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IN exercise of the powers
conferred on the National
Redemption Council by sections 1,
2 and 6 of the Statutory
Corporations Act, 1964 (Act 232),
this Instrument is made this 18th
day of January, 1975.
PART I—ESTABLISHMENT OF GHANA OIL
PALM DEVELOPMENT CORPORATION.
Section 1—Establishment of
Corporation.
There is hereby established a body
corporate to be known as the Ghana
Oil Palm Development Corporation
in this Instrument referred to as
the “Corporation”.
Section 2—Compulsory Acquisition
of property for Corporation where
there is a hindrance.
Where there is any hindrance to
the acquisition by the Corporation
of any property in pursuance of
its powers under section 3 of the
Statutory Corporations Act, 1964
(Act 232), the property may be
acquired for the Corporation under
the State Property and Contracts
Act, 1960 (C.A. 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 Corporation and for the cost
of such acquisition to be defrayed
by the Corporation.
PART II—OBJECTS OF THE CORPORATION
Section 3—Objects of the
Corporation
(1) The objects of the Corporation
are—
(a) to establish and operate a
nucleus oil palm plantation;
(b) to construct and operate palm
oil mills;
(c) to advise, supervise, give
credit and fruit collection
services to outgrowers and to
purchase the palm fruit produced
by such outgrowers;
(d) to carry out such other
activities as are incidental or
conducive to the attainment of the
foregoing objects.
(2) The Corporation may, for the
attainment of its objects and
without prejudice to the general
effect of sub-paragraph (1) of
this paragraph appoint licensed
buying agents to purchase the oil
palm fruit from the outgrowers on
behalf of the Corporation.
(3) The prices at which the
Corporation shall purchase the oil
palm fruit from the outgrowers
shall be fixed from time to time
in such manner as the Commissioner
may determine.
(4) This paragraph shall have
effect notwithstanding anything in
the Cocoa Marketing Board
Instrument, 1970 (L.I. 660).
Section 4—Corporation to Conduct
its Affairs on Sound Commercial
Lines.
The Corporation shall conduct its
affairs on sound commercial lines.
PART III—THE BOARD
Section 5—The Board.
(1) The governing body of the
Corporation shall be a Board of
Directors.
(2) The Board shall consist of—
(a) a Chairman and five other
members all of whom shall be
appointed by the National
Redemption Council; and
(b) the person appointed Managing
Director under paragraph 10 of
this Instrument.
(3) The Chairman and the other
members to be appointed under
sub-paragraph (2) (a) of this
paragraph shall be—
(i)
in the case of the Chairman, a
person nominated by the
Commissioner after consultation
with the Commissioner responsible
for Economic Planning;
(ii) the Director of Agriculture
or his representative;
(iii) the Director of Economic
Planning or his representative;
(iv) a representative of the
Attorney-General;
(v) a representative of the Kade
District Council; and
(vi) a representative of the
outgrowers.
Section 6—Qualifications and
Tenure of Members of the Board.
(1) No person shall be qualified
to be a member of the Board if—
(a) he has been sentenced to death
or to a term of imprisonment
exceeding twelve months without
the option of a fine or has been
convicted of an offence involving
dishonesty or moral turpitude and
has not in each case been granted
a free pardon, or
(b) having been declared an
insolvent or a bankrupt, under any
law for the time being in force in
Ghana or any other country, he is
an undischarged insolvent or
bankrupt, or
(c) he is adjudged to be a person
of unsound mind; or
(d) in the case of a person
possessed of professional
qualifications, he is disqualified
or suspended, otherwise than at
his request, from practising his
profession by the order of any
competent authority, made in
respect of him personally.
(2) Subject to the provisions of
this paragraph, members of the
Board other than the Managing
Director shall hold office for a
term of three years.
(3) Any member of the Board who is
a representative of any authority
or person by virtue of
sub-paragraph (3) of paragraph 5
of this Instrument shall cease to
be a member upon his nomination as
such representative being
cancelled in writing by the
authority or person responsible
for his nomination; and notice of
every such cancellation shall be
given to the Commissioner.
(4) Any member of the Board other
than the Managing Director may
resign his office as a member of
the Board by notice in writing
addressed to the Commissioner and,
without prejudice to the general
effect of sub-paragraph (1) of
this paragraph, the appointment of
any such member may be terminated
by the National Redemption Council
if the Council is satisfied that
it is in the public interest so to
do.
(5) Without prejudice to the
generality of sub-paragraph (4) of
this paragraph, the National
Redemption Council may remove the
Chairman or any other member of
the Board if the Council is
satisfied upon a certificate in
writing signed by not less than
two-thirds of the members of the
Board that the said member is
guilty of any serious misconduct
in respect of his duties as
Chairman or member of the Board.
(6) Where the office of a member
of the Board becomes vacant, the
Commissioner shall notify the
National Redemption Council of the
occurrence of such vacancy and, in
the case of a member other than
the Managing Director, where the
vacancy occurs before his term of
office expires under sub-paragraph
(2) of this paragraph, another
person shall, subject to the
requirements of this Part of this
Instrument, be appointed to fill
that vacancy.
(7) Subject to the provisions of
this Instrument, where any member
of the Board is incapacitated by
reason of his absence from Ghana
or illness or any other sufficient
cause from the performance of the
duties of his office, the National
Redemption Council may appoint
another person to hold office in
his place until the incapacity of
that person has terminated or
until the expiry of the term of
office of such member, whichever
first occurs.
(8) Every member ceasing to hold
office shall, unless otherwise
disqualified by this Instrument,
be eligible for re-appointment.
Section 7—Meetings of Board.
(1) The Board shall meet for the
despatch of business at such times
and at such places as the Chairman
may appoint but the Board shall
meet at least once in every three
months.
(2) The Chairman shall, at the
written request of the Managing
Director or not less than three
members of the Board, convene a
special meeting of the Board to
transact any extraordinary
business on a date specified in
the request.
(3) Where such request is made by
members other than the Managing
Director the request shall be
transmitted to the Managing
Director with a summary of the
business to be transacted at least
five working days before the said
date.
(4) The quorum of the Board at any
meeting shall be four which shall
include the Chairman or the
Managing Director or both.
(5) Every question proposed at a
meeting of the Board shall be
determined by a majority of the
votes of the members present and
voting, and in the event of an
equality of votes the person
presiding shall have a second or
casting vote.
(6) At every meeting of the Board
at which he is present the
Chairman shall preside and in his
absence, a member of the Board
elected by the members present and
voting from among themselves shall
preside.
(7) The minutes of every meeting
of the Board shall be recorded in
a register and signed by the
Chairman of the meeting after
confirmation.
(8) The Board may, at any time,
co-opt any person or persons to
act as an adviser or advisers at
any of its meetings, so, however,
that no person so co-opted shall
be entitled to vote at any such
meeting on any matter for decision
by the Board.
(9) The validity of any
proceedings of the Board shall not
be affected by any vacancy among
the members thereof, or by any
defect in the appointment of a
member thereof.
(10) Any member of the Board who
has any interest in any company or
undertaking with which the
Corporation proposes to enter into
any contract shall disclose the
nature of his interest to the
Board and shall be disqualified
from participating in any
deliberations and voting of the
Board in respect of such contract.
(11) Any person who contravenes
the provisions of sub-paragraph
(10) of this paragraph shall be
liable to be removed from the
Board.
Section 8—Allowances Payable to
Members of Board and Co-opted
Members.
The Board may pay to members of
the Board and also to persons
co-opted by the Board under
sub-paragraph (8) of paragraph 7
of this Instrument such
subsistence, travelling and other
allowances and at such rates as
the Commissioner may after
consultation with the Commissioner
responsible for Finance approve.
PART IV—MANAGEMENT AND STAFF
Section 9—Board to be in Control
of Policy of Authority.
The Board shall, subject to the
provisions of this Instrument,
have general control of the
management, property, business and
funds of the Corporation and any
other affairs and concerns
thereof.
Section 10—Managing Director.
(1) The Corporation shall have a
Managing Director who shall be
appointed by the National
Redemption Council on the
recommendation of the Commissioner
and subject to such terms and
conditions as may be specified in
his instrument of appointment.
(2) The Managing Director shall be
the Chief Executive of the
Corporation and shall, subject to
the control of the Board on
matters of policy, be charged with
the day-to-day direction of the
business of the Corporation and of
the administration and
organization and with the control
of all employees of the
Corporation.
(3) If the Managing Director is
absent from Ghana or is otherwise
incapacitated from performing the
duties of that office, the Board
may, unless otherwise directed by
the National Redemption Council,
authorise any employee of the
Corporation to perform those
functions until such time that the
Managing Director shall be able to
perform his functions under this
Instrument.
(4) The Managing Director may, in
order to promote efficiency,
delegate any part of the
day-to-day functions of the
Managing Director to any employee
of the Corporation so however that
the Managing Director shall not be
relieved of ultimate
responsibility for the due
discharge of any functions so
delegated.
Section 11—Execution of Contracts,
Etc.
(1) The use of the seal of the
Corporation shall be authenticated
by two signatures, namely—
(a) the signature of the Managing
Director or some other member of
the Board authorised by the Board
to authenticate the application of
the seal, and
(b) the signature of the Secretary
or some other officer of the
Corporation authorised by the
Board to act in the Secretary’s
place for that purpose.
(2) The Corporation may by
instrument in 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 situated
in Ghana; and every deed signed by
any attorney on behalf of the
Corporation and under his seal,
shall be binding on the
Corporation and have the same
effect as if it were under the
common seal of the Corporation.
(3) Any Instrument or contract
which, if executed or entered into
by a person other than a body
corporate, would not require to be
under seal, may be executed or
entered into on behalf of the
Corporation by the Managing
Director or any member of the
Board if such person has
previously been authorised by a
resolution of the Board to execute
or enter into that particular
instrument or contract:
Provided that if the Corporation
thinks it fit it may by writing
under its common seal appoint any
person outside Ghana as agent to
execute or enter into the
instrument or contract and the
instrument or contract if executed
or entered into on behalf of the
Corporation shall have effect as
if it had been duly executed or
entered into as prescribed for the
purpose of this sub-paragraph.
(4) Every document purporting to
be an instrument executed or
issued by or on behalf of the
Corporation and to be—
(a) sealed with the common seal of
the Corporation authenticated in
the manner provided by
sub-paragraph (1) of this
paragraph; or
(b) signed by and under the seal
of a person appointed as attorney
under sub-paragraph (2) of this
paragraph; or
(c) signed by the Managing
Director or by a member of the
Board or other person authorised
in accordance with sub-paragraph
(3) of this paragraph to act for
that purpose,
shall be deemed to be so executed
or issued until the contrary is
shown.
(5) The provisions of this
paragraph shall have effect
subject to the provisions of
paragraph 10 of this Instrument
and of section 12 of the Contracts
Act, 1960 (Act 25).
Section 12—Staff of Corporation.
(1) The Corporation may from time
to time engage such employees as
may be necessary for the proper
and efficient conduct of the
business and functions of the
Corporation.
(2) The Corporation may also
engage the services of such
consultants and advisers as the
Board may upon the recommendations
of the Managing Director
determine.
(3) Subject to the provisions of
this Instrument the Board shall be
responsible for the appointment,
discipline and removal of all
employees of the Corporation.
(4) The Board may delegate to the
Managing Director the power to
appoint, discipline and remove any
person in respect of a post in the
Corporation other than a senior
management post.
(5) The Board may also, upon the
recommendation of the Managing
Director, delegate to any other
officer of the Corporation the
power to appoint, discipline and
remove any person in respect of a
post in the Corporation other than
a senior management post and the
Board shall, if the Managing
Director so recommends, revoke
such delegation.
(6) Public officers may be
transferred or seconded to the
Corporation or may otherwise give
assistance thereto.
(7) In this paragraph the
expression "senior management
post" means any of the following
posts howsoever for the time being
described:
(a) the chief financial officer of
the Corporation;
(b) the nucleus plantation manager
responsible for implementation of
the plantation planting programme,
preparing budgets and progress
reports, organising in-service
training and supervising field
trials;
(c) the senior assistant
plantations manager responsible
for supervising the nucleus
plantation staff in carrying out
the nucleus plantation programme,
and
(d) the palm oil mill engineer in
charge of the operation of the
mill, organising fruit collection
for the nucleus plantation and
co-ordination with the staff of
the Corporation responsible for
the collection of fruit from
outgrowers.
Section 13—Secretary of
Corporation.
(1) The Corporation shall have an
officer to be designated as the
Secretary of the Corporation.
(2) The Secretary of the
Corporation shall act as Secretary
to the Board and shall, subject to
the directions of the Board,
arrange the business for and cause
to be recorded and kept minutes of
all meetings of the Board.
(3) The Secretary shall also
perform such functions as the
Board may by writing direct or as
the Managing Director may delegate
to him and shall be assisted in
his functions by such of the staff
of the Corporation as the Board
may on the recommendations of the
Managing Director direct.
Section 14—Internal Auditor.
(1) The Corporation shall have an
Internal Auditor.
(2) Subject to the provisions of
this Instrument, the Internal
Auditor shall be responsible to
the Managing Director for the
performance of his functions.
(3) As part of his functions under
this Instrument 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 Managing
Director.
(4) Without prejudice to the
general effect of sub-paragraph
(3) of this paragraph, 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 Corporation during the
period to which the report
relates.
(5) The Internal Auditor shall
send a copy of each report
prepared by him under this
paragraph to the Commissioner and
also to each of the following:—
(a) the Commissioner responsible
for Finance, and
(b) the Chairman of the Board.
Section 15—Annual Budget of
Corporation.
(1) The Corporation shall, not
later than two months before the
end of each financial year, cause
to be prepared and submitted to
the Commissioner for the approval
of the Government, an annual
budget or financial plan in
respect of the ensuing financial
year comprising estimates of
expected recurrent, development
and capital expenditure and also
of expected revenue of the
Corporation in the said financial
year.
(2) The budget or financial plan
shall be in such form as the
Commissioner may after
consultation with the Commissioner
responsible for Finance from time
to time approve.
(3) The Corporation shall forward
a copy of each budget or financial
plan submitted under sub-paragraph
(1) of this paragraph to the
Commissioner responsible for
Finance.
(4) The Commissioner may, after
consultation with the Commissioner
responsible for Finance, approve,
amend or recommend changes in any
budget or financial plan submitted
to him under sub-paragraph (1) of
this paragraph.
Section 16—Capital and Funds of
Corporation.
The Government may provide to the
Corporation as working capital and
also as moneys required for
carrying out the objects of the
Corporation such sums as the
Commissioner may, after
consultation with the National
Redemption Council, agree, being
sums requested by the Board from
the Government.
Section 17—Depreciation Fund.
(1) The Corporation shall have a
depreciation fund and for this
purpose the Corporation shall open
a Depreciation Reserve Account
with the Bank of Ghana.
(2) At the end of each financial
year, the Corporation shall
transfer to the credit of the
Depreciation Reserve Account all
amounts charged to profit and loss
account in respect of depreciation
for buildings, plant and
equipment, fixtures and other
fixed assets.
(3) Amounts so transferred to the
Depreciation Reserve Account shall
be utilized only to replace fixed
assets and equipment which are
worn out or have become obsolete.
(4) Expenditure in respect of
current repairs and in respect of
purchases of spare parts shall not
be met out of the Depreciation
Reserve Account but shall be
charged to the income and
expenditure account of the
Corporation for the financial year
during which the expenditure is
incurred.
Section 18—Corporation to Pay Sums
into Consolidated Fund.
Subject to paragraph 4 of this
Instrument, at the end of each
financial year, after the
Corporation has made provision for
bad and doubtful debts,
depreciation of assets,
contributions to staff and
superannuation funds and for other
contingencies, if any, such part
of the profits of the Corporation
remaining as the Commissioner,
after consultation with the Board
and with the Commissioner
responsible for Finance, may by
writing direct, shall be paid into
the Consolidated Fund.
Section 19— Borrowing Powers.
(1) The Corporation may obtain
loans and other credit facilities,
on the guarantee of the Government
from the National Investment Bank,
the Agricultural Development Bank
or from such other Bank as the
Commissioner and the Commissioner
responsible for Finance may
approve.
(2) Apart from the powers of the
Corporation under subparagraph (1)
of this paragraph, the Corporation
may, with the prior approval of
the Commissioner and the
Commissioner responsible for
Finance borrow money from any
other source.
(3) The Corporation may borrow
temporarily by way of overdraft or
otherwise, such sums as it may
require for meeting its current
obligations or discharging its
functions.
(4) The Commissioner responsible
for Finance may on behalf of the
Government, guarantee the
performance of any obligation or
undertaking by the Corporation
under this paragraph.
Section 20—Corporation to Keep
Proper Books of Accounts.
The Corporation shall keep proper
books of account and proper
records in relation thereto and
the account books and records of
the Corporation shall be in such
form as the Auditor-General may
approve.
Section 21—Financial Year of the
Corporation.
The financial year of the
Corporation shall be the same as
that of the Government.
Section 22—Audit.
(1) The books and accounts of the
Corporation shall each year be
audited by the Auditor- General.
(2) The Corporation shall pay in
respect of such audit such fee (if
any) as the Auditor-General and
the Board may agree.
(3) It shall be the duty of the
Board as soon as possible upon
receiving the report of the
Auditor-General under this
paragraph to forward a copy of
such report to the Commissioner.
(4) 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
paragraph.
Section 23—Annual Report, Etc.
(1) The Corporation shall, as soon
as possible after the expiration
of each financial year but not
later than the 31st day of October
immediately following the
financial year, submit to the
Commissioner an annual report
dealing generally with the
activities and operations of the
Corporation within that year which
shall, without prejudice to the
generality of the foregoing
include—
(a) a copy of the audited accounts
of the Corporation together with
the Auditor-General's report
thereon;
(b) each report submitted in
relation to that financial year by
the Internal Auditor under
paragraph 14 of this Instrument;
(c) a statement of all directions
given by the Commissioner to the
Corporation under paragraph 24 of
this Instrument within that year;
(d) such other information as the
Commissioner may by writing
request.
(2) A copy of the annual report of
the Corporation shall be sent by
the Managing Director to the
following:—
(a) the Commissioner responsible
for Finance;
(b) the Bank of Ghana;
(c) the Agricultural Development
Bank;
(d) the Commissioner responsible
for Economic Planning.
(3) The Corporation shall also
submit to the Commissioner other
reports on its operations as the
Commissioner may by writing
reasonably request from time to
time.
Section 24—Commissioner’s Power of
Direction and to Request
Information.
(1) Subject to the provisions of
paragraph 4 of this Instrument the
Commissioner may give general
directions in writing to the
Corporation on matters of policy
and the Corporation shall be bound
to comply with such directions
(2) The Managing Director shall
submit to the Commissioner any
information and documents relating
to the affairs of the Corporation
which the Commissioner may
reasonably request in writing.
Section 25—Bye-laws.
(1) The Board may make bye-laws or
other instruments for the purpose
of carrying into effect the
provisions and principles of this
Instrument and for regulating any
matter falling within the scope of
the functions of the Corporation
or which is required or authorised
by this Instrument to be provided
for by any such instrument.
(2) Without prejudice to the
general effect of sub-paragraph
(1) of this paragraph, the Board
may, subject to Social Security
Decree, 1972 (N.R.C.D. 127) make
bye-laws or other instruments
under that sub-paragraph for
providing the conditions of
service of the staff of the
Corporation including, if the
Board thinks fit, the operation of
a contributory provident fund.
Section 26—Exemption from Taxes.
The Corporation shall be exempted
from such taxes and duties as the
Commissioner responsible for
Finance may by writing direct.
Section 27—Interpretation.
In this Instrument, unless the
context otherwise requires—
“Commissioner” means the
Commissioner responsible for
Agriculture;
“outgrowers” means persons (other
than persons in the employment or
service of the Corporation)
cultivating or proposing to
cultivate oil palms on any part of
the land on which the Corporation
operates and on such other land
within the vicinity of any such
land as the Commissioner may
prescribe.
Section 28—Revocation.
The Ghana Oil Palm Development
Corporation Instrument, 1974 (L.I.
994) is hereby revoked.
COLONEL I. K. ACHEAMPONG
Chairman of the National
Redemption Council
Date of Gazette Notification: 17th
January, 1975.
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