NATIONAL INVESTMENT BANK ACT - 1963 (ACT 163)
-
-
(1) There shall be established a body corporate to be known as the National Investment Bank.
(2) The Bank shall have perpetual succession and a common seal and may sue and be sued in its corporate name.
(3) The Bank may, for and in connection with its functions under this Act, purchase, hold, manage and dispose of any property and may enter into such contracts and other transactions as may be expedient.
(4) The application of the seal of the Bank on any document shall be authenticated by the signature of the Managing Director and two other directors of the Bank; and in the absence of the Managing Director the person appointed for the time being under the provisions of subsection (2) of section 16 of this Act shall sign on his behalf.
(5) The signatures of the Managing Director and the other two directors shall be independent of the signing by any other person who may sign any such document as a witness.
-
-
-
(1) The share capital of the Bank shall be eighty million cedis divided into shares of no par value of which seventy-five per centum shall be taken up by the Government and the remaining twenty-five per centum shall be issued to the public at such time, in such amounts and in such manner as the Board may determine. [As Substituted by the National Investment Bank (Amendment) Law, 1985 (PNDCL 106) s. 1 (a)].
(2) The Minister shall, on the establishment of the Bank pay up thirty-three one-third per centum of the nominal value of the shares taken up by the Government and the remaining sixty-six two-thirds per centum shall remain uncalled for, for twelve calendar months from the date of the commencement of operations by the Bank.
(3) Subject to the provisions of the immediately preceding subsection, further calls may be made by the Bank, at intervals of not less than twelve calendar months, in such amounts and in such manner as the Board may determine.
(4) Shares issued to the public shall carry the right to dividend at a minimum rate of three per centum per annum.
(5) The Board may from time to time, with the prior approval of the Minister, increase the share capital of the Bank and may divide any unissued capital, original or increased, into different classes, with or without any preference, priority or privileges, or subject to any postponement of rights, or to any conditions or restrictions, and of such nominal value as the Board may think fit.
-
-
-
(1) There shall be established by the Bank a general reserve fund.
(2) At the end of each financial year, after allowing from the expenses of operation, and after provision has been made for bad and doubtful debts, depreciation in assets, contributions to staff and superannuation funds and other contingencies, and for any other purpose to which the profits of the Bank may properly be applied, there shall be transferred to the general reserve fund:
(a) such part of the general profits as the Board considers appropriate, if the amount of moneys in the general reserve fund is less than the authorised share capital of the Bank; or
(b) one quarter of the net profits, if the amount of moneys in the general reserve fund is not less than the amount of the authorised share capital of the Bank;
and any moneys thereafter remaining after the payment of dividends declared by the Bank shall be paid into the Consolidated Fund. [As Subtituted by the National Investment Bank Act, 1963 (Amendment) Decree, 1978 (SMCD 152) s. 3].
-
-
(1) Subject to the provisions of this section the Bank may borrow, raise or guarantee any sum of money from any source whether within or without Ghana, upon such terms and conditions as it may deem fit; and for the purpose of securing the same and interest thereon or as collateral security for any debt, liability or obligation of the Bank or of any third party or for any other purpose create, issue, make and give any bonds, perpetual or redeemable debentures, or debenture stock or any mortgage or charge on the undertaking or the whole or any part of the property, rights and assets, present or future of the Bank, including the uncalled capital of the Bank.
(2) The total amount of moneys borrowed, raised or guaranteed and owing or outstanding under this section shall not at any time exceed in the aggregate ten times the total amount of the paid up share capital and reserve funds of the Bank:
Provided that the Secretary responsible for Finance and Economic Planning may, in consultation with the Bank of Ghana, by legislative instrument vary the ratio of the total amount of moneys borrowed, raised or guaranteed and owing or outstanding to the paid up shares and reserve funds of the Bank prescribed in this subsection. [As Substituted by the National Investment Bank (Amendment) Law, 1985 (PNDCL 106) s. 1 (d)].
(3) For the purposes of this section,
(a) any moneys received by the Bank on special deposit under the provisions of subsection (3) of section 3 of this Act shall not be counted in the total amount borrowed by the Bank;
(b) the amount of moneys owing or outstanding in respect of any guarantee shall be deemed to be the maximum amount of the principal sum contingently payable under such guarantee and the amount of any moneys borrowed or proposed to be borrowed or of guarantees given or proposed to be given which are repayable or, as the case may be, payable in a currency other than the Ghana cedi shall be converted into the cedi at the official par value of the cedi established with the International Monetary Fund. [As Amended by the National Investment Bank Act, 1963 (Amendment) Decree, 1967 (NLCD 121) s. 3]
-
-
(1) The President may in writing, in the name and on behalf of the Republic on such terms and conditions as the President may determine,
(a) guarantee, or
(b) agree to repay
loans raised by the Bank from any international financial organisation or from any foreign government institution, or any foreign private banking institution.
(2) Where the President in the name and on behalf of the Republic agrees to repay a loan under paragraph (b) of the preceding subsection provision shall be made by the bank for the repayment of any such loan to the President.
(3) Loans guaranteed, or agreed to be repaid, under the preceding subsections may be denominated in foreign currency.
(4) All moneys payable by the Minister under any guarantee or agreement are hereby charged on the Consolidated Fund.
(5) Any moneys payable to the President under subsection (2) of this section shall be paid into the Consolidated Fund.
(6) Subject to the provisions of subsection (7) of this section any moneys payable by the Bank whether to the Government or the lender in respect of principal, interest and other charges on any loan to the Bank from any international financial organisation or any foreign government institution or from any foreign private source, or by the President under a guarantee or agreement to repay given under subsection (1) of this section shall, notwithstanding the provisions of any other enactment, be paid,
(a) without deduction for, and free from any taxes, duties or fees imposed by or under any enactment for the time being in force;
(b) free from all restrictions imposed by or under any enactment for the time being in force.
(7) The provisions of the immediately preceding subsection shall not apply to any taxes, duties, fees or restrictions on payments under any bond or promissory note to the Government or, as the case may be, the said international organisation or the said foreign government institution or the said foreign private source when such bond or promissory note is beneficially owned by any person resident in Ghana.
(8) For the purposes of subsection (7) of this section the question whether any person is or is not resident in Ghana shall be determined in accordance with the provisions of section 83 of the Income Tax Decree, 1966 (NLCD 78). [As Substituted by National Investment Bank Act, 1963 (Amendment) Decree, 1975 (NRCD 316) s. 3].
-
-
(1) The governing body of the Bank shall be a Board of Directors.
(2) The Board shall consist of-
(a) the Managing Director who shall be the Chairman;
(b) the Deputy Managing Director appointed under section 16 of this Act;
(c) the official head of the Ministry responsible for Finance or his representative being a public officer not below the rank of Principal Assistant Secretary;
(d) the official head of the Ministry responsible for Industries or his representative being a public officer not below the rank of Principal Assistant Secretary;
(e) four directors appointed by the National Redemption Council of whom at least two shall be representatives of the shareholders of the Bank.
(3) The directors to be appointed under paragraph (e) of subsection (2) of this section shall be persons of experience in financial affairs, not being persons employed by the Government.
(4) The appointment of directors required by paragraph (e) of subsection (2) of this section to be representatives of the shareholders of the Bank shall be made in consultation with, and from among the shareholders (other than the Government) who hold shares of a nominal value of not less than c100,000.00 in the capital of the Bank.
(5) A majority of all the directors of the Bank shall be persons who are citizens of Ghana." [As Substituted by the National Investment Bank Act, 1963 (Amendment) Decree, 1975 (NRCD 316) s. 4 and further Amended by National Investment Bank Act 1963 (Amendment) Decree, 1978 (SMCD 152 s. 4)].
-
-
(1) No person shall be qualified to be appointed a director of the Bank who,
(a) is a Member of Parliament;
(b) having been declared an insolvent or a bankrupt under any law in force in Ghana or in any other country, is an undischarged insolvent or bankrupt; [Amended by National Investment Bank Act 1963 (Amendment) Decree, 1975 (NRCD 316) s.5].
(2) A director of the Bank shall cease to hold office if,
(a) he becomes a person of unsound mind or incapable of carrying out his duties;
(b) he is declared an insolvent or a bankrupt under any law in force in Ghana or in any other country;
(c) he suspends payment or compounds with his creditors;
(d) he is convicted of a felony or any offence involving fraud or dishonesty;
(e) he is guilty of serious misconduct in relation to his duties;
(f) in the case of a person possessed of professional qualifications, he is disqualified or suspended, otherwise than at his own request, from practising his profession in Ghana or in any other country by the order of any competent authority made in respect of him personally.
-
-
(1) On the first day of March each year the director appointed under paragraph (e) of subsection (2) of section 11 of this Act who has held office for the longest period since his last appointment shall retire.
(2) As between directors appointed on the same day the director to retire shall, unless they otherwise agree, be decided by lot.
(3) A director appointed under paragraph (e) of subsection (2) of section 11 of this Act may, by writing under his hand addressed to the Commissioner responsible for Finance resign his office. [As Substituted by the National Investment Bank Act, 1963 (Amendment) Decree, 1975 (NRCD 316) s. 6].
(4) If the office of a director becomes vacant otherwise than by effluxion of time or in the opinion of the Minister a director is incapacitated by absence from Ghana, illness or any other sufficient cause from performing the duties of his office, the Minister may appoint another person to hold office in his place.
(5) A person appointed to act in the place of a director under the provisions of subsection (4) of this section shall cease to hold office on the date when the person in whose place he holds office would have ceased to hold office in accordance with the provisions of this Act, or when the Minister is satisfied that the incapacity of the person in whose place he holds office has terminated, whichever is the earlier event.
(6) All directors shall be eligible for re-appointment.
-
-
(1) It shall be the duty of the Board to ensure that every application shall be dealt with and considered strictly on its financial and economic merits irrespective of all other considerations, and in general to ensure that,
(a) the Bank shall perform all its functions and conduct all its affairs in accordance with sound business, financial and investment standards and practice;
(b) the Bank shall not seek, in any enterprise financed by it a controlling interest or any other such interest as would give it primary responsibility for the management of such enterprise, but the Bank shall reserve to itself the right to ensure that the enterprises financed by it are properly and efficiently operated;
(c) the Bank shall take all such measures as may be necessary to ensure that any financial assistance rendered by it to any business or enterprise is utilised for the purpose for which such financial assistance is given;
(d) the Bank shall employ the funds at its disposal with due regard to the diversification of their employment.
(2) The rates at which the Bank shall charge interest, fees, commissions and other charges shall be determined and reviewed from time to time by the Board.
(3) In determining the rate of interest to be charged by the Bank on its loans the Board shall take into account, in addition to any other consideration, the rate of interest paid by the Bank on borrowed funds and the need to maintain the Bank at all times in a sound financial condition.
(4) The Bank shall not make an investment in or otherwise have financial transaction with any enterprise in which a director of the Bank is a partner, director or shareholder, or is in any other way directly or indirectly interested, unless the director shall,
(a) prior to the voting have disclosed any such interest,
(b) have refrained from participating in the discussion of the matter in issue and if so required by the chairman withdrawn from the meeting of the Board during such discussion, and
(c) the transaction is unanimously approved by the other directors of the Bank present at the Board meeting.
-
-
No proceeding at any meeting of the Board during the period commencing on the 16th of August, 1965 and ending on the 1st day of August, 1966 shall be deemed to be invalid by reason of any defect in the appointment of any member of the Board or by reason of the fact that any person who was not entitled to attend or vote at, any such meeting attended or voted at such a meeting. [Inserted and to be Cited as the National Investment Act, 1963 (Amendment) Decree, 1967 (NLCD 121), s. 7].
-
-
(1) There shall be a Managing Director who shall be a person of recognised financial experience appointed by the National Redemption Council for a period not exceeding five years on such terms as the National Redemption Council may determine, and shall on the expiration of the initial term of five years, be eligible for reappointment for further periods not exceeding five years on each subsequent re-appointment.
(2) There shall be a Deputy Managing Director who shall be appointed by the National Redemption Council from the management staff of the Bank upon the recommendation of the Board and on such terms as the Board may determine.
(3) Subject to the provisions of this Act and to the general control of the Board on matters of policy, the Managing Director shall be charged with the direction of the business of the Bank, and of its administration and organisation and with the employment, control and dismissal of all employees of the Bank.
(4) The Deputy Managing Director shall, subject to the provisions of this Act,
(a) be charged with the performance of the functions of the Managing Director when the Managing Director is absent from Ghana or is otherwise incapacitated from performing those functions; and
(b) otherwise assist the Managing Director in the discharge of the said functions as the Managing Director may delegate to him. [As Substituted by the National Investment Bank Act, 1963 (Amendment) Decree, 1975 (NRCD 316) s. 7].
-
-
(1) The Board shall cause proper accounts and other records in relation thereto to be kept; and the books of account of the Bank shall be balanced on the thirty-first day of December of each year, and shall be audited by the auditor of the Bank.
(2) The annual statement of accounts as audited shall be signed by the chairman, two directors and the secretary of the Bank, and shall be sent to the Minister not later than the first day of March each year.
(3) The annual statement of accounts shall, as soon as may be practicable, be laid by the Minister before the National Assembly and shall be published in the Gazette.
(4) The annual statement of accounts shall give a true and fair view of the profit or loss of the Bank for the period to which it relates.
(5) For the purposes of this section, the period from the commencement of this Act to the thirty-first day of December, 1963 shall be deemed to be a financial year.
(6) The Bank shall,
(a) exhibit throughout the year in a conspicuous position in every office or branch of the Bank in Ghana a copy of its last audited balance sheet;
(b) on or about the date of the presentation of such balance sheet to the shareholders in general meeting cause a copy thereof to be published in a daily newspaper circulating in Ghana;
(c) not later than seven days prior to the date of the general meeting send a copy thereof to each shareholder entitled to attend such meeting.
-
-
(1) An auditor shall be elected and his remuneration fixed at the annual general meeting of shareholders of the Bank.
(2) Subject as aforesaid the Board shall, prior to the first annual general meeting appoint an auditor and fix his remuneration.
(3) An auditor elected or appointed under this Act may be a shareholder, but no director or employee of the Bank shall be eligible to be elected or appointed as auditor during his continuance in office.
(4) If any casual vacancy occurs in the office of auditor the vacancy shall be filled by the Board.
(5) An auditor shall be eligible for re-election.
(6) Without prejudice to the foregoing provisions of this section the Minister may at any time, in his absolute discretion request the Auditor-General or such auditors as the Minister may appoint, to examine and report on the accounts of the Bank; and the Auditor-General or such auditors shall do so accordingly, and the Bank shall provide all necessary and proper facilities therefore.
-
-
-
-
-
-
-
-
-
The Minister may, after consultation with the Board, by legislative instrument, make Regulations for the better carrying into effect of the provisions of this Act, and in particular for such matters as, were the Bank a company registered under the Companies Ordinance (Cap.193) or any statutory modification or re-enactment thereof, would be dealt with in the articles of association.
-
-
The Board may, with the prior approval of the Minister, make bye-laws consistent with this Act regulating its functions under this Act including the following, namely,
(a) the operating policy, rules and procedures, and the conduct of the general business of the Bank;
(b) the books and accounts to be kept at the head office and branches of the Bank;
(c) the remuneration of the directors;
(d) the conduct and defence of legal proceedings and the manner of signing pleadings; and
(e) the constitution and management of a provident fund for the employees of the Bank.
-
-
The Board may, with the prior approval of the Minister, make bye-laws consistent with this Act regulating its functions under this Act including the following, namely,
(a) the operating policy, rules and procedures, and the conduct of the general business of the Bank;
(b) the books and accounts to be kept at the head office and branches of the Bank;
(c) the remuneration of the directors;
(d) the conduct and defence of legal proceedings and the manner of signing pleadings; and
(e) the constitution and management of a provident fund for the employees of the Bank.
-
-
In this Act unless the context otherwise requires,
"Bank" means the National Investment Bank established by section 1 of this Act;
"Board" means the Board of directors of the Bank established under section 11 of this Act;
"financial year" means the period of twelve months ending on the thirty-first day of December of each year;
"Managing Director" means the Managing Director appointed under section 16 of this Act or as the case may be the Deputy Managing Director appointed under the said section; [As Substituted by the National Investment Bank Act, 1963 (Amendment) Decree, 1975 (NRCD 316) s. 8].
"Minister" means the Secretary responsible for Finance and Economic Planning; [Modified by the National Investment Bank (Amendment) Law, 1985 (PNDCL 106) s. 2].
"property" means movable or immovable property;
"public sector" includes State-owned enterprises and joint State and foreign private enterprises
|
