2010年-世界发展银行全球_Corporate_Governance_Country_Assessment___Ghana_40页_1mb

Summary of the Corporate Governance ROSC for Ghana (December 2010)

Core Content

The Report on the Observance of Standards and Codes (ROSC) on corporate governance in Ghana assesses the country's legal and regulatory framework, corporate practices, and compliance with the OECD Principles of Corporate Governance. It highlights progress made since the 2005 assessment and outlines key challenges and recommendations for further improvement.

Main Points

Importance of Corporate Governance

Corporate governance involves the structures and processes for managing companies, ensuring accountability between management, board of directors, shareholders, and other stakeholders. Good corporate governance supports economic development by improving company performance, reducing financial vulnerabilities, and increasing investor confidence. It is also essential for protecting retirement savings as pension funds invest more in equity markets.

Overview of the ROSC

The ROSC initiative aims to identify weaknesses in corporate governance that may affect a country's economic and financial stability. It evaluates the legal and regulatory environment, corporate practices, and the effectiveness of enforcement mechanisms. The assessment is voluntary and includes policy recommendations and a model action plan for the country.

Key Findings

Legal and Regulatory Framework

• Progress: Since 2005, Ghana has made significant legal and regulatory reforms, including new acts on insurance, credit, non-bank financial institutions, and pensions. The Securities and Exchange Commission (SEC) introduced the Code on Takeovers and IFRS is now required for listed companies.
• Challenges:
  • The Companies Act (CA) remains outdated and lacks clarity on key provisions, including conflicts of interest and related party transactions.
  • The SEC Corporate Governance Guidelines (SEC CGG) are voluntary with limited awareness and compliance.
  • The Bank of Ghana (BoG) has not issued explicit corporate governance regulations for banks or other financial institutions.
  • The Registrar of Companies is not seen as an effective source of shareholder redress.

Enforcement and Implementation

• The SEC has broad powers to investigate, suspend licenses, and issue sanctions, but it faces resource and independence constraints.
• Capacity building for implementing IFRS and ensuring auditor independence is minimal.
• Audit committees are not required to have independent members, and companies are not encouraged to establish internal audit functions.
• Shareholder redress rights are underutilized due to low awareness and limited legal enforceability.

Market Performance

• The Ghana Stock Exchange (GSE) performed well during the 2008 financial crisis but remains illiquid with a low free float (less than 5% of market capitalization) and a narrow investor base.
• The market is concentrated, with the top five companies representing over 88% of market value in 2010.
• Cross-listed companies account for a large portion of market capitalization, with Anglo Gold Ashanti holding 77% of the market in 2009.
• Domestic market capitalization increased threefold from 2003 to 2010, but still lags behind regional and global benchmarks.

Ownership Structure

• Controlling shareholders are primarily foreign multinationals and the Ghanaian government, which holds stakes in several listed and unlisted companies.
• The Social Security and National Insurance Trust (SSNIT) is the main domestic institutional investor, managing 81% of local funds in 2009 and holding over 40% of the free float.
• Private pension funds are emerging and are expected to grow.
• The investor base remains narrow, with only around 45,000 securities depository accounts in a country of over 20 million people.

Laws and Institutions

• Ghana operates under a common law system with the Companies Act 1963 and Securities Industry Law 1993 as foundational laws.
• The SEC is responsible for regulating the securities industry and listed companies but is subordinate to the Ministry of Finance and lacks formal autonomy.
• The GSE is an SRO (Self Regulatory Organization) and has introduced an automated trading system.
• Pension and insurance regulation are in early stages, with the NPRA and NIC still forming.
• State-Owned Enterprises (SOEs) are overseen by the State Enterprise Commission, with most board members from the private sector.

Recommendations

• Strengthen the SEC by providing it with more resources and formal independence.
• Revise the Companies Act to increase clarity and better protect shareholder rights.
• Update the SEC CGG to include board responsibilities and encourage non-financial disclosures.
• Enhance corporate governance standards for banks through codified regulations.
• Improve auditor independence and ensure better oversight of IFRS implementation.
• Encourage broader shareholder participation and increase awareness of governance rights.
• Promote capital market development by listing more SOEs and encouraging private pension funds to invest.
• Develop training and awareness programs for directors and market participants on corporate governance.

Next Steps

• Conduct further reviews of accounting, auditing, and SOE governance.
• Strengthen the legal and regulatory framework to align with OECD standards.
• Ensure effective enforcement of existing regulations and promote transparency and accountability in corporate practices.