The Listing Rules of the Ghana Stock Exchange (the Listing Rules the Code on Takeovers and Mergers (the Takeover Code) issued by the Securities and Exchange Commission (SEC) and the SECs Code of Best Practices on Corporate Governance (the Corporate Governance Code) are also key.
To some extent, shareholders are able to give their views in advance of meetings.
Ii Directors, under the Companies Act, no distinction is made between executive or non-executive directors of the company, with respect to their duties and liabilities.Other than the Corporate Governance Code, compliance with the various laws and regulations relevant to listed companies is strictly compulsory; subject to certain special circumstances when waivers in respect of some specific provisions or requirements may be granted by the appropriate supervisory body under conditions.If considered material by the board, a listed company shall also immediately disclose the acquisition or loss of a contract, borrowing of funds by the company, purchase or sale of an asset, changes in corporate purpose, judicial and quasi-judicial actions initiated by or against the.Shareholders of listed companies are required to disclose to the public the acquisition or disposal of any interest in the company that causes the shareholders stake in the company to attain, exceed or fall below each 5 per cent threshold starting from 10 per cent.Iv Takeover defences The provisions of the Companies Act, the Listing Rules and the Takeover Code are generally non-facilitative of the use of most defensive mechanisms that a company may use to protect itself from a hostile takeover.For instance, directors of banks, specialised deposit-taking institutions or financial holding companies must declare on an annual basis any personal interests and business or investment interests that they may have in the company, and notify their board in the event of any changes to that.A listed company that withholds the disclosure of material information must ensure that strict confidentiality toyota rav4 2005 manual transmission is maintained, and the company shall immediately disclose the relevant facts where rumours about the withheld information surface.
A director is liable to compensate the company for any loss that it suffers as a result of a breach of the directors duties to the company.
However, owing to the voluntary nature of the Corporate Governance Code, compliance with other important governance practices, in accordance with widely recognised international standards has been slow.
III disclosure, comprehensive disclosure obligations, both periodic and event-driven, are imposed on listed companies especially under the Companies Act, GSE Listing Rules and the SEC Act and Regulations.
Skip to content, subscribe to nrgi email updates, subscribe.The Registrar of Companies is also authorised, under the Companies Act, to impose penalties on companies in respect of breaches of the mandatory provisions of the Companies Act, and by so doing, ensure compliance with the Companies Act.Shareholders take decisions by voting in general meeting and then passing resolutions to give effect to their decisions.Companies are required to circulate information to all directors, including non-executive directors, at the same time.Audited accounts and balance sheets of companies may be signed by any two directors with the approval of the board.In practice, directors cooperate fully with each other for the purpose of ensuring the effective management of the company.Abla Masoperh, akosua Achiaa Akobour Debrah, nana Abena Henewaa Busumtwi.Directors duties and liabilities are the same irrespective of whether they are non-executive directors or otherwise.This prevents a target company from embarking on a shareholder rights plan as a means of thwarting a hostile takeover.The managing director is appointed from among the board and may exercise all or any of the powers of the board that the board may confer.The lazer printer 500 manual Natural Resource Governance Institute (nrgi) helps people to realize the benefits of their countries endowments of oil, gas and minerals.Beyond employees and creditors, there is no legal obligation, express or implied, to consider the interests of any other stakeholders.Shareholders are mandated to commence legal action in the name of the company if the directors refuse or neglect to.Further, to the extent that a person is described as a director, with or without a qualifying title, that person is deemed to be a director, whose role and involvement is expected to be the same as all other directors of the company.Vii One-on-one meetings of directors with shareholders One-on-one meetings between directors and shareholders are not common.