Question
The bank of Ghana has introduced the corporate governance directives for financial institutions.
Evaluate the directives.
Answer
By way of introduction, we will first look at some objectives of the corporate governance directive
as stipulated by the Bank of Ghana.
“To require regulated financial institutions to adopt sound corporate governance principles
i.
and best practices to enable them to perform their role in enhancing economic growth in
Ghana.”
“To promote and maintain public trust and confidence in regulated financial institutions by
ii.
prescribing sound corporate governance standards which are critical to the proper
functioning of the banking sector and the economy as a whole”.
iii.
“To minimise the possibility of regulated financial institution failures that are usually
rooted in poor corporate governance practices”.
Now let us take a critical look into some of the corporate governance directives by the Bank of
Ghana.
1. Board’s qualification and composition
Section 32 and 33 of the Banking Business Corporate Governance Directive 2018 mentioned
the fact that board members “shall possess individually and collectively appropriate
experience, competencies and personal qualities including professionalism and integrity”. It
further said that the competencies of Board of Directors shall be diverse to facilitate effective
oversight of management and shall ideally cover a blend of the following field; Banking, Law,
Finance, Accounting, Economics, I.T, Business Administration, Financial Analysis,
Entrepreneurship, Risk Management, Strategic Planning and corporate Governance and other
areas that the Bank of Ghana deem fit”.
Currently, board members of most institutions do not have backgrounds of the fields
mentioned above. This tend to affect quality of decisions at the board room. They also find it
difficult to understand certain key financial indicators such as capital adequacy ratio, liquidity
ratio, profitability ratios, and operational efficiency indicators among others which will help
them to appreciate the state of their bank. Lack of appropriate experience and competencies of
some board members no doubt affect their performance which translate into poor performance
of their respective banks.
In fact, banking today is increasingly becoming risky and complex and, therefore,
requires competent and qualified board members which can formulate policies and strategies
to manage risk exposure and also make Institutions competitive. Hence, this directive by the
regulator when implemented will no doubt improve the performance of financial institutions.
Let me point out the fact that the importance of high integrity and self-sacrifice attitude on the
part of board members cannot be overemphasised. This is because self-interest and lack of
integrity can make professional and academic qualifications counter-productive. The interest
of the bank should precede self-interest. The board is responsible for providing oversight of
senior management and hence need to be qualified and knowledgeable. The directive
emphasised the point that board members should have a clear understanding of their role in
corporate governance and be able to exercise sound and objective judgment about the affairs
of regulated financial institutions. This is vitally important considering the fact that poor
corporate governance was a major contributing factor to the failure of giant banks such UT
Bank and uniBank.
2. Tenure of MD/CEO
According to section 41 of the Corporate Governance Directive 2018, the tenure of MD/CEO
of the bank, SDI or FHC shall be in accordance with the terms of engagement with regulated
financial institution which shall be subjected to a maximum of 12 years. Such tenure may be
split into three (3) terms not exceeding four (4) years per term. This implies that General
Managers of Institutions have to occupy their position for a maximum of 12 years.
The positive implication is that it will propel General Managers of institutions to
improve on their performance in order to have an impressive/strong track record which might
enable them to get a new appointment after they have finished serving their 12 years term. It
will also do away with the situation where some retired General Managers who are no longer
effective are given contract to continue to work because they have the favour of the board.
More importantly, it will pave the way for young ones who have the energy, passion and drive
to come in with new ideas to make financial institutions competitive in this dynamic and
competitive banking landscape.
According to one astute rural banker, some long-serving General Managers/ CEOs of
some rural and community banks tend to feel that they are champion (All-knowing) and,
therefore, dictate to the board and the management team. He opined that the directive will solve
the above-mentioned problem.
The flip side is the fact that General Managers who are star performers, experienced
and still active might not get the opportunity to continue working after retiring at the age of 60
years. Another negative implication is that some managers are likely to become corrupt in
order to secure their future and also maintain their present life-style.
3. Tenure of Directors
Section 42 of the directive says that directors shall have a maximum tenure of three (3) terms
of three (3) years per term. Per this directive, directors of institutions will have a maximum of
nine (9) years to serve if they are re-elected by shareholders.
The positive implication is that directors who are not effective and efficient but are
able to influence shareholders to vote in their favour will not get the opportunity to serve
forever so to speak. It will also help to get rid of some directors who are domineering and think
the bank is their personal property and work for personal gains and not for the interest of
shareholders. Above all, this directive will pave way for new entrants who are likely to infuse
fresh ideas.
There is the tendency for some of the long-term serving directors to fall prey to overreliance on past experience and not avail themselves of development in the banking industry.
This will affect their ability to make meaningful contributions when it comes to boardroom
decisions. The negative implication of capping the tenure of directors is the fact that experience
and high performing directors have to step down at most nine (9) years of service.
4. Tenure of the chairperson of the board
Section 48 of the Corporate Governance Directive 2018 for Banks and Specialised DepositTaking Institution says that “The Board Chair shall be proposed for re-election within the
maximum tenure of two (2) terms consisting of three (3) years per term”. In other words, there
is restriction for the tenure of the board chairperson at maximum of six (6) years.
Most financial institutions have board chairpersons who have served for over a decade.
This directive will make it possible for new entrants who also have good leadership skills and
traits to get the opportunity at most every six years to provide leadership to the board. It will
also enable institutions to have new board chairpersons who will bring in fresh ideas and also
ensure that decisions are taking on a sound and well-informed basis. Furthermore, the directive
will help to get rid of board chairpersons who tend to hijack the board because they feel they
have significant shareholding or for any other reason. Moreover, it will regulate chairpersons
who take decisions without even informing other members of the board for their selfish and
personal gains.
The negative implication is that good and high performing board chairpersons will not
get the opportunity to lead the board after six years.
5. Conflict of Interest
The Corporate Governance Code requires that the board has a policy with respect to conflicts
of interest that provides, among other things, the procedure for considering which matters and
appointments amount to a material conflict, the actions to resolve these conflicts and the timing
of disclosure by directors (i.e., when being considered for appointment, and annually thereafter
or in the event of significant changes in any financial, economic or other interest).
There are no provisions regulating the manner of interaction between executive and
non-executive directors. In practice, directors cooperate fully with each other for the purpose
of ensuring the effective management of the company.
6. Annual Certification
Within 90 days after the beginning of each financial year, regulated financial institutions are
required to include a certification in their annual reports as to their compliance or otherwise
with the contents of the BoG Directives.
This implies that Listed companies must include a statement from the board
confirming the adequacy of the company's internal control mechanisms and the degree of
compliance with the corporate governance practices specified in the Corporate Governance
Code and any regulatory requirements.
Conclusion
The introduction of the Banking Business-Corporate Governance Directive 2018 will no doubt
improve corporate governance and risk management practices of Institutions. Therefore,
Institutions should do their utmost to comply with the directives. Bank of Ghana should also
enforce the Corporate Governance Directive 2018 in order to promote stability and confidence in
the financial system.