GHANAIAN ENTERPRISES DEVELOPMENT ACT - 1975 (NRCD 330)
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(1) There is hereby established a Commission to be known as the Ghanaian Enterprises Development Commission hereafter in this Decree referred to as the "Commission".
(2) The Commission shall be a body corporate, with perpetual succession and a common seal and may sue and be sued in its corporate name.
(3) The Commission may, for and in connection with the carrying out of its functions under this Decree or any other enactment, purchase, hold, manage or dispose of any movable or immovable property and may enter into such contracts and transactions as may be expedient.
(4) The application of the common seal of the Commission to any document shall be authenticated by the signature of the Chief Executive and two other members of the Commission.
(5) In the absence of the Chief Executive the person appointed to act for him under subsection (4) of section 7 of this Decree shall sign on his behalf.
(6) The signatures of the Chief Executive and the two other members of the Commission shall be independent of the signature of any other person who is required or authorised to sign.
(7) Where there is any hindrance to the acquisition by the Commission of any property the property may be acquired for the Commission under the State Property and Contracts Act, 1960 (CA 6) or as the case may be, under the State Lands Act, 1962 (Act 125) and each such Act shall, as the case may be, apply in relation to any such acquisition with such modifications as may be necessary to provide for the vesting of the property acquired thereunder in the Commission and for the cost of such acquisition to be defrayed by the Commission.
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(1) The Commission shall consist of a Chairman and the following other members-
(a) the person appointed Chief Executive of the Commission;
(b) a representative of the Bank of Ghana not below the rank of Deputy Governor;
(c) the Executive Chairman of the Capital Investments Board or his Deputy;
(d) the Government Statistician or his Deputy;
(e) the Chairman of the Council for Scientific and Industrial Research, or his Deputy;
(f) a representative of the Attorney-General's Office not below the rank of Principal State Attorney;
(g) one representative each not below the rank of Principal Assistant Secretary of the Ministry responsible for Industries, the Ministry responsible for Trade, the Ministry responsible for Finance and the Ministry responsible for Economic Planning;
(h) the Secretary-General of the Trades Union Congress or his representative;
(i) a representative of the Ghana Co-operative Movement;
(j) a representative of the Ghana Chamber of Commerce;
(k) a representative of the Ghana Manufacturers Association;
(l) the Director of the Management Development and Productivity Institute, or his Deputy;
(m) two prominent Ghanaians in private business one of whom should be a woman and the other a legal practitioner.
(2) The members specified in paragraphs (a) to (h) inclusive and in paragraph (l) of subsection (1) of this section shall be ex officio members.
(3) The Chairman and other members of the Commission shall be appointed by the National Redemption Council on the recommendation of the Commissioner.
(4) A member of the Commission, other than the Chief Executive and the ex officio members, shall hold office for a period not exceeding three years, and shall on the expiry of that period be eligible for re-appointment.
(5) A member of the Commission may at any time resign his office by notice in writing addressed to the Chairman of the National Redemption Council and may be removed from office by the National Redemption Council for just cause.
(6) The Commission may co-opt any person or persons to act as adviser or advisers at any of its meetings as it may think fit.
(7) At every meeting of the Commission, the Chairman shall preside and the Chairman or any other person presiding under subsection (10) of this section shall have a second or casting vote where at any meeting there is an equality of votes on any matter to be determined by the Commission.
(8) The Commission shall meet at least once every two months.
(9) Where a member other than an ex officio member of the Commission fails to attend three consecutive meetings without reasonable cause his membership may be terminated without prejudice to the right of the organisation represented by him of nominating a person to be appointed by the National Redemption Council to represent the organisation on the Commission.
(10) In the absence of the Chairman, the members present at a meeting of the Commission may elect one of their number to preside at the meeting.
(11) Six members, including the Chief Executive, shall form a quorum at any meeting of the Commission.
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Without prejudice to the provisions of any other enactment, it shall be the duty of the Commission-
(a) to implement the provisions of this Decree and also section 2 and the First Schedule of the Investment Policy Decree, 1975 (NRCD 329), and to ensure the assumption of the control of the economy by Ghanaians within the shortest possible time;
(b) to create an effective institution providing technical and financial assistance, as well as a general advisory service to Ghanaian businessmen; and
(c) to examine any question concerning commerce or industry affecting Ghanaian business which the Government may refer to the Commission and to report to the Government on all such questions so referred.
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(1) For the removal of doubts, it is hereby declared that section 19 of the Investment Policy Decree, 1975 (NRCD 329) other than subsection (1)(e) and subsection (2) thereof applies to the specified enterprises.
(2) Subject to subsection (1) of this section, the Commission may, after consultation with the owners of the capital or other proprietary interest in any specified enterprise and any Ghanaians seeking to purchase such capital or interest in pursuance of the provisions of this Decree or the Investment Policy Decree, 1975, appoint by writing, mediators to assist in any negotiations between such owners and such Ghanaians for the purpose of ensuring an orderly and fair transfer to Ghanaians of the said capital or other interest.
(3) It shall be the duty of all persons to deal and co-operate with any mediator appointed under subsection (2) of this section in connection with all matters affecting the negotiations in connection with which he was appointed.
(4) The Commission may by writing, give such directions as may be reasonably necessary-
(a) for the purpose of ensuring that there is an orderly transfer to Ghanaians of the capital or other proprietary interest in any specified enterprise as required by this Decree and the Investment Policy Decree, 1975;
(b) for ensuring that the appropriate price fixed by the Investment Policy Implementation Committee in respect of such capital or interest is duly paid by such Ghanaians; and
(c) otherwise for ensuring due implementation of the provisions of this Decree.
(5) The Commission may, after consultation with the Investment Policy Implementation Committee, exercise in respect of a specified enterprise, the powers of the said Committee under subsections (1)(b) and (c) of section 19 of the Investment Policy Decree, 1975.
(6) For the protection of the interests of any Ghanaians who have, in pursuance of this Decree or the Investment Policy Decree, 1975 acquired the capital or other proprietary interest in any specified enterprise the Commission may, subject to such reasonable conditions as it may impose, direct in writing-
(a) that the owner of any premises occupied or used by the enterprise immediately prior to such acquisition shall, for a period not exceeding eighteen months after the whole of the said capital or other interest in the enterprise was acquired by Ghanaians, not revoke the lease or tenancy agreement or licence subject to which the premises were occupied or used by the enterprise prior to such acquisition;
(b) that such owner shall not otherwise evict the enterprise or the new owners thereof from such premises for the said period;
(c) that such owner shall not, for the said period insist on any special terms for the continued occupation or use of the premises for the purposes of the enterprise, or
(d) that such owner shall not otherwise for such period alter the rent under, or vary the terms of, any lease or tenancy agreement or licence subject to which the premises were held immediately prior to the acquisition by Ghanaians of the capital or other proprietary interest therein.
(7) Subject to such conditions as the Commission may impose under subsection (6) or this section, the assignment or subletting of any premises by the previous owner of the capital or other proprietary interest in any specified enterprise shall, if done to any Ghanaians acquiring such capital or interest in pursuance of this Decree or the Investment Policy Decree, not constitute a breach of any lease or tenancy agreement subject to which the premises were held prior to such acquisition.
(8) The Ghanaians who acquired the capital or other interest in the enterprise shall, subject to any such conditions imposed by the Commission, be entitled to hold the premises for the purposes of the enterprise on the same terms as they were held immediately prior to such acquisition, and, subject to such conditions, the terms of such lease or tenancy agreement shall not, without the consent in writing of the new owners of the capital or proprietary interest in such enterprise, be varied so as to render them less favourable to them than they were to the previous owners immediately prior to the acquisition of such capital or interest, for a period determined by the Commission, not exceeding eighteen months after the whole capital or other interest in the specified enterprise was transferred to Ghanaians.[As inserted by the Ghanaian Enterprises Development (Amendment) Decree, 1976 (SMCD 28), s.1]
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(1) All capital or other proprietary interest, in any specified enterprise which has not been duly transferred to Ghanaians by the 1st day of July, 1976 shall, on that date vest in the Commission.
(2) The Commission may take over and manage any specified enterprise to which subsection (1) of this section applies until the whole of the capital or other proprietary interest therein has been transferred to Ghanaians and shall take all such reasonable steps as would ensure the orderly transfer of such capital or interest to Ghanaians and the due payment by such Ghanaians to the owners of such capital or interest of the appropriate price fixed in relation thereto by the Investment Policy Implementation Committee.
(3) The Commission may defray from the assets of any such enterprise any reasonable costs incurred by it under subsection (2) of this section.
(4) Neither the Commission nor any agent thereof shall be liable to any person in respect of any act done by it or him in good faith for the purposes of subsection (2) of this section.
(5) Where twelve months after the capital or other proprietary interest in any specified enterprise has vested in the Commission under subsection (1) of this section, the Commission has, after all reasonable efforts to that end, not been able to dispose of the capital or other proprietary interest to Ghanaians, the Commission shall dispose of it in such manner as it may consider reasonable and shall, after negotiation with the owner of the enterprise concerned, pay in respect of such capital or proprietary interest such compensation as the Commission may determine.[As inserted by the Ghanaian Enterprises Development (Amendment) Decree, 1976 (SMCD 28) s.1]
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(1) The Commission may review any transaction entered into by any person whether made before or after the commencement of this Decree in respect of a specified enterprise and may by writing, set aside such transaction if it is satisfied that it has been entered into with the intention of defeating the objects of this Decree or of the Investment Policy Decree, 1975.
(2) Any person aggrieved by any decision of the Commission under this section may, within fourteen days after being notified of the decision, appeal against it to the Commissioner.
(3) The Commissioner may confirm, reverse or vary the decision of the Commission and his decision thereon shall be final.
(4) Without prejudice to the generality of subsection (1) of this section, the Commission may set aside any transaction thereunder entered into on or after the 1st day of January, 1973 for the purpose of ensuring equitable distribution of the wealth of Ghana.[As inserted by the Ghanaian Enterprises Development (Amendment) Decree, 1976 (SMCD 28), s.1]
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(1) Contracts on behalf of the Commission may be made as follows:-
(a) a contract which if made between private persons would be by law required to be in writing and under seal, may be made on behalf of the Commission in writing under the common seal of the Commission;
(b) a contract which if made between private persons would be by law required to be in writing, signed by the parties to be charged therewith, may be made on behalf of the Commission in writing signed by any person acting under its authority, express or implied;
(c) a contract which if made between private persons would by law be valid although made by parol only and not reduced into writing, may be made by parol on behalf of the Commission by any person acting under its authority, express or implied.
(2) A contract made in accordance with this section shall be effectual in law, and shall bind the Commission and its successors and all other parties thereto.
(3) A contract made in accordance with this section may be varied or discharged in the same manner in which it is authorised by this section to be made.
(4) The Commission may by writing under its common seal empower any person, either generally or in respect of any specified matters, as its attorney to execute deeds on its behalf in any place not situate in Ghana and a deed signed by such an attorney on behalf of the Commission and under his seal shall bind the Commission and have the same effect as if it were under its common seal.
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(1) The Commission shall have a Chief Executive and a Secretariat which shall be known as the Office of the Ghanaian Enterprises Commission.
(2) The Chief Executive shall be a person appointed by the National Redemption Council upon the recommendation of the Commissioner and shall hold office upon such terms and conditions as the National Redemption Council may determine.
(3) The Chief Executive shall-
(a) be the head of the Secretariat; and
(b) be responsible for executing the decisions of the Commission and shall be responsible to the Commission for the organisation, administration and the control of the employees of the Commission.
(4) Where the Chief Executive is absent from Ghana or is otherwise incapacitated from performing the duties of that office, the Commission may, unless otherwise directed by the National Redemption Council, appoint a member of the staff of the Commission to perform and exercise all the duties and powers of the Chief Executive.
(5) The Chief Executive may in order to promote efficiency, delegate any part of the day-to-day functions of the Chief Executive to any officer of the Commission so however that the Chief Executive shall not be relieved from ultimate responsibility for the due discharge of any functions so delegated.
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(1) The Commission shall have a Secretary who shall perform such administrative functions as the Commission or the Chief Executive may direct.
(2) The Commission may, from time to time, engage such other employees as may be necessary for the proper and efficient conduct of the business and functions of the Commission.
(3) The Commission may also engage the services of such consultants and advisers as the Commission may, after prior consultations with the Commissioner, decide.
(4) The employees of the Commission shall be appointed by the Commission acting in consultation with the Public Services Commission.
(5) The employees, consultants and advisers of the Commission shall be engaged on such terms and conditions as the Commission may on the recommendations of the Chief Executive determine.
(6) Public officers may be transferred or seconded to the Commission or may otherwise give assistance thereto.
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(1) The Commission shall have an Internal Auditor.
(2) Subject to the provisions of this Decree, the Internal Auditor shall be responsible to the Chief Executive for the performance of his functions.
(3) As part of his functions under this Decree the Internal Auditor shall, at intervals of three months, prepare a report on the Internal Audit work carried out by him during the period of three months immediately preceding the preparation of the report and submit the report to the Chief Executive.
(4) Without prejudice to the general effect of subsection (3) of this Decree, the Internal Auditor shall make in each report such observations as appear to him necessary as to the conduct of the financial affairs of the Commission during the period to which the report relates.
(5) The Internal Auditor shall send a copy of each report prepared by him under this section to the Commissioner and also to each of the following-
(a) the Commissioner responsible for Finance;
(b) the Auditor-General; and
(c) the Chairman and each of the other members of the Commission.
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(1) The funds of the Commission shall include-
(a) moneys provided to the Commission by the Government and other Government agencies;
(b) the interest on loans granted under the Small Business Credit Scheme;
(c) funds accruing from investments made by the Commission; and
(d) funds accruing from any moneys borrowed by the Commission under this section and from any other lawful source approved by the Commissioner in writing.
(2) The Commission may, for the purposes of any of its functions under this Decree or any other enactment, obtain loans and other credit facilities on the guarantee of the Government from the National Investment Bank or from such other Bank or financial institution as the Commissioner and the Commissioner responsible for Finance may approve.
(3) The Commission may also, with the prior approval of the Commissioner and of the Commissioner responsible for Finance, borrow money from any other source.
(4) For the purposes of any technical arrangement in connection with the raising of any loan under subsection (2) of this section, the Commission shall, if the National Investment Bank agrees, use the services of that Bank.
(5) The Commission may borrow temporarily by way of overdraft or otherwise, such sums as it may require for meeting its current obligations or discharging its functions.
(6) The Commissioner responsible for Finance may on behalf of the Government guarantee the performance of any obligation or undertaking by the Commission under this section.
(7) The Commissioner responsible for Finance may, in consultation with the Commissioner, from time to time prescribe the maximum sums which the Commission may borrow under this section.
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(1) The Commission shall establish-
(a) a Finance Committee;
(b) a Research Committee; and
(c) any other Committees which the Commission may from time to time consider expedient for the efficient discharge of its functions.
(2) The Finance and Research Committees shall respectively be headed by the representative of the Bank of Ghana and the person appointed under subsection (1) (e) of section 2 of this Decree.
(3) Subject to subsection (2) of this section, a Committee of the Commission may comprise members of the Commission and such other persons whom the Commission is satisfied are likely to be of assistance to the Commission in the carrying out of its functions.
(4) The Committees shall be specialised agencies of the Commission and shall in general be responsible for obtaining all information required by the Commission in its deliberation and for advising the Commission regarding the actual implementation of the Commission's decisions.
(5) The Commission may determine the functions and procedure of any of its Committees.
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(1) The Commission may with the prior approval of the National Redemption Council establish financial assistance schemes for the promotion of small-scale Ghanaian businesses.
(2) The Commission may also, with the prior approval of the Commissioner and of the Commissioner responsible for Finance, guarantee any loan granted to any person for the purpose of financing any project considered viable by the Commission.
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(1) Where under any enactment an enterprise is wholly or partly reserved for private Ghanaian ownership or partly for the State, the Ghanaian workers of such enterprise shall hold such percentage of the capital of such enterprise as the Commission may, with the approval of the Commissioner prescribe.
(2) Different percentages may be prescribed under subsection (1) of this section in respect of different classes of enterprises.
(3) Any capital owned by Ghanaian workers under subsection (1) of this section shall, where the workers of the enterprise are ten or more in number, be held in trust for such workers by a registered co-operative society formed by the workers and any financial assistance required for the acquisition of shares shall be granted to the workers through such society:
Provided that the Commission shall encourage the grouping of workers of enterprises to which this section relates which employ less than ten workers so as to enable such workers to organise on a co-operative basis in accordance with the foregoing provisions of this subsection.
(4) Where no registered co-operative society exists for the time being for the workers of any enterprise to which this section applies, it shall be lawful for the capital required by subsection (3) of this section to be held on behalf of the workers by a registered co-operative society, to be held with the approval of the Commission, on behalf of the workers by trustees other than a registered co-operative society.
(5) Any financial assistance required to be granted to a registered co-operative society under subsection (3) of this section may accordingly be granted to such trustees on behalf of the workers concerned.
(6) Where no workers, co-operative society or a trust has been established for the purposes of this section the Commission or an agency approved by the Commission may purchase and hold the shares on behalf of the workers for the time being.
(7) Any shares purchased and held by the Commission or other approved agency under subsection (6) of this section shall be sold to a workers' registered co-operative society or trust established for the purpose at the same price at which such shares were purchased initially.
(8) Where the Commission or other approved agency purchases the workers' shares under subsection (6) of this section, it shall, notwithstanding anything to the contrary be entitled to any dividends accruing in respect of the shares and declared at any time, in respect of any period falling after the Commission or agency has acquired the shares and before the shares are purchased by a workers' registered co-operative society or a trust established for the purpose.[As inserted by the Ghanaian Enterprises Development (Amendment) Decree, 1979 (SMCD 236), s.1]
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(1) The Commission shall keep proper books of account and proper records in relation thereto and the account books and records of the Commission shall be in such form as the Auditor-General may approve.
(2) The Commission's financial year shall end on the 30th day of June in each year.
(3) For the purposes of this section the period extending from the commencement of this Decree to the 30th day of June, 1975 shall be deemed to be a financial year.
(4) The books and accounts of the Commission shall each year be audited by the Auditor-General or an auditor appointed by him.
(5) The Commission shall pay in respect of such audit such fee (if any) as the Auditor-General and the Commission may agree or in the case of failure to agree, such fee as the Commissioner may prescribe.
(6) It shall be the duty of the Commission as soon as possible upon receiving the report of the Auditor-General under this section, to forward a copy of such report to the Commissioner.
(7) The Commissioner shall as soon as practicable upon receipt thereof, cause to be laid before the National Redemption Council a copy of the Auditor-General's report forwarded to him under this section.
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The Commission may request any person to supply such estimates, returns or other information within his knowledge as may be specified or prescribed by the Commission and may specify the time, the manner and form in which any such estimates, returns or information are to be supplied and it shall be the duty of any such person to comply with the request.
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Any person who-
(a) fails without reasonable excuse proof of which shall be on him, to comply with any direction given by the Commission under subsection (4) or (6) of section 3A of this Decree; or
(b) obstructs the Commission or any manager or other person authorised by the Commission in the discharge of the Commission's functions under subsection (2) of section 3B of this Decree; or
(c) obstructs the Commission in the discharge of any of its functions under this Decree; or
(d) makes any statement which he knows to be false or has no reason to believe to be true in response to a reasonable request for information made by a business inspector for the purpose of this Decree, or in any estimates, returns or other information requested by the Commission under section 18; or
(e) fails without reasonable excuse proof of which shall be on him, to give any information which a business inspector may reasonably request for the purpose of this Decree; or
(f) fails without reasonable excuse proof of which shall be on him, to supply any estimates, returns or other information requested by the Commission under section 18; or
(g) without reasonable excuse proof of which shall be on him, refuses to admit, a business inspector into his premises or otherwise obstructs a business inspector's entry into his premises, or otherwise obstructs a business inspector in the performance of his functions under this Decree; or
(h) contravenes subsection (3) or section 3A of section 13 of this Decree,
shall be guilty of an offence and liable on summary conviction, to a fine not exceeding c5,000.00 or to imprisonment not exceeding five years or both.[As substituted by the Ghanaian Enterprises Development (Amendment) Decree, 1976 (SMCD 28), s.2]
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Any person aggrieved by any decision of the Commission in respect of him or by the exercise of any function of the Commission under this Decree affecting him other than under section 3C of this Decree, may petition to the Commissioner and the Commissioner may, notwithstanding anything in this Decree, with the prior approval of the Supreme Military Council, reverse, confirm or vary the decision of the Commission and may take such further measures in relation to the petition as he may think fit and the decision of the Commissioner shall be final.[As inserted by the Ghanaian Enterprises Development (Amendment) Decree, 1976 (SMCD 28), s.3]
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Where an offence is committed under this Decree by a body of persons then-
(a) in the case of a body corporate (other than a partnership) every director or officer of the body shall be deemed also to be guilty of the offence, and
(b) in the case of a partnership every partner or officer of the body shall be deemed to be guilty of that offence:
Provided that no person shall be deemed to be guilty of an offence by virtue of this section if he proves that the offence was committed without his knowledge or connivance and that he exercised all due care and diligence to prevent the commission of the offence having regard to all the circumstances.
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(1) The Commission shall, with effect from such date as may be determined by the Commissioner, and for each subsequent year prepare and send to the Commissioner a report of the steps taken to implement the provisions of this Decree within the preceding twelve months.
(2) As soon as may be after the receipt of the Commission's report the Commissioner shall lay before the National Redemption Council a copy of the said report together with such statement as the Commissioner may find necessary.
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In this Decree, unless the context otherwise requires:
"capital" means equity shares, capital contributions or capital of an enterprise;
"Commissioner" means the Commissioner responsible for Economic Planning;
"Ghanaian" has the meaning assigned to it by section 39 of the Investment Policy Decree, 1975 (NRCD 329); [As inserted by the Ghanaian Enterprises Development (Amendment) Decree, 1976 (SMCD 28), s.4(a)]
"small-scale Ghanaian business" means any Ghanaian business which the Commission may, with the approval of the Commissioner, by executive instrument specify as such;
"specified enterprise" has the meaning assigned to it by section 3A of this Decree;[As inserted by the Ghanaian Enterprieses Development (Amendment) Decree, 1976 (SMCD 28), s. 4(b)]
"worker" means an employee of any enterprise affected by this Decree.
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