Topic: Company directors and other officers

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  • 10 Marks

BCL – Apr 2022 – L1 – Q5b – Company directors and other officers

Analyze the validity of promoters' defense in a pre-incorporation contract case and discuss the lawfulness of for-profit companies limited by guarantee.

b) The promoters of Adzeku Company, made a contract on its behalf with Ansah Oko before the company came into existence. The company once formed, purported to ratify the contract, but then went into liquidation, and the promoters themselves were sued on the contract. The promoters argued that they had been contracted as agents, and that the liability on the contract had passed to the company by ratification.

Required:

i) From the facts of the scenario above, explain if the defence set-up by the promoters is valid. Advise the promoters. (8 marks)

ii) State briefly, if it is lawful for a company limited by guarantee to be incorporated with the object of carrying on business for the purpose of making profits. (2 marks)

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  • 12 Marks

BCL – Apr 2022 – L1 – Q4a – Company directors and other officers

Outline qualification requirements for company secretaries and disqualifying offenses for company directors under the Companies Act, 2019 (Act 992).

a) One of the key officers of a company who keeps the books and records, is the company secretary. The Companies Act, 2019 (Act 992) compels the appointment of a company secretary on certain qualifications.

Required:

i) State THREE (3) qualification requirement for the appointment of company secretary as stipulated in the Companies Act, 2019 (Act 992). (6 marks)

ii) List THREE (3) offences and related legal wrongs that automatically disqualifies a fraudulent person from appointment as a director of a company. (6 marks)

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  • 10 Marks

BCL – Nov 2020 – L1 – Q5b – Company Directors and Other Officers

Identify the conditions that apply when the regulations of a company require share qualification for directors.

What TWO (2) conditions apply where the regulations of a company require share qualification? (10 marks)

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  • 5 Marks

BCL – Nov 2020 – L1 – Q5a – Company Directors and Other Officers

Explain whether share qualification is a necessary prerequisite for the appointment as a director in a company.

Explain briefly whether a share qualification is part of the necessary prerequisites for the appointment as director in a company. (5 marks)

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  • 10 Marks

BCL – Nov 2020 – L1 – Q3d – Company Directors and Other Officers

Assess the validity of a director’s appointment and identify possible remedies.

Asamoah is a board member of Darling Company Ltd, a limited liability company with 5% shareholding by the Ghana Government. Asamoah was appointed to the board three years ago by the Founder/Executive Chairman.
Kofi Mintah, the Founder/Executive Chairman, and majority shareholder of the company, in accordance with the regulations, shall appoint five of the nine-member board. Two of the board members represent workers groups and the other two come from other shareholders including the government. Asamoah consented in writing to his appointment but the Minister of Information just announced the revocation of Asamoah’s appointment to the board. Kofi Mintah called Asamoah to inform him that the government’s announcement was null and void and should be ignored.

Required:
i) Explain whether the Minister of Information was justified in nullifying the appointment of Asamoah. (6 marks)
ii) What TWO (2) remedies, if any, are available to Asamoah in the circumstance of the case? (4 marks)

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  • 15 Marks

BCL – May 2021 – L1 – Q3a – Company Directors and Other Officers

Explanation of the limitations on directors' powers and ways a director's appointment can be terminated.

In accordance with the Companies Act, 2019 (Act 992), the directors shall not, without the approval of an ordinary resolution of the company, exceed the powers conferred on them.

Required:
i) State THREE (3) limitations on the powers of directors. (9 marks)

ii) Explain THREE (3) ways in which a director’s appointment can be terminated. (6 marks)

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  • 10 Marks

BCL – Mar 2024 – L1 – Q1d – Governance and Ethical Issues Relating to Business, Company Directors and Other Officers

Discuss the concept of Good Corporate Governance and identify principles breached in the provided scenario.

The Managing Director of Dakubo Ltd, a company which engages in the business of iron rods production, on his own, contracted a loan of GH¢1,000,000 from Dilidom Bank. The loan is repayable in twelve months’ time. The Managing Director disclosed the contents of the agreement to his wife who is neither a Director nor a member of the company. In further disregard for the regulations of the company, the Managing Director squandered the loan contracted from the bank.

Required:

i) Explain the concept of Good Corporate Governance.

(5 marks)

ii) From the scenario above, state FIVE (5) principles of Good Corporate Governance that may have been breached by the Managing Director of Dakubo Ltd. (5 marks)

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  • 5 Marks

BCL – Nov 2023 – L1 – Q1c – Company Directors and Other Officers

Explain Kwayo Mansa’s conduct within the rules of natural justice.

Kwayo Mansa is the Managing Director of Tikitaka Plc. He was linked to a private company called Daakye Ltd of which he had been a major shareholder. Tikitaka Plc decided to undertake procurement for the supply of ICT goods. Daakye Ltd bid for the supply of the goods among other bidders. Kwayo Mansa sat in the evaluation of the bids as the entity head. Kwayo Mansa ensured that the contract for the supply of the ICT goods was awarded to Daakye Ltd.

Required: Explain the conduct of Kwayo Mansa within the maxims/rules of natural justice.               (5 marks)

 

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  • 20 Marks

BCL – Nov 2019 – L1 – Q5 – Company directors and other officers

Analysis of whether a company can deny the authority of an individual acting as a director who was not formally appointed.

Prime Company Ltd, traders in frozen fish, entered into an oral agreement for the supply and sale on credit basis, of all its frozen fish to Addae Company Ltd. The affairs and the business of Prime Company Ltd were undertaken by its Managing Director and one Maxwell Mensah. Maxwell Mensah was never appointed by the Company as a director, but he transacted business on behalf of Prime Company Ltd with Addae Company Ltd, as if he were a director and the Chief Executive Officer of the Company. Maxwell Mensah acted on behalf of the Company by signing the applications for the Company to be registered as an importer, apart from financially assisting the Company to start business. The name of Maxwell Mensah also appeared on the Company’s letter-head as one of its directors.

Prime Company Ltd allowed Maxwell Mensah to share in its profits by allocating to him fifty percent (50%) of the last consignment of fish. Maxwell Mensah entrusted the sale of the consignment allocated to him for his benefit to Addae Company Ltd and directed that the proceeds of the sale should be paid by Addae Company Ltd into the account of his private firm, Asanko Ventures Ltd. In the course of the transaction, Addae Company Ltd paid various sums of money being proceeds of the sale of fish supplied to Prime Company Ltd to both the Managing Director of Prime Company Ltd and Maxwell Mensah. No valid receipts were given for those payments. At the close of business, the trading account of Prime Company Ltd showed a debit balance of over GH¢ 16,000.00 against Addae Company Ltd. Prime Company Ltd subsequently demanded that this amount be paid. Addae Company Ltd resisted settlement on the grounds that it had already accounted fully for the cost of the fish sold to it on credit.

Required:

In the light of the above facts, explain whether Prime Company Ltd would be justified in denying Maxwell Mensah as an Officer of the Company.    (20 marks)

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  • 10 Marks

BCL – Nov 2019 – L1 – Q2d – Company directors and other officers

Options available to a minority shareholder and potential court reliefs in a company merger scenario.

Kwame Akoto holds 15% share in Sikem Investment Ltd, a brokerage firm, which by the regulations of the company, entitled him to appoint a director. To avoid the strict and high standards of banking, the Regulations of Sikem Investment prohibits banking and savings and loan schemes. Kwame Akoto received a letter from Mr. Pinkrah, Managing Director and 55% shareholder, that the company has merged with Sikaman Group owned 100% by Mr. Pinkrah. The merged company will upgrade into a full bank within the next three months. The shares of Kwame Akoto and all minority shareholders with Sikem Investment Ltd will be converted into a loan at 10% per annum interest with principal repayment schedule over the next five years. Mr. Pinkrah took all decisions alone without consulting the seven members on the board. All attempts to hold a board meeting to discuss the issues have been thwarted by Mr. Pinkrah.

Required:

i) State THREE (3) options open to Kwame Akoto in the circumstance of this case. (6 marks)

ii) State FOUR (4) likely reliefs the court may grant. (4 marks)

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  • 10 Marks

BCL – Apr 2022 – L1 – Q5b – Company directors and other officers

Analyze the validity of promoters' defense in a pre-incorporation contract case and discuss the lawfulness of for-profit companies limited by guarantee.

b) The promoters of Adzeku Company, made a contract on its behalf with Ansah Oko before the company came into existence. The company once formed, purported to ratify the contract, but then went into liquidation, and the promoters themselves were sued on the contract. The promoters argued that they had been contracted as agents, and that the liability on the contract had passed to the company by ratification.

Required:

i) From the facts of the scenario above, explain if the defence set-up by the promoters is valid. Advise the promoters. (8 marks)

ii) State briefly, if it is lawful for a company limited by guarantee to be incorporated with the object of carrying on business for the purpose of making profits. (2 marks)

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  • 12 Marks

BCL – Apr 2022 – L1 – Q4a – Company directors and other officers

Outline qualification requirements for company secretaries and disqualifying offenses for company directors under the Companies Act, 2019 (Act 992).

a) One of the key officers of a company who keeps the books and records, is the company secretary. The Companies Act, 2019 (Act 992) compels the appointment of a company secretary on certain qualifications.

Required:

i) State THREE (3) qualification requirement for the appointment of company secretary as stipulated in the Companies Act, 2019 (Act 992). (6 marks)

ii) List THREE (3) offences and related legal wrongs that automatically disqualifies a fraudulent person from appointment as a director of a company. (6 marks)

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  • 10 Marks

BCL – Nov 2020 – L1 – Q5b – Company Directors and Other Officers

Identify the conditions that apply when the regulations of a company require share qualification for directors.

What TWO (2) conditions apply where the regulations of a company require share qualification? (10 marks)

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  • 5 Marks

BCL – Nov 2020 – L1 – Q5a – Company Directors and Other Officers

Explain whether share qualification is a necessary prerequisite for the appointment as a director in a company.

Explain briefly whether a share qualification is part of the necessary prerequisites for the appointment as director in a company. (5 marks)

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  • 10 Marks

BCL – Nov 2020 – L1 – Q3d – Company Directors and Other Officers

Assess the validity of a director’s appointment and identify possible remedies.

Asamoah is a board member of Darling Company Ltd, a limited liability company with 5% shareholding by the Ghana Government. Asamoah was appointed to the board three years ago by the Founder/Executive Chairman.
Kofi Mintah, the Founder/Executive Chairman, and majority shareholder of the company, in accordance with the regulations, shall appoint five of the nine-member board. Two of the board members represent workers groups and the other two come from other shareholders including the government. Asamoah consented in writing to his appointment but the Minister of Information just announced the revocation of Asamoah’s appointment to the board. Kofi Mintah called Asamoah to inform him that the government’s announcement was null and void and should be ignored.

Required:
i) Explain whether the Minister of Information was justified in nullifying the appointment of Asamoah. (6 marks)
ii) What TWO (2) remedies, if any, are available to Asamoah in the circumstance of the case? (4 marks)

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  • 15 Marks

BCL – May 2021 – L1 – Q3a – Company Directors and Other Officers

Explanation of the limitations on directors' powers and ways a director's appointment can be terminated.

In accordance with the Companies Act, 2019 (Act 992), the directors shall not, without the approval of an ordinary resolution of the company, exceed the powers conferred on them.

Required:
i) State THREE (3) limitations on the powers of directors. (9 marks)

ii) Explain THREE (3) ways in which a director’s appointment can be terminated. (6 marks)

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  • 10 Marks

BCL – Mar 2024 – L1 – Q1d – Governance and Ethical Issues Relating to Business, Company Directors and Other Officers

Discuss the concept of Good Corporate Governance and identify principles breached in the provided scenario.

The Managing Director of Dakubo Ltd, a company which engages in the business of iron rods production, on his own, contracted a loan of GH¢1,000,000 from Dilidom Bank. The loan is repayable in twelve months’ time. The Managing Director disclosed the contents of the agreement to his wife who is neither a Director nor a member of the company. In further disregard for the regulations of the company, the Managing Director squandered the loan contracted from the bank.

Required:

i) Explain the concept of Good Corporate Governance.

(5 marks)

ii) From the scenario above, state FIVE (5) principles of Good Corporate Governance that may have been breached by the Managing Director of Dakubo Ltd. (5 marks)

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  • 5 Marks

BCL – Nov 2023 – L1 – Q1c – Company Directors and Other Officers

Explain Kwayo Mansa’s conduct within the rules of natural justice.

Kwayo Mansa is the Managing Director of Tikitaka Plc. He was linked to a private company called Daakye Ltd of which he had been a major shareholder. Tikitaka Plc decided to undertake procurement for the supply of ICT goods. Daakye Ltd bid for the supply of the goods among other bidders. Kwayo Mansa sat in the evaluation of the bids as the entity head. Kwayo Mansa ensured that the contract for the supply of the ICT goods was awarded to Daakye Ltd.

Required: Explain the conduct of Kwayo Mansa within the maxims/rules of natural justice.               (5 marks)

 

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  • 20 Marks

BCL – Nov 2019 – L1 – Q5 – Company directors and other officers

Analysis of whether a company can deny the authority of an individual acting as a director who was not formally appointed.

Prime Company Ltd, traders in frozen fish, entered into an oral agreement for the supply and sale on credit basis, of all its frozen fish to Addae Company Ltd. The affairs and the business of Prime Company Ltd were undertaken by its Managing Director and one Maxwell Mensah. Maxwell Mensah was never appointed by the Company as a director, but he transacted business on behalf of Prime Company Ltd with Addae Company Ltd, as if he were a director and the Chief Executive Officer of the Company. Maxwell Mensah acted on behalf of the Company by signing the applications for the Company to be registered as an importer, apart from financially assisting the Company to start business. The name of Maxwell Mensah also appeared on the Company’s letter-head as one of its directors.

Prime Company Ltd allowed Maxwell Mensah to share in its profits by allocating to him fifty percent (50%) of the last consignment of fish. Maxwell Mensah entrusted the sale of the consignment allocated to him for his benefit to Addae Company Ltd and directed that the proceeds of the sale should be paid by Addae Company Ltd into the account of his private firm, Asanko Ventures Ltd. In the course of the transaction, Addae Company Ltd paid various sums of money being proceeds of the sale of fish supplied to Prime Company Ltd to both the Managing Director of Prime Company Ltd and Maxwell Mensah. No valid receipts were given for those payments. At the close of business, the trading account of Prime Company Ltd showed a debit balance of over GH¢ 16,000.00 against Addae Company Ltd. Prime Company Ltd subsequently demanded that this amount be paid. Addae Company Ltd resisted settlement on the grounds that it had already accounted fully for the cost of the fish sold to it on credit.

Required:

In the light of the above facts, explain whether Prime Company Ltd would be justified in denying Maxwell Mensah as an Officer of the Company.    (20 marks)

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  • 10 Marks

BCL – Nov 2019 – L1 – Q2d – Company directors and other officers

Options available to a minority shareholder and potential court reliefs in a company merger scenario.

Kwame Akoto holds 15% share in Sikem Investment Ltd, a brokerage firm, which by the regulations of the company, entitled him to appoint a director. To avoid the strict and high standards of banking, the Regulations of Sikem Investment prohibits banking and savings and loan schemes. Kwame Akoto received a letter from Mr. Pinkrah, Managing Director and 55% shareholder, that the company has merged with Sikaman Group owned 100% by Mr. Pinkrah. The merged company will upgrade into a full bank within the next three months. The shares of Kwame Akoto and all minority shareholders with Sikem Investment Ltd will be converted into a loan at 10% per annum interest with principal repayment schedule over the next five years. Mr. Pinkrah took all decisions alone without consulting the seven members on the board. All attempts to hold a board meeting to discuss the issues have been thwarted by Mr. Pinkrah.

Required:

i) State THREE (3) options open to Kwame Akoto in the circumstance of this case. (6 marks)

ii) State FOUR (4) likely reliefs the court may grant. (4 marks)

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