ID Exchange of Ghana
A listed-company code written in 'shall', not 'should' — the SEC's 2020 Code makes a majority-independent non-executive bench, a nine-year independence limit and a three-listed-board cap binding, and backs them with penalties.
Ghana's SEC Corporate Governance Code for Listed Companies 2020 is mandatory rather than comply-or-explain: a majority of the board must be non-executive, a majority of the non-executives independent, the chair an independent director separate from the chief executive, and no one may hold more than three listed directorships. Banks sit under a heavier regime still — the Bank of Ghana's Corporate Governance Directive 2018 — which caps non-executive tenure and requires a Ghanaian, resident core on every board. Underneath both, the Companies Act 2019 requires every company to have at least one director ordinarily resident in Ghana.
- 1
- Director who must be ordinarily resident in Ghana, Companies Act 2019 s.171
- 9 years
- Service beyond which a director is no longer independent, SEC Code 2020 para 12(2)
- 3
- Maximum listed-company directorships per person, SEC Code 2020 para 11(2)
Can a foreign director sit on a board here?
A foreign director is eligible, but every Ghanaian company must have at least one director ordinarily resident in Ghana — and bank boards carry a much larger resident, Ghanaian core.
- Residency test
- At least one director must be ordinarily resident in Ghana (Companies Act 2019 s.171). For banks and other regulated financial institutions the Bank of Ghana additionally requires a majority of the board to be non-executive and ordinarily resident, and the chair to be ordinarily resident unless the Bank accepts a non-resident.
- Nationality test
- None for listed companies generally. At banks and other regulated financial institutions, at least 30% of the board must be Ghanaian nationals ordinarily resident in Ghana, and the chair and chief executive may not both be foreigners.
- Work authorisation
- A non-resident director attending board meetings travels on a business visa. Executive and resident roles require a work permit and residence permit.
- Board language
- Board process is in English.
- Time commitment
- At least four board meetings a year at quarterly intervals under the SEC Code, plus committee cycles; regulated boards meet more often.
What you have to do
The appointment steps, in order.
- 1Consent to act, and confirmation of independence against the SEC Code definition
- 2Filing of the change of directors with the Office of the Registrar of Companies
- 3For a listed company, disclosure to the SEC and GSE and inclusion in the annual report's board section
- 4For a bank or other regulated financial institution, prior written Bank of Ghana approval as a fit and proper person
What actually gets in the way
- The three-listed-directorship cap and the one-listed-chair rule limit how far a Ghanaian portfolio can be built
- Bank boards must keep a Ghanaian, resident core, so seats available to a non-resident foreigner are fewer than the board size suggests
- Foreign-exchange conditions affect how directors' fees actually reach a non-resident
Board composition
What Ghana requires of a board.
Each requirement is stated as arithmetic against the instrument that creates it, with who it binds. Nothing here is characterised as compliance or non-compliance — that is a legal conclusion about a specific company, and it is not ours to draw.
| Requirement | Threshold | Basis | Applies to |
|---|---|---|---|
| Non-executive and independent directors | A majority non-executive; a majority of the non-executives independent; at least two independent non-executives | SEC Code 2020, para 3(2) | Listed companies |
| Chairman and chief executive | Separate roles, the chair an independent non-executive, unless the SEC and shareholders approve a time-limited combination | SEC Code 2020, para 16 | Listed companies |
| Audit committee | At least three directors, a majority independent non-executives, chaired by an independent non-executive who is a Chartered Accountant | SEC Code 2020, para 18(1) | Listed companies |
| Resident director | At least one director ordinarily resident in Ghana | Companies Act 2019, s.171(1) | Every company |
Independence and tenure
How long you may serve, and what ends it.
- Tenure cap
- Nine years. Under para 12(2) of the SEC Code a director who has served more than nine years may be re-elected but is no longer independent. At banks, the Bank of Ghana caps a non-executive director at three terms of up to three years.
- Cooling-off
- Three years since employment in an executive capacity with the company, and five years since any business relationship with it other than as a director.
Other tests
- Being a substantial or majority shareholder, or associated with one through business, family, personal or political ties
- Affiliation with an adviser or consultant to the company, a member of senior management, or a significant customer or supplier
- Employment by a public company at which one of the company's executive officers is a director
- Being an immediate family member of a person who fails any of these tests
What a seat pays
Variable by sector and materially affected by exchange rates; banking, telecoms and mining boards pay above the listed-company norm.
- Where this comes from
- The SEC Code requires a documented remuneration policy recommended by a majority-independent remuneration committee, and directors' pay is disclosed in the annual report.
- Committee uplift
- Audit and risk committee chairs carry a premium; the chair is a distinct market.
- Tax
- Directors' fees are Ghanaian-source income subject to withholding for non-residents; treaty relief varies with the director's residence.
The instruments this page relies on
Companies Act, 2019 (Act 992) · s.171(1)
A company must have at least two directors, one of whom is ordinarily resident in Ghana. The requirement falls on the board, not on each director.
Republic of Ghana
SEC Corporate Governance Code for Listed Companies 2020 · para 3(2)
A majority of the board must be non-executive, a majority of the non-executives independent, and at least two directors independent non-executives, one of whom may chair the board. All directors must be natural persons.
Securities and Exchange Commission, Ghana
SEC Corporate Governance Code for Listed Companies 2020 · paras 11, 12 and 16
No person may hold more than three listed directorships or chair more than one listed company; a director who has served more than nine years may be re-elected but is no longer independent; and the chairman and chief executive roles must be separate, with the chair an independent non-executive, unless the SEC and shareholders approve a time-limited combination.
Securities and Exchange Commission, Ghana
SEC Corporate Governance Code for Listed Companies 2020 · para 38
A breach of the Code exposes the company to a penalty of up to three hundred penalty units, or more where it also breaches the Securities Industry Act 2016 (Act 929).
Securities and Exchange Commission, Ghana
Bank of Ghana Corporate Governance Directive 2018
For banks and other regulated financial institutions: independent directors at least 30% of the board, Ghanaian nationals ordinarily resident at least 30%, a board of five to thirteen with a majority non-executive and ordinarily resident, and prior written Bank of Ghana approval of every director.
Bank of Ghana
Diversity requirements
Stated as the rule states it — quota, target or disclosure obligation.
- The SEC Code requires the board to adopt a policy on gender balance, and the nominating committee to review annually the mix of skills, expertise and gender balance and report on it.
How this regime map is maintained
Every requirement on this page is cited to the instrument that creates it, and the review date states when a person last checked it against the primary source. Nothing here is legal advice: rules change, and transitional provisions frequently apply. Verify against the primary instrument before you rely on it.
This regime map was last reviewed against primary sources in September 2026.
The demand thesis
Why seats open in Ghana — and how an outsider reaches one.
This section is our reading of the market, not a statement of law. It is separated from the rules above for exactly that reason.
Why seats open
- The mandatory majority-independent non-executive bench and the nine-year limit produce steady, dated refreshes across the listed population.
- The three-listed-directorship cap stops boards recycling the same small group of Accra directors.
- Every listed audit committee must be chaired by an independent Chartered Accountant, a scarce profile.
- Gold, oil and cocoa exposure, and a banking sector rebuilt after the 2017–2019 clean-up, keep regulated and resources governance at a premium.
How you get in
- Audit-committee seats, where Chartered Accountant status is the stated requirement for the chair and at least one member
- Ghanaian subsidiaries of multinational groups listed on the GSE
- Mining, energy and telecoms boards seeking international operating experience
- Bank and insurer boards, within the Bank of Ghana's resident and Ghanaian-national requirements
What this market is short of
- Chaired an audit committee
- Professional accounting qualification
- Approved by a financial regulator for a senior role
Most receptive sectors
Live mandates
1 mandate in Ghana.
Statutory board seats, interim leadership and advisory engagements, on one board. Every brief states its provenance.
Questions
Ghana, answered directly.
Can a non-resident foreigner be a director of a Ghanaian company?
Yes, provided the board as a whole includes at least one director ordinarily resident in Ghana, as section 171 of the Companies Act 2019 requires. Banks and other Bank of Ghana-regulated institutions go further: 30% of the board must be Ghanaian nationals ordinarily resident in Ghana, and the Bank must approve each director in advance.
Is Ghana's listed-company code comply-or-explain?
No. The SEC Corporate Governance Code for Listed Companies 2020 is written as binding requirements, and a breach can attract a penalty of up to three hundred penalty units. The main exception is the combination of the chairman and chief executive roles, which needs SEC approval and a shareholder vote.
How many listed boards can I sit on in Ghana?
No more than three listed-company directorships at any one time, and you may chair only one listed company. A director contemplating another appointment must notify the chair and board secretary in advance.
ID Exchange of Ghana
Is Ghana actually one of your markets?
The mobility index scores it against your own record across four named components — corridor strength, legal openness, what this market is short of, and the language its boards work in — and tells you plainly when the answer is no.