause 6, line 1, delete “occupations” and insert “occupation”.
Question put and amendment agreed to.
Mr Banda 5:53 p.m.
Mr Speaker, I beg to move, Tenth Schedule, clause 7, lines 1 and 2, delete “electronic addresses”.
Question put and amendment agreed to.
Mr Banda 6:03 p.m.
Mr Speaker, I beg to move, Tenth Schedule, clause 7, line 1 and 2, delete “electronic address” and insert “digital and electronic addresses”
Question put and amendment agreed to.
Mr Banda 6:03 p.m.
Mr Speaker, I beg to move, Tenth Schedule, clause 16, subclause (1), line 4, delete “for each hundred” and insert “per cent”.
Question put and amendment agreed to.
Mr Banda 6:03 p.m.
Mr Speaker, I beg to move, Tenth Schedule, clause 31, line 2, before “dividends” delete “and”
Question put and amendment agreed to.
Mr Banda 6:03 p.m.
Mr Speaker, I beg to move, Tenth Schedule, clause 34, line 2, delete “for each hundred” and insert “per cent”.
Question put and amendment agreed to.
Mr Banda 6:03 p.m.
Mr Speaker, I beg to move, Tenth Schedule, clause 43, delete and insert the following:
“Where the prospectus includes a statement purporting to be made by an expert, another statement given by that expert to the effect that the expert has given his or her written consent to the publication of the prospectus and has not withdrawn hat consent and the statement must be included in the form and context in which it is required.”
Question put and amendment agreed to.
Tenth Schedule as amended ordered to stand part of the Bill.
Eleventh Schedule -- Fees payable to the Registrar
Mr Banda 6:03 p.m.
Mr Speaker, I beg to move, Eleventh Schedule, delete.
Question put and amendment agreed to.
Eleventh Schedule ordered to be deleted from the Bill.
Mr Speaker 6:03 p.m.
Hon Members, thank you very much. We will go back to a few clauses that we need to --
Mr Iddrisu 6:03 p.m.
Mr Speaker, while I appreciate that we go back to a few clauses, in the Fourth Schedule, one can appreciate the role that has been played by some very distinguished persons as I have on page 320. Reference to Justice Date-Bah, Dr Tony Oteng Gyasi and others is worth recognising, celebrating and appreciating; but is it part of the Fourth Schedule?
Hon Chairman, I thought Mrs Mavis Amoa, Mrs Jemima Oware, Mrs Naana P. J. Dontoh, Nana Kojo Ohene-Obeng, Mr Felix Ntrakwah, Mr Sal Amegavie, and then our own Professor Philip Bondzi-Simpson -- Yes, it is true. Mr Speaker will recall that at the La Palm Royal Beach Hotel, there was a meeting to engage you and Leadership. They are worth recognising but, for purposes of elegance, I just want to know whether it is part of the Fourth Schedule.
Mr Banda 6:03 p.m.
Mr Speaker, the clause 3, as captured in the Fourth Schedule, is not part of the law. It is “for purposes of illustration only”. So, the Hon Minority Leader would realise that when we got to clause 3(2), this is what we said in the opening phrase of the Fourth Schedule;
Fourth Schedule, clause 3, subsclause(2), opening phrase, after “are” add “by way of illustration only”.
Mr Speaker, it is just for purposes of illustration but not for its inclusion as being part of the law.
Mr Chireh 6:03 p.m.
Mr Speaker, I think that this is not the first time the Companies Bill is -- [Interruption.] Gower came here and did that. I do not think that Gower in the Fourth Schedule has names of individuals as part of the law. If it is for illustration, it would have been at that time in the year 1963 that it will be illustrated but not today. The method by which companies are formed, we all know now. This should not be part of our law; mentioning individuals in the law for what reason? For illustration? So, if that is the case, why do we not just put the name of anybody except those who appear to be consultants and duly recognised for the role they played?
So, I believe that as a law-making body, we should not have the names of living persons in our legislation at all and we all know how we can register companies.
So, I propose that we delete the clauses 2 and 3 altogether.
Mr Banda 6:03 p.m.
Mr Speaker, I think that leaving it there will not derogate from the essence and the substance of the Fourth Schedule.
Mr Speaker 6:03 p.m.
Is that the practice, to be acknowledging individuals in our laws? If you take the British Act, will you find that?
Mr Ahiafor 6:13 p.m.
Mr Speaker, thank you for giving me the opportunity. I would want to urge the Hon Chairman to agree with Hon Chireh that clauses 2 and 3 of the Fourth Schedule be deleted. This would have been the first time in the history of this particular country that we will be making a law and putting such illustrations in it.
We do not have any precedent and there is no legal basis for having this particular provision in this particular law. We cannot legislate this so I support the proposed amendment by Hon Chireh that --
Mr Speaker 6:13 p.m.
Hon Chireh, please state your amendment properly and let us proceed.
Mr Chireh 6:13 p.m.
Mr Speaker, on page 320, an amendment was made on clause (2); to say an illustration was made and some names were listed. Mr Speaker, I propose that we delete clauses 2 and 3 because we do not need any illustration in our law, particularly, the mentioning of names of people. We are no longer in the 1960s where names of people were mentioned or during military regimes where -
Mr Speaker 6:13 p.m.
Hon Chireh, it is well taken.
I will put the Question.
rose
Mr Speaker 6:13 p.m.
Hon Chairman.
Mr Banda 6:13 p.m.
Mr Speaker, I think that it is not for nothing that this provision was incorporated. We are dealing with a prototype of a constitution of a company limited by guarantee. Mr Speaker, it is purposed to guide promoters of a company limited by guarantee. The fact that this provision is here does not mean that they must adopt everything that is here, and that is why we have a registered constitution of a company and a default constitution of a company. This is a prototype of a default constitution of a company, so that any promoter who may not be interested in adopting a registered constitution and may want to adopt a default constitution could use this as a guide. For instance, clause 2 says:
“Pursuant to section 18 of this Act, the Society has the powers of a natural person and of full capacity.”
Mr Speaker, this is what the Fourth Schedule says -- that if a person wants to adopt a default constitution, then this is the language that must be adopted. Unlike the same way, clause 3 says that “the board of directors of the Society shall be known as the Council.” Mr Speaker, what this means is that if a default constitution must be adopted, then this is the language that must be adopted.
Mr Speaker, so the fact that these names are here does not necessarily mean that we must adopt these names. It is for purposes of guidance only, so I would insist that we leave it in the Schedule.
In any case, in this current Bill, there are a lot of amendments that we have incorporated. We are moving away from antiquity to modernity and so, I would want to plead that to the extent that this is not infringing on any law -- the fact that a practice has been adopted for long does not mean that we cannot depart from that practice. In this House, there are a lot of practices that were adopted, but we have moved away from them.
Mr Speaker, this is a novelty and it is good.
Mr Speaker 6:13 p.m.
This novelty emanates from best practice elsewhere, so it is worthy of emulation.
Mr Banda 6:13 p.m.
Mr Speaker, most of the provisions of this Companies Bill, 2018, were taken from the Company Laws of New Zealand, Australia and other established jurisdictions.
Mr Speaker 6:13 p.m.
Please, be specific, because I am not talking about the general. With reference to what Hon Chireh has said, tell us the best practice that would justify it.
Mr Banda 6:13 p.m.
Mr Speaker, the best practice is what I have referred to -- New Zealand is a best practice; Mauritius is a best practice and Australia is a best practice. [Interruption.]
Mr Speaker, so I would urge -- otherwise, the proposal that we should delete clauses 2 and 3 completely would throw the prototype of the default constitution out of gear. Those provisions must be in and not deleted.
Mr Speaker 6:13 p.m.
Hon Chireh.
Mr Chireh 6:13 p.m.
Mr Speaker, the Hon Chairman attended a drafting course and he is saying that we are antiquated. Perhaps, he is referring to me and the Hon Majority Leader.
Mr Speaker, but the important point to make is that this could be “Kofi”, “Ama”, “Amegavi” or some other names but we cannot -- Mr Speaker, unless we are making this law to recognise the contribution of these people, then any name could be there. But this is where we could say that “a”, “b”, “c”, “x” or “y” and they would represent names or names of companies.
Mr Speaker, did he get the permission from these people to put their names in the law and in what context? How could this be an illustration? Are they the illustration of Ghanaians? Mr Speaker, no.
The point I am making is that there is no law that would have illustrations and names of people in there. It cannot be. It is a laughable thing that he is talking about. Mr Speaker, he should cite the Australian example where they mentioned Gregory or William. We do not need names here; but he could say “x” or “y” and we would know that they represent human beings who would register companies.
Mr Speaker 6:13 p.m.
Hon Chairman, one of the problems that we had with the 1960 Constitution, which was the first Republican Constitution, was that it went ahead and mentioned individual names and gave individual powers as President and for those powers to die
with him alone. Why do we want to personalise names in our law? The reason I asked for the best practice is that, does the best practice in England, at least, mention individual names?
Hon Chairman, we are now moving in the territory of principle.
Mr Banda 6:13 p.m.
Mr Speaker, the original Act 179 has names in it and the Criminal Offences Act has names in it. Mr Speaker, Hon Chireh has now departed from his original position. What he said originally was that we should delete clauses 2 and 3. Mr Speaker, that is what he said.
Mr Speaker 6:13 p.m.
Hon Chairman, let us leave aside the deletion of clauses 2 and 3. Does this Honourable House want this personalisation in our laws and bring in individual names? We are a House and we must decide on this as a matter of principle. I have given you the example of the 1960 Constitution and it was decried from mentioning one human being in a Constitution and so on. Let us restrict ourselves to just that.
Hon Minority Leader.
Mr Iddrisu 6:23 p.m.
Mr Speaker, I raised the issue relative to the Fourth Schedule and I am guided by your advice to the Hon Chairman.
Mr Speaker, particularly so, as you have demonstrated interest in getting a good law passed to serve the people of Ghana.

Even sitting at this hour, you deserve a mention. The Hon Chairman deserves a mention. Those who have so religiously participated in these processes -- so it is the principle.

I think what we should have done was that during the Second Reading, the Hon Chairman, in leading the debate, should have recognised the tremendous contribution of these individuals for the record; but to make it part of a legislation, we must be careful.

We are not setting precedent that, tomorrow, if a Vigilantism Bill passes, anybody who participated or played a role would say we should put in his or her name, and if tomorrow there is another legislation, perhaps, on banking crises, someone would say we should put in his or her name.

Mr Speaker, I would not depart from recognising the role that the learned Professor Justice S.K. Date- Bah and others, particularly Mr Felix Addo and others -- we appreciate their role. Mrs Mavis Amoah -- any person who has done professional drafting would give her a thumbs up for her professionalism and appreciation of the issues.

Mr Speaker, I am sure when it comes to the feminine world, beyond your good friend of blessed memory, Justice V.C.R.A.C. Crabbe, she would represent them.

So we raised it because when the Hon Chairman was moving through the Schedules, we allowed him with

ease, but we are following, and in the Fourth Schedule, clause 3, he is contradicting himself. Even in his own amendment, he said it was for some other purpose, not what he was articulating on the Floor. He said it was for illustration purposes.

Mr Speaker, I cannot agree more with you that this House should shy away from personalising legislation and recognising individuals. What we can do is that, maybe, tomorrow we would seek Mr Speaker's leave during the Third Reading for the Hon Minister to pay tribute to these individual contributions.

Mr Speaker, I boarded a flight with Justice Date-Bah, and I appreciated the fact that he had to travel to Koforidua to take part in the Winnowing before even accepting to go on the foreign trip. That sacrifice is well recognised.

Mr Speaker, we know that even beyond the passage of this Bill, you are already engaged with Mr Felix Addo and others about an ancillary legislation to strengthen this legislation. Must you be mentioned in it?

So the Hon Chairman should not let us personalise as Mr Speaker has guided. Mine was just that we should clean it up, because I saw names in it like honorary membership and others. He can deal with it; but it is not neater to have it done, and it does not serve our purposes into the future.

Thank you, Mr Speaker.
Mr Speaker 6:23 p.m.
Indeed, recognition can be given not only at the Second Reading. At the end of it, this Honourable House can duly acknowledge the works of certain Ghanaians for the record if we so think, but as for laws and personalisation, we have long passed that stage in the 1969 Constitution.
We are moving forward in our constitutional development and as a people. Hon Chairman, do you appreciate the situation?
Mr Banda 6:23 p.m.
Mr Speaker, that is so. I therefore propose an amendment to the clause 3 of the Fourth Schedule captured at page 320, by the deletion of the names and insertion after subclause (2), “names of the first members”, just to indicate that that portion must contain names of the first members, but all the names captured under subclause (2) be deleted.
Question put and amendment agreed to.
Clause 3 of the Fourth Schedule as amended ordered to stand part of the Bill.
Mr Banda 6:23 p.m.
Mr Speaker, there is one proposed amendment that was not attended to under Addendum 2, of the Order Paper, page 5, that is item numbered (xxvi).
Mr Speaker, I beg to move, delete, “income surplus” wherever it appears in the Bill and insert “retained earnings” unless the context otherwise determines.
Mr Speaker, the new terminology for “income surplus” is now “retained earnings”.
Question put and amendment agreed to.
The consequential amendment ordered to stand part of the Bill.
Mr Iddrisu 6:23 p.m.
Mr Speaker, if I have your indulgence and leave, I would like the Hon Chairman to note that electronic transactions are not defined in the Schedule which deals with definitions. It is important that he makes room for it.
Mr Speaker 6:23 p.m.
What definition do you propose?
Mr Iddrisu 6:23 p.m.
Mr Speaker, Electronic transactions, I think we dealt with it under section 361, so he should take note of that under the definition Schedule -- the Table Office and draftspersons can deal with it. They can rely on the definition of electronic transactions under Act 772 to guide them.
Mr Speaker, the second one is policy. Government has to take a decision and probably come back. The Attorney-General's Office which should be the supervisory Ministry of this legislation, is normally starved of financial resources, and therefore, if policy supports it, the Ministry of Finance, the Attorney-General and Minister for Justice and the Registrar- General -- when we considered the clause under retention, clause 348 - - if I have the Chairman's indulgence, but it is policy. I cannot determine it.
Mr Iddrisu 6:23 p.m.


Under section 348, we should create a new provision which allows the Attorney-General to keep up to, at least, four per cent of the retained fees, but that is the policy. It has to be between the Ministry of Finance, the Attorney-General and others.

Mr Speaker, again, I do not want us to come to the Third Reading for the Hon Chairman to say he is raising issues. When we come to the Schedule which deals with -- because of the order in which we took the amendments in the Schedule, when we come to the fees under pages 386 and 387, we can look at the numbers there and manage something for the purpose of the Attorney-General and Minister for Justice.

Why would we ask a company like Tullow oil to pay just GH¢120 or $500 for some purposes when they can do more? I am suggesting that the onus is on the Hon Chairman to decide whether it can be done or not.

Thank you, Mr Speaker.
Mr Speaker 6:33 a.m.
These are matters
which I believe the draftspersons can deal with as we make progress, so Hon Chairman, let us make progress.
I would just want us to consider the fact that there are a couple of clauses that we did not conclude on. However, before that, on clause 366 -- repeals and savings, there are no amendments, but we would want it to be read now, so that we would
make it stand part of the Bill. We would want to clean up everything.
Hon Members, clause 366.
Question put and amendment agreed to.
Clause 366 ordered to stand part of the Bill.
Clause 367 -- Transitional provisions
Mr Speaker 6:33 a.m.
Hon Chairman, are there any amendments there? There are no listed amendments.
Mr Banda 6:33 a.m.
Mr Speaker, there is no further amendment.
Mr Speaker 6:33 a.m.
Very well.
Mr Iddrisu 6:33 a.m.
Mr Speaker, my submission on clause 367 is not an amendment but it is just to seek further clarification and explanation from the Ministry of Finance.
Mr Speaker, I refer to clause 367 (1), line 3. I would read the entire clause, and with your indulgence, it says, and I read:
“On the commencement of this Act, the Office of the Registrar established under section 334, shall assume the status of a category III subvented agency as classified under the Subvented Agencies Act,
2006…”
Mr Speaker, we have guaranteed them financial autonomy under this
Bill, and we have further guaranteed them some resources of earnings. When babies learn to grow and are toddlers, we do not breastfeed them. Why should we still want to breastfeed this Office of the Registrar? There would be money, so if we would want to dis-subvent them, then we should say so.
Mr Speaker, when babies overfeed breastmilk, we know what that means. Originally, the Registrar- General's Department did not have the power of retention, but now they do, so why are we calling them --
Mr Speaker, the Hon Deputy Minister for Finance would be in a better position to explain it. I raise this issue on clause 367(1). I would want the Hon Kwarteng to know that I have the Rt Hon Speaker's leave. On the transitional provision, we say that the Office of the Registrar, established under section 334, shall assume the status of a Category III Subvented Agency, as classified under the Subvented Agency Act, 2006.
Mr Speaker, I say that it should be just dis-subvented because we have provided for it in clause 348 and others. In clause 348, they have power to retain some of the fees and so they now have a footing, and should therefore be weaned off. We should wean them off to become a dis-subvented organisation, indepen- dent and autonomous as the Hon Chairman contemplated in earlier legislations. That is my thinking, but they should still be under the supervision of the Hon Minister responsible for Justice.
Mr Kwarteng 6:33 a.m.
Thank you, Mr Speaker.
Mr Speaker, I am not aware that this Bill seeks to make the Registrar- General's Department financially autonomous. There was a provision that said that it would retain all the fees that they would collect, and that provision was not accepted. So, as far as I am concerned, in respect of the Internally Generated Funds (IGF) retention by the Registrar-General's Department, their status should remain the same.
Mr Iddrisu 6:33 a.m.
Mr Speaker, the Hon Deputy Minister for Finance should know that the power to determine who could retain and who could not retain is not vested in the Ministry of Finance. It is vested in this House, and that is why he himself would have to
Mr Iddrisu 6:33 a.m.


come back to Parliament for revision of Fees and Charges. If it is in the wisdom of this House, as we have done -- and I have seen it in earlier clauses where, one, we have granted them financial autonomy, and two, in section 348, we said that they could retain money and subject them to the Public Financial Management Act (PFMA), that we passed where the Hon Minister refers to in his submission.

Mr Speaker, all that I said was that, for instance, with the Ghana Standards Authority, why do we still keep them as subvented, when they are very capable of being on their own? So, I say that the Registrar- General's Department must grow, particularly because we have given them a guarantee to retain their fees and to be financially autonomous. So, they do not need to be subvented.

Mr Speaker, for instance, they could pay their workers from the moneys that they earn, and so why must the State pay salaries for the workers, when they themselves make money? I am aware that at the Ministry of Finance, there is a policy to wean off -- They announced it in one of their budgets. So, we should wean the Registrar-General's Department, but to say whether his view was accepted or not accepted, Parliament has accepted the view that they are financially autonomous.
Mr Kwarteng 6:33 a.m.
Mr Speaker, if Parliament has decided that the Registrar-General's Department is financially autonomous, it is not for me
to even challenge or comment on that, except to make the point that the subject that the Hon Minority Leader raises has to do with weaning off State agencies, that none of their workers would draw salaries from what we know as the Controller and Accountants General's payroll. That is not a matter that we could decide in legislation.
Mr Speaker, it is Government's policy; the entities that are possible candidates for this policy are assessed and the modalities for even the transition into that regime would have to be properly determined. I do not believe that the law should bother itself determining those matters because in any event, those conditions would change. So, I made a submission that the case for making the Registrar-General's Department a weaned-off agency should not be determined in this law.
Mr Speaker 6:33 a.m.
Thank you.
I could see the Hon Minority Leader is willing to appreciate your point.
Yes, Hon Chairman of the Committee?
Clause 367 -- transitional provisions
Mr Banda 6:33 a.m.
Mr Speaker, we do not have any proposed amendment under this clause.
Clause 367 ordered to stand part of the Bill.
Clause 368 -- Modifications.
Mr Banda 6:33 a.m.
Mr Speaker, we do not have any further amendments.
Mr Iddrisu 6:33 a.m.
Mr Speaker, on clause 368, the headnote is misleading. It says; “modification,” but if we read the contents of clause 368, it is one of resolving conflict between the Electronic Transactions Act and this Act. So, I have a difficulty with the heading; “modification”. We are not modifying anything under clause
368.
Mr Speaker 6:43 p.m.
What do you therefore propose? Otherwise, I would leave it to the draftspersons to re-examine it.
Mr Iddrisu 6:43 p.m.
Mr Speaker, with your leave, the headnote of clause 368, “Modification” -- Go to the body of clause 368. I do not find it being consistent with the headnote. So, Mr Speaker has challenged me to find an appropriate headnote.
Mr Speaker 6:43 p.m.
No, I have requested you to assist the House.
Mr Iddrisu 6:43 p.m.
I will do so, Mr Speaker.
We are resolving conflict of laws, but not modifying -- That is what clause 368 does. If there is a conflict between the two laws, it is to resolve it.
Mr Speaker, if you put the Question and direct the draftspersons, I am sure they will appreciate this.
Mr Speaker 6:43 p.m.
These are matters that they can quickly do for us.
Clause 368 ordered to stand part of the Bill.
Mr Speaker 6:43 p.m.
I direct that the draftspersons should look at the headnote and present appropriately.
Hon Chairman, let us move to those other areas that were not concluded.
Clause 369 -- Commencement
Mr Banda 6:43 p.m.
Mr Speaker, we do not have any proposed amendment under this.
Mr Iddrisu 6:43 p.m.
Mr Speaker when you read clause 369(1), it says:
“The Minister shall specify the date when this Act shall come into force …”
Mr Speaker, by articles 106 and 108 of the Constitution, it is presidential assent, and once the President gives his assent, it is deemed effective as law.
My difficulty was the English there. Is it, “The Minister shall specify the date this Act” or “The Minister shall specify the date when this Act…”? I have a difficulty with “when this”.
Mr Speaker, if you go to clause 369(2), there is even a problem. It reads 6:43 p.m.
Mr Speaker, if you go to clause 369(2), there is even a problem. It reads 6:43 p.m.


“The Office of the Registrar of Companies shall be established within two years of the coming into force of this Act.”

Yet, we created in this Act the Office of the Registrar and said that it is supposed to be a third category subvented agency. Now, we say within two years -- [Interruption.] Mr Speaker, I have a difficulty with the entire clause 369.
Mr Chireh 6:43 p.m.
Mr Speaker, I appreciate the argument of the Hon Minority Leader, but in legislation, we normally give the Minister who is to effect it the time and date to indicate when the law would come into force. Whether we need this to be the case is a completely different matter. It is not for the President who assents to the Bill. Parliament is conferring this power on the Minister and so, he sets a date by which he thinks it should come into force.
Mr Speaker, the major decision we should take as a House is whether we want this particular Act, after it has been assented to -- for another person to issue an Executive Instrument indicating that it takes effect from this day. I do not think so.
In my view, we should just delete it altogether and allow it to come into operation because we already have the Registrar-General in place. So, all that would be done is to begin to set up the Office and make sure that it becomes operational.
If we say we should put a date there, the date we would put there would put everything in abeyance. It means that we would have to operate two laws at the same time -- the one we have exhaustively amended and then the one -- because it has not come into effect, companies would continue to operate under the old law. I do not think so.
The issue is about the Office of the Registrar. As currently established, it has not got the autonomy or the financing to do this, so we should allow them to start from the first day and begin to prepare and get all the things done so that, as fast as possible, they can become operational. I do not think we should give a date to the Minister to name.
Mr Speaker 6:43 p.m.
Hon Members, if you look at article 106(11) of the Constitution, it reads:
“Without prejudice to the power of Parliament to postpone the operation of a law, a bill shall not become law until …”
That power rests with this House, which I consider in so many circumstances, and decide that in the light of this and that, this Bill will come into effect a month, a year or whatever duration after.
This Honourable House would be jealous of its powers as enshrined under the Constitution and not delegate or relegate to Ministers and, for that matter, we may as well simply pass the law and then leave it to the Executive to operate accordingly.
In that connection, Hon Chireh, what shall we do to that particular clause?
Mr Chireh 6:43 p.m.
Mr Speaker, in all the legislations, when we pass a law and say that, for instance, the Minister for the Interior, by law, Executive Instrument, should declare emergency, it is the Parliament of Ghana that has decided to give that power to the Minister.
In effect, I do not believe that we should even have commencement here. It should be instantaneous. The moment it is assented to -- It is not a question of --
Mr Speaker 6:43 p.m.
Does the present situation satisfy that?
Mr Kyei-Mensah-Bonsu 6:43 p.m.
Mr Speaker, I do not think that we need this because the Constitution in article 106(11) grants that power to Parliament. It reads:
“Without prejudice to the power of Parliament to postpone the operation of a law, a bill shall not become law until it has been duly passed and assented to in accordance with the provisions of this Constitution and shall not come into force unless it has been published in the Gazette.”
So, publication in the Gazette is required. Mr Speaker, we do not have to legislate on the publication in the Gazette, so I believe we do not need clause 361(1) at all.
Mr Speaker 6:43 p.m.
Hon Chairman, you may move the amendment accordingly that clause 369(1) should be deleted.
Mr Banda 6:43 p.m.
Mr Speaker, I beg to move, clause 369(1) delete.
Question put and amendment agreed to.
Clause 369 as amended ordered to stand part of the Bill.
Mr Speaker 6:43 p.m.
Hon Chairman, if you could help us kill the deferred clauses.
Mr Banda 6:43 p.m.
Mr Speaker, I remember we deferred clause 350.
Mr Speaker 6:43 p.m.
On the original Order Paper?
Mr Banda 6:53 a.m.
Rightly so, Mr Speaker.
Mr Speaker 6:53 a.m.
Clause 350 -- [Pause.] The non-completed clauses. Hon Minority Leader?
Mr Iddrisu 6:53 a.m.
Mr Speaker, I needed policy guidance on clause 369 (2). Earlier, there was the creation of the Office of the Registrar. I am holding the Subvented Agency Act, 2006 (Act 706) which defines operation of category III subvented agency. It says:
“A category III subvented agency shall continue to operate under the Ministry responsible for it and be answerable to the Minister for the Ministry.”
Mr Iddrisu 6:53 a.m.


So, we now understand that there would be an Office of the Registrar, under the Attorney-General and Minister for Justice. But the operationalisation is within two years. I have just heard from the Hon Deputy Minority Leader that we should be reasonable and that two years should be fine. I want us to make it one year because in the Memorandum, the establishment of the Office of the Registrar is one of the novelties we are celebrating.

This is significant to “post-Gower” and this is what we have added to the Companies Bill, to allow for an independent Registrar of Companies, and to say two years, in my view, would be too long. Maybe, we could say, within one year, so that when their autonomy from the Ministry of Finance is well established, we may even move them to become a category I subvention agency and a catetory III subvention agency.
Mr Kyei-Mensah-Bonsu 6:53 a.m.
Mr Speaker, I was proposing that in clause 369 (2), we limit the period to one year; and I was having some discussions across the aisle with the Hon Deputy Minority Leader. He initially agreed that we should leave it at two years. Apparently, his mind was not on clause 369 (2) but on some other provision.
Be that as it may, if we agree that one year is a reasonable time, then perhaps, we could do that. As far as I am concerned, that office is fundamental to what we are doing
here. Of course, when we say it should be established within two years, it could mean that it could be done within six months. But I do not want us to do it on account of this provision, perhaps, leave it unattended to and the next one and a half years, we would not have done anything about that.
That would make the operationalisation of this Act very difficult. That is my only worry, so if the Hon Second Deputy Speaker thinks that two years is reasonable, I would want to indulge him, even though, personally, I think that one year would be reasonable under the circumstance.
Mr Chireh 6:53 a.m.
Mr Speaker, first of all, I said we should even delete the entire clause, that is, “commencement and effectiveness”. In the case of the Right to Information Bill, 2018, we were going to appoint a Commissioner who would set up the Office and do that. We already have the Registrar- General and all she needs now is that in this Act, we have established the Office, therefore, we want her to begin implementing the Act.
We cannot think that if we give a time period, she might say she has not set up the Office and it is not effective yet. The reason I first advanced for not having a commencement date is that we want the bus to go. In this case, we do not need to legislate it again, and from tomorrow, if it is assented to, it could be operationalised.
What is the operationalisation? She now has powers to do certain things. She already has offices, unless we are
now going to build offices for her and make appointments for her. She can start with the staff she already has and re-designate the departments, so that we do not unduly delay the implementation.
To give a timeline -- Ghanaians believe in doing things at the last minute, so I do not think we should give last minute alternatives, so that the person would say they were given one year and they are six months away. No, they should start now. It is not a new creation but a re- designation.
Mr Banda 6:53 a.m.
Mr Speaker, the Registrar-General, as we have here now, would not be the same as the Registrar of Companies. We would decouple the functions of the Registrar-General from the functions of the Registrar of Companies.
So, there would be a new appointment of the Registrar of Companies, other than the Registrar- General. The Registrar of Companies would have his or her Office set up and everything that must accompany the Office to make it effective and functional.
Mr Speaker 6:53 a.m.
Shall we please not be speculative? I am sure those who are sponsoring the Bill know what they want, and they have been seized of this for a long time. Therefore, we would do our bit and leave the implementation to the appropriate Executive authorities as soon as possible.
Mr Kyei-Mensah-Bonsu 6:53 a.m.
Mr Speaker, respectfully, the problem is that when you have passed a piece of legislation and the President has assented to it and then require the supervising Minister to come with Regulations to operationalise the law, you require of them to be reasonable in the exercise of their discretionary powers. Yet, two, three or ten years later, they have not brought the Regulations.
This is more or less, giving them a time frame, that within one year, they must do this. It is just like we are advised that, henceforth, even with Regulations, after the passage of the Act, we should ensure that Regulations are brought to this House and worked on within one year.
Mr Speaker, some are even saying that it should be within six months. Otherwise, we would have a situation as in the case of the National Health Insurance, where you have passed the Bill and 10 years on, there are no Regulations. We cannot live with that.
Mr Speaker 6:53 a.m.
Hon Chairman, shall we have the amendment?
Mr Bagbin 7:03 p.m.
Mr Speaker, we do not have enough information before us, for us to change the position that the proposers of the Bill have presented to us. There are so many things involved in establishing a new institution as created by this Bill. It is not the same as the Registrar- General's Office.
Mr Bagbin 7:03 p.m.


We are establishing an Office of a Registrar of Companies, and going through these copious provisions, we would see there are a lot of demands. It is not only about appointment or their budgetary provisions. And the proposers would have discussed with the Ministry of Finance as to the availability of funds to establish these new Office. And this new Office is being termed autonomous. Some even use the word, “independent”, which is just conceptual but in reality, you can be talking about autonomous because the Office would still be under the purview of the Minister responsible for Justice, and this is usually for policy supervision.

Mr Speaker, so they have proposed that we do it within two years. What is the reason before us to compel the House to reduce it to one year? We do not have any. If the proposers have been here, together with the Ministry of Finance, we throw that question to them and they will definitely draw our attention that it could be done, but as at now, I do not think so.
Mr Speaker 7:03 p.m.
Thank you very much. The point is well taken.
Hon Chairman, do you want this to remain part of the Bill, so that we do not worry ourselves over which we need not?
The timeframe brought by those proposing the law is clear, and we would proceed accordingly.
Mr Banda 7:03 p.m.
Mr Speaker, then we have to leave this rendition intact because “within two years” could be a month, two or three months, and so we should leave the current rendition as it finds expression in clause 369.
Mr Speaker 7:03 p.m.
Therefore?
Mr Banda 7:03 p.m.
Mr Speaker, there is no proposed amendment.
Question put and amendment agreed to.
Clause 369 ordered to stand part of the Bill.
Mr Speaker 7:03 p.m.
Hon Chairman, is there any of the outstanding clauses?
Mr Banda 7:03 p.m.
Mr Speaker, we stood down clause 342.
Mr Speaker 7:03 p.m.
Let us revisit clause 342. It was a very simple clause that was taking our time.
Mr Banda 7:03 p.m.
Mr Speaker, the original proposed amendment is to delete “Fees and”, but pursuant to the debate that ensued, it was subsequently proposed that “Fees and” should not be deleted but rather amended to read, “Fees and allowances”.
Mr Speaker 7:03 p.m.
Is that what you came up with after your consultations during the break?
Mr Banda 7:03 p.m.
Mr Speaker, I think that the safer and better rendition should rather be “Fees or allowances”. So, in case where fees
and allowances should apply, both would apply, and in case where only fees or only allowances should apply, then either of the two would apply.
Mr Speaker 7:03 p.m.
So what is your rendition?
Mr Banda 7:03 p.m.
Mr Speaker, I beg to move, headnote, delete “Fees and allowances” and insert “Fees or allowances”. The body of the clause will now read:
“Members of the Board and members of a committee of the Board shall be paid fees or allowances to be determined by the Minister in consultation with the Minister responsible for Finance.”
Mr Bagbin 7:03 p.m.
Mr Speaker, the Managing Director is a member of the Board. If we say, “Fees or allowances”, he would only be entitled to Directors' fees, and he would not be entitled to allowances. That is the situation. But he is entitled to allowances so the headnote should read, “Fees and allowances” as proposed, and not “Fees or allowances”. If we say, “or”, then the person cannot take both but one. But the Executive Directors are entitled to Directors' fees as well as allowances. And so it cannot be “Fees or allowances”. I think we should allow it to remain.
Mr Kwarteng 7:03 p.m.
Mr Speaker, this provision must not be interpreted to affect the working conditions of a
Chief Executive Officer who has been engaged on clear terms and who is on the Board by virtue of being a Chief Executive Officer. I do not think this provision has any intention. The allowances and entitlements of the Chief Executive Officer would be decided in the terms of the —
Mr Speaker 7:03 p.m.
Hon Member, it may not be the intention but the effect. It is not just the intention, but if in the end, the effect would be as Hon Bagbin stipulates, then what have we done?
Mr Kwarteng 7:03 p.m.
Mr Speaker, I think the context is so clear that we are talking about the Board. And so fees and allowances related to the presence of the Chief Executive Officer on the Board -- and in my respectful opinion, that should not be mixed up with the entitlements of the Chief Executive Officer 's responsibilities outside the Board. It cannot be.
Mr Speaker 7:03 p.m.
And so if we keep it as “Fees and allowances”, what difficulty would arise? And if no difficulty would arise, would you want us to keep it like that?
Mr Kwarteng 7:03 p.m.
Mr Speaker, I honestly feel that in respect of the Board, we have Board allowances at the moment, and the original discussion was whether at all, we should even add the fees. Members of the Board would collect their sitting allowances. A fee is normally something a person takes for a clear service delivered. If a person is on a
Mr Kwarteng 7:03 p.m.


Board, then the person would take Board allowances. And I am not too sure why we even want to have fees in this construction.
Mr Iddrisu 7:03 p.m.
Mr Speaker, if the Hon Chairman would recall, when we got to that particular clause, it was the view of the Hon Majority Leader to use “or”, to read, “Fees or allowances”. But I have in my hand here, the Audit Service Act, (Act 584), which makes provisions for allowances for members of the Board, and there is this provision that I would like to share with you; and I beg to read:
“Engagement of consultants and experts.
The Board may engage the services of such consultants and other experts as it may consider necessary for the efficient discharge of the duties of the Service.”
Mr Speaker, so if we want to separate allowances from fees, then we should maybe go back to what pertains in the Audit Service, so that we would create a new clause which will deal with experts and consultants.
But on this issue of “and or” fees and allowances, we said the Committee should maintain both, and that was done.
Mr Speaker 7:13 p.m.
Hon Chairman, I see there was no real consultation during the season I granted --
No, I am just making an observation. I thought that during the break -- this is the essence of standing down an item and I will want the Hon Chairpersons to take note of that.
Mr Kyei-Mensah-Bonsu 7:13 p.m.
Mr Speaker, the headnote captures what the content should reflect and the content is on; “Fees and allowances”. So, as far as I am concerned, the caption could read; “Fees and allowances”.
When you come to the body; “Members of the Board and members of the Committee of the Board shall be paid fees or allowances”. That is where we need the “or”. Hon Members will recall that I inserted the words;
“as the case may be to be determined by the Minister in consultation with the Minister responsible for Finance”
Mr Speaker, I thought that we had made considerable progress on that and I think that should settle it. That is how it should be.
Mr Speaker 7:13 p.m.
The headnote tells us what the whole thing is all about.
Mr Kyei-Mensah-Bonsu 7:13 p.m.
Mr Speaker, precisely.