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  GHANA OIL PALM DEVELOPMENT CORPORATION INSTRUMENT, 1975 (LI 1000).

 

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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