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Can you sit on a board there?
Pick a market. You get the residency test, the nationality test, the work-authorisation position, the appointment steps in order, and the frictions that actually delay appointments — each cited to the instrument that creates it.
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Board-level residency testGH
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.
- Tenure limit once appointed
- 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.
- 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 a seat pays
- Variable by sector and materially affected by exchange rates; banking, telecoms and mining boards pay above the listed-company norm.
- Tax on your fees
- Directors' fees are Ghanaian-source income subject to withholding for non-residents; treaty relief varies with the director's residence.
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
The instruments behind these answers
- 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)
Reviewed against primary sources in September 2026. This is governance decision-support, not legal or tax advice. Rules change and transitional provisions frequently apply — verify against the primary instrument before you rely on it.
Eligibility is only the first question
Being allowed to sit on a board there is not the same as being read for one.
The mobility index answers the second question: whether your record is legible to a board in that market, whether you hold what it is currently short of, and whether you can do the job in the language its board works in.