The principal forms of corporate/business organisations in Ghana are as follows.

Partnerships

A partnership is an association of two or more individuals who come together to carry on a business jointly for the purpose of making a profit. Partnerships are governed by the Incorporated Private Partnerships Act, 1962 (Act 152).

Companies

A company may be formed by one or more persons. Companies are governed by the provisions of the Companies Act, 2019 (Act 992). A company may be limited by shares, guarantee or unlimited, and can further be classified as a private, public or external company.

Unincorporated Associations

An unincorporated association is a group of individuals who unite for a shared objective, usually non-commercial in nature. Although the unincorporated association may be registered under the Companies Act, 2019, it does not have a legal identity separate from its members.

The principal legislation governing corporate regulation in this area is as follows.

• The Companies Act, 2019 (Act 992) replaces the Companies Act, 1963 and represents a major advancement in corporate governance standards for companies in Ghana.
• The Incorporated Private Partnerships Act, 1962 (Act 152), as amended, provides for the incorporation and registration of partnerships. It also requires partnerships to maintain proper books of accounts for their operations, among other obligations.
• The Corporate Insolvency and Restructuring Act, 2020 (Act 1015) establishes the legal framework for dealing with financially distressed companies. It provides mechanisms for temporary administration and restructuring aimed at rehabilitating distressed businesses.

Other industry specific legislation includes:

• the Security Industry Act, 2016 (Act 929), establishing the Securities and Exchange Commission (SEC), and the Securities and Exchange Commission Regulations, 2003 (LI 1728);
• the Banks and Specialised Deposit-Taking Institutions Act, 2016 (Act 930) and the Insurance Act, 2021 (Act 1061);
• the Statutory Corporations Act, 1964 (Act 232);
• the Ghana Investment Promotion Centre Act, 2013 (Act 865);
• the Listing Rules of the Ghana Stock Exchange (the “Listing Rules”); and
• the Anti-Money Laundering Act, 2020 (Act 1044).

Beyond these statutory provisions, a wide range of best practices has become embedded in Ghana’s corporate governance framework over time. For example, although the Act requires companies to hold annual general meetings (AGMs), many companies go beyond this minimum requirement by providing shareholders with more detailed disclosures, such as comprehensive financial reports and forward-looking business strategies ahead of the meeting. This practice enhances transparency, ensures informed shareholder participation and strengthens accountability beyond the basic statutory obligation.

Similarly, while the Companies Act, 2019 outlines the categories of persons qualified to serve as company secretaries, many companies prefer to appoint qualified lawyers who are in good standing with the Ghana Bar Association.

Public companies are required to publish their audited financial statements every year, which must include a detailed account of the company’s financial performance and disclose its majority shareholders as of the end of the year.

Only public companies are allowed to invite the public to purchase shares, and this can only be done after the company has filed a prospectus with the registrar. This regulation is strict and any unauthorised offer to the public to acquire shares constitutes an offence, with potential criminal liability for the individuals involved. Additionally, the Securities and Exchange Commission (SEC) has established guidelines to govern the public offering of securities, which include the following.

• The proceeds from any public offering or rights issue must be used exclusively for the purpose outlined in the offer document.
• The SEC will conduct ongoing post-IPO and post-rights issue monitoring to ensure that the funds are utilised as stated in the offer document.
• Issuers must disclose all fees paid to individuals or organisations involved in the IPO or rights issue process.

The Anti-Money Laundering Act mandates public companies issuing securities to comply with the Know Your Customer (KYC) procedures.

Additionally, the Whistleblower Act, 2006 (Act 720) encourages public companies to set up confidential systems for reporting misconduct or fraud. Whistle-blowers are protected against retaliation. However, companies are not legally required to implement this system.

Furthermore, the directors of public companies are elected during the company’s general meetings. At the first annual general meeting (AGM), all directors, except executive directors, are required by law to retire. At each subsequent AGM, one third of the directors must retire following a “first-come, first served” basis.

Public companies are prohibited from granting loans, offering guarantees or providing security for loans to their directors or the directors of any associated companies.

There have been recent changes to the listing requirements of the Ghana Stock Exchange. The changes introduce more strict financial thresholds, strong governance and disclosure obligations.

For the Main Market, companies must have at least GHS5 million in post-flotation capital, with at least 20% of shares held by the public. They must also have a minimum of 100 public shareholders and at least 100 million issued securities.

For the Ghana Alternative Market (GAX), which serves small and medium-sized enterprises (SME), must have a minimum stated capital of GHS1 million at the time of listing. The capital raised must be maintained and a public float of at least 20% of total issued securities must be ensured.

The current listing requirement calls for better checks on directors and management, and GAX companies must appoint a corporate adviser at least once every three years.

Companies are mandated to report price-sensitive information and issue updates every 30 business days if results differ by 20% or more.

The revised requirements clarify rules on share buybacks, voluntary and compulsory delistings and suspensions. Suspended companies are to report to the Ghana Stock Exchange (GSE) monthly. The GSE can place such entities on a watchlist for a period of up to a year where necessary.

Under the law, a company acts through its members (shareholders) in general meeting, board of directors or through officers or agents appointed by either the board of directors or shareholders as depicted in Act 992.

Members (Shareholders) in General Meeting

A person can become a member of a company through subscription, agreement, transfer of shares or operation of law.

The members can act in a matter in which the board of directors are disqualified or unable to act by reason of a deadlock on the board, ratify actions taken by the board of directors and make recommendations to the board as to actions to be taken by the board. The rights of the members may be personal or collective.

Board of Directors

The board of directors is the governing body responsible for ensuring the overall health and success of the company. Directors are entrusted with the responsibility of managing the company’s affairs by the shareholders. They stand in fiduciary relationship with the company, observe utmost good faith in transactions with or on behalf of the company and act in accordance with what they believe to be in the best interest of the company. Unless specified otherwise in a company’s constitution, the business is managed by the directors or their delegates.

Officers or Agents

Under Act 992, an officer is anyone involved in the company’s operations, including directors, the company secretary, employees, receivers, managers authorised by the company and liquidators appointed in accordance with the company’s procedures.

Securities and Exchange Commission (SEC)

The SEC, established by the Securities Industry Act, regulates the securities market in Ghana and ensures that public companies comply with the securities regime. The body monitors corporate governance compliance in listed companies and oversees the issuance of securities to the public.

Bank of Ghana

The Bank of Ghana regulates and supervises the banking and finance sector. It sets guidelines on board composition, risk management and internal controls ensuring transparency and accountability. The Bank of Ghana ensures compliance with these guidelines through regular inspections and reports.

Ghana Stock Exchange (GSE)

The Ghana Stock Exchange promotes corporate governance among listed companies and ensures fairness, transparency and accountability in the capital markets. The GSE sets standards for board composition, financial reporting and disclosure for listed companies. It monitors compliance with the rules. Companies that fail to meet the standards may be delisted or face penalties.

Shareholders

A company operates through its members (shareholders) at general meetings, which may either be an annual general meeting (AGM) or an extraordinary general meeting (EGM). At these meetings, shareholders play key decision-making roles including:

• approving dividends proposed by the directors;
• appointing and removing directors;
• altering the company’s constitution;
• determining the remuneration of auditors; and
• appointing and removing auditors.

In addition to these duties, major transactions require shareholders’ approval.

Major transactions as characterised by Act 992 are:

• acquiring or agreeing to acquire assets whose value exceeds 75% of the company’s total asset value before the acquisition;
• disposing of or agreeing to dispose of assets whose value exceeds 75% of the company’s total asset value before the disposal; or
• entering into transactions that result in the company gaining rights or taking on obligations, including contingent liabilities, amounting to 75% or more of its asset value prior to the transaction.

Board of Directors

The board of directors is responsible for the overall management and strategic direction of the company. Its key functions include:

• setting the company’s major policies;
• safeguarding and overseeing the company’s financial integrity;
• determining the company’s capital structure;
• deciding on management compensation; and
• recommending dividends for shareholders’ approval.

These responsibilities may be carried out by the entire board or delegated to some directors, but on behalf of the company. According to Act 992, the board of directors, when acting within its authority, is not bound by instructions of the members in general meeting. Minutes of board meetings are to be recorded and signed by the chairperson of the board.

The Registrar of Companies

The registrar plays a significant role in ensuring good corporate governance in Ghana by:

• deciding whether or not to register a company after reviewing its documents;
• accepting or rejecting filings based on compliance;
• imposing penalties or sanctions on companies that fail to comply with the law; and
• compelling a company to hold its AGM where it has failed to do so as required by law.

Bank of Ghana

The Bank of Ghana primarily exercises supervisory and regulatory functions over banks and other financial institutions operating within the economy. It ensures compliance with corporate governance standards, transparency and accountability and performs this duty by:

• setting rules that banks and financial institutions must follow – this includes corporate governance codes, capital requirements, and risk management standards;
• granting or revoking licences for banks, savings and loans companies, and other financial institutions;
• appointing and rejecting key appointments such as CEOs, board members and senior managers based on “fit and proper” criteria; and
• issuing warnings, requiring changes in management or the board, placing a bank under administration, or supporting mergers and restructuring.

The Security and Exchange Commission (SEC)

The SEC ensures corporate governance in listed companies mainly through regulations, supervision and enforcement as follows:

• approving companies before they are listed on the GSE and monitoring their compliance after listing;
• ensuring listed companies publish accurate and timely financial reports and other important information to ensure transparency;
• conducting regular reviews and inspections to check whether companies are following governance rules; and
• investigating misconducts and imposing sanctions such as fines, suspension of trading, or other penalties for non-compliance.

Ghana Stock Exchange

The GSE helps ensure good corporate governance mainly through the following:

• assessing and approving companies before they are listed, based on governance, financial and disclosure standards;
• continuously monitoring listed companies to ensure they comply with listing rules and governance requirements;
• requiring timely, accurate and full publication of financial and other material information;
• suspending trading in securities where companies breach rules or fail to meet obligations; and
• sanctioning companies or their directors for violations of listing rules or misconduct.

The rules governing decisions made by the directors are typically set out in a company’s constitution. These rules include requirements relating to meetings, voting procedures and the quorum necessary for a valid directors’ meeting. Generally, decisions of the board are made at meetings by majority vote. However, Act 992 permits directors to make decisions without holding a formal meeting. In such cases a written resolution signed by all directors is considered valid and effective, as though it had been passed at a duly convened meeting.

Decisions of a company’s members are made at general meetings, where all members are entitled to vote. Resolutions passed at these meetings are binding on both the members and the company itself. General meetings may be convened by the directors, members, or officers acting through the Registrar or the courts. Additionally, a member may, upon giving notice to the company, appoint a proxy to attend and vote on their behalf at a general meeting.

The Companies Act 2019 regulates the structure of the board of directors of corporate bodies in Ghana. In Ghana, a board of directors may be either executive or non-executive. Every company in Ghana must have at least two directors and one of these directors must be ordinarily resident in Ghana. A company constitution may limit the number directors of a company; however, the minimum number of directors must not be less than two.

Directors and company officers face penalties if the company transacts business for four weeks while the number of directors is below two. Directors are appointed by the members for a fixed term and, in the case of a vacancy, the other directors may continue to act except when the number of directors falls below two.

It is not mandatory for directors to hold company shares unless the constitution of the company specifies otherwise. Directors may appoint substitute and alternate directors, who must abide by the requirements set out in Act 992 and the company’s constitution.

The Companies Act does not assign specific roles to board members. However, in practice, directors are in charge of day-to-day management of the company and they could serve on subcommittees of the board and undertake specific tasks. A director of a company is required to act in good faith towards the company in every transaction. Also, a director is required to act in the best interest of the company and promote the purpose of the company in a manner that is faithful, diligent, careful and skilful.

The Companies Act, 2019 (Act 992) requires that each board has a minimum of two directors. The Act recognises various categories of directors, including substitute directors, alternate directors, executive directors and managing directors. The board must have a company secretary who, though not a director, works with the board to navigate the corporate governance framework and ensure the company adheres to it.

The board of directors appoints one of their number as a chairperson who presides over meetings of the board. Maintaining a mix of professionals in the board’s composition is recommended: for instance, accountants/financial types, lawyers, at least one relevant industry specialist, and those with experience in the human resources or IT sectors. For efficiency and attention to detail, board committees are useful. It is also recommended that the board has an uneven number of members to avoid gridlock. Where an even number exists, the chairperson is usually given a casting vote.

Directors of a public company may cease to be directors due to the rotation procedure set out in the Companies Act. At the first AGM of a public company every director must retire, and one third of directors retire at the AGM in the subsequent year.

In other companies, directors are appointed by members at a meeting and are removed at the AGM. Directors are appointed by shareholders, and the constitution of a company may also provide for the appointment of a director/directors by a class of shareholders, debenture holders, creditors, employees or any other person.

Prior to their appointment, prospective directors must provide their consent and also make a statutory declaration that:

• within the preceding five years, they have not been charged with or convicted of an offence involving dishonesty or fraud;
• they have not been a director or senior manager of a company that has become insolvent; and
• they have not been charged with or convicted of a criminal offence relating to the incorporation and promotion of a company.

A company can remove any or all directors from the board if they have been disqualified from acting in that capacity. Directors are removed by ordinary resolution at a general meeting by the shareholders.

The Companies Act requires that a resolution to remove the director shall not be moved at a general meeting unless notice of this resolution has been given to the company a minimum of 35 days before the meeting at which the resolution is to be moved. The board may remove the company secretary, without prejudice to the secretary’s right to damages where a breach of contract is occasioned in so doing.

Article 284 of the 1992 Constitution provides that public officers shall not put themselves in a position where their personal interest conflicts or is likely to conflict with the performance of the functions of their public office.

Board directors are required to disclose to the company any potential conflict of interest between themselves and the company. Such information, disclosed in writing or at a meeting of the board, will be recorded in the Interests Register. Failure to make this disclosure attracts a fine. Act 992 further requires directors to exercise independent judgement and, in addition, they are precluded from using their positions or company money/property except for the prescribed usage listed in Act 992 or the company’s constitution.

Further, directors may not utilise for personal gain any confidential information obtained in their capacity as director, and must not be directly beneficially interested in a business which competes with that of the company, nor have personal or indirect interests in any contract or transaction other than those provided for in the Act 992.

Accordingly, unless a company consents, directors shall not place themselves in a position in which their duty to the company potentially conflicts with their personal interest or duties to other persons. The law makes exceptions: the duty of a director to avoid conflict is not infringed if they have the board’s consent, have fully disclosed their interests early on, and have not voted in any board meetings pertaining to the decision in which the director does have an interest.

Provided they have the company’s consent, a director may enter into a potential conflict of interest relationship concerning the company, notwithstanding potential legal fallouts: for example, a derivative action. Regardless of its public or private status, consent by the company is mandatory in this context. In private companies, this can be done when there are no provisions in the company’s constitution prohibiting authorisation. For public companies, authorisation can be given if the company’s constitution permits the board to authorise the action.

Directors

Directors owe their fiduciary duties solely to the company itself as they hold a position of trust. Directors are expected to act in good faith and in the best interest of the company at all times. This involves preserving the company’s assets as well as furthering the company’s business interests. For instance, they are prohibited from taking the company’s assets for personal benefit.

The standard expected of directors encompasses the necessity to consider the consequences of any actions they take, and maintain high standards and a good brand reputation. According to the Second and Third Schedules to the Companies Act, 2019, the directors shall manage the business of the company. During the pre-incorporation stage, they are authorised to make payments from the company’s coffers for all expenses incidental to promoting and registering the company.

Directors exercise the powers of the company, including borrowing money, charging property and the issuance of debentures. Directors are entitled to enter into a contract with the company, notwithstanding the need to maintain independence as provided in Section 192 of Act 992. The Act further states that such contracts cannot be avoided, nor shall a director be made to account for profit from it, merely due to the director being in a fiduciary relationship with the company.

The board may appoint one among them to any other office in the company, including that of managing director, save the office of auditor. The directors can also revoke that appointment.

Secretaries

The company secretary is an officer of the company and, unless the company’s constitution provides otherwise, is appointed by the directors. The directors also set the terms, remuneration and conditions service of the secretary. The secretary can be removed by the board of directors as they deem fit. To qualify as a company secretary, an appointee should have obtained a professional qualification that provides them with the relevant experience and knowledge to execute their duties. Such an appointee should either be enrolled to practice and be in good standing as a barrister or solicitor in Ghana, be a member of a professional body or have the requisite academic qualifications necessary for the role. Alternatively, they should have held office prior to the appointment, as a company secretary trainee, or have worked under the supervision of a qualified company secretary for at least three years.

Moreover, an appointee in good standing of the Institute of Chartered Accountants Ghana or the Institute of Chartered Secretaries and Administrators qualifies to be a company secretary.

The statutory duties of the company secretary include:

• assisting the board to comply with the constitution of the company;
• keeping the books and records;
• ensuring the meeting minutes are properly recorded as required by the Act; and
• preparing and issuing notices in the name of the company.

The directors are accountable to various stakeholders, namely, the company as an entity, the shareholders and the Registrar General. The Companies Act, 2019 (Act 992) provides that directors hold a fiduciary relationship with the company and are mandated to act in the company’s best interest. They must also consider the impact of their actions on the shareholders, the employees of the company, the community at large and the environment.

When appointed by a special class of members, employees or creditors, directors may “give special but not exclusive consideration” to their interests as well (Section 190). Directors are also accountable to the Registrar of Companies, as they can be penalised for misrepresenting themselves or for providing false information. Directors can also be prosecuted for criminal offences they were responsible for, had knowledge of or were complicit in.

When a director breaches their duties, the director and any other person who knowingly committed the breach must compensate the company for any loss the company suffers as a result. The director shall also disclose any profits made from the wrongful transaction. Finally, the company reserves the right to terminate any transaction or contract entered into between the director and the company, in breach.

Where there has been a breach, the company or member of a company (ie, shareholders) can institute legal proceedings to enforce liabilities, restrain a threatened breach or recover property from the director. A company can do the above on the authority of the board of directors, a receiver and manager or liquidator, or via an ordinary resolution of the company which has been agreed to by the members. A legal challenge can also be brought in the form of a representative action by a class of shareholders with leave of court.

Another legal option open to shareholders and directors is a derivative action. After seeking leave from the court, any of the above parties can bring a derivative action in the name of the company against any party (including another director of the company). Wilfully providing a false statement to the Registrar of Companies is an offence liable to a fine.

The enforcer of these sanctions is the Registrar of Companies.

A director’s liability for their actions can be limited to the extent they comply with the company’s constitution and the Companies Act, 2019, and by generally performing their duties to the best of their ability.

A director’s failure to live up to their responsibilities may leave them open to legal liabilities. The following are some bases for a directors’ liability:

• breaching of fiduciary interest;
• failing to act in the company’s best interest;
• failure to adhere to the company’s constitution;
• acting outside the limits of their power;
• making biased decisions;
• failing to disclose potential conflicts of interest or placing themselves in potentially conflicting positions without the company’s consent; and
• making false declarations to the Registrar General.

Subject to the above, shareholders, other directors (via derivative action) or the company itself can institute legal proceedings against directors.

The Companies Act states that fees and any other remuneration payable to the directors shall be determined from time to time by an ordinary resolution of the company and not by any other agreement. Directors are paid their travelling expenses properly incurred from attending board meetings or committee meetings or performing obligations in connection with the company. The registered constitution of a company may provide for the payments of the following to directors: compensation for loss of income as a director or former director, insurance and other indemnities.

In the case of a director losing their office, compensation must first be approved by the shareholders. In the event of a takeover, if a director (who owns shares) is offered a higher price for their shares than other shareholders, the director must ensure that this fact is included in the notification sent to other shareholders.

Finally, compensation for directors is subject to income tax.

A person who agrees to become a member of a company undertakes to make a contribution to its capital either in kind or in cash. In Ghana, there are four ways of becoming a member of a company:

• by subscribing to the documents for the Registrar of Companies;
• by agreeing with the company to become a member;
• by transferring shares from another member; or
• by operation of law.

Act 992 specifies that a shareholder is a member of the company. As a result, shareholders collectively own the company, which confers on them the right to appoint directors. Membership of a company registered with shares continues until a valid transfer of the shares held by the specific member is registered by the company. Shares are transferred by operation of law to another person or forfeited for non-payment of calls, or on the death of a member.

Shareholders have the right to attend and vote at AGMs. Subject to the company’s constitution, the right to vote may depend on whether members have paid any sums of money required in respect of the shares allocated to them. Companies are also required to keep a register of members within the jurisdiction; this will be managed by the company secretary and includes the names, addresses and, where relevant, a statement of shares held by each member.

Shareholders can act for the company through general meetings, alongside the board of directors, officers and agents. Notably, unless the constitution of a company provides otherwise, the board of directors is not bound to comply with the directions of the shareholders. Furthermore, shareholders may act in a matter if the members of the board are disqualified, stuck in a deadlock, or otherwise. They may institute legal proceedings in the name of the company if the board of directors neglect to do so, can ratify or confirm an action taken by the board of directors, and can make recommendations to the board of directors.

The shareholders, moreover, can exercise their rights further by passing a written resolution signed by all members eligible to vote, outside a general meeting. However, this procedure is not valid where the object relates to the removal of a director or auditor. The latter can only be effected by a resolution passed at a general meeting.

The Office of the Registrar of Companies (ORC) maintains records of registered companies, including information about shareholders. Shareholder details are available to the public upon request through a formal search process. A company search at the ORC is conducted by submitting a formal request and the payment of the applicable fee.

Shareholders may exercise the powers given to them by the Companies Act and company’s constitution with regard to company management. However, except as specified in the company’s constitution, the board of directors largely manages the business of the company. Shareholders have the right to attend the company’s general meeting and speak and vote on resolutions at the meeting; they also have the power to appoint and remove auditors and directors. In the event of a company winding up, shareholders must pay the balance of the shares they hold in accordance with the terms of the agreement under which the shares were issued.

In the event of a winding-up, shareholders are required to contribute funds sufficient for the payment of debts and liabilities of the company and for the expenses of the winding-up. According to Section 40 of Act 992, past members are not liable to contribute to the latter unless a court finds that the existing members are unable to satisfy the required contributions.

In the general management of the enterprise, shareholders have the power to approve “major transactions”. Companies can only enter these transactions if approved by special resolution of the shareholders. Should any shareholder vote wholly against the transaction, that shareholder is entitled to have their shares bought, if they elect to sell. Shareholders can also approve compensation and retirement packages for auditors and directors.

A company is required to organise AGMs in addition to any other meetings at least once every year. AGMs must be held each year and not more than 15 months apart. However, if the company’s auditors and members (those entitled to attend and vote) agree in writing that the AGM shall be dispensed with in a given year, the company is allowed to waive the meeting for that year; if the meeting is not held due to the above reason, the Registrar of Companies may give directions as they deem fit.

The AGM shall be held not earlier than 21 days after the financial statements, the consolidated financial statements, and the reports of the directors and auditors on the financial statements of the company have been dispatched to members and debenture holders of the company. The financial statements and the reports shall be laid before the AGM for consideration.

Where meetings are called, 21 days’ prior notice must be given. The business of a meeting must be stated in the notice. Unless a company’s constitution says otherwise, shareholders are entitled to attend and vote at general meetings.

New Companies

A newly incorporated company has up to 18 months within which to hold the first AGM. Such AGM must be held at least 21 days after the company’s financial statements and the reports of the directors and auditors on the financial statements of the company have been sent to members and debenture holders of the company. These financial statements and reports shall be presented at the meeting.

When a company passes a resolution postponing the date of the AGM, a copy of said resolution must be forwarded to the Registrar of Companies. If an AGM is not held in accordance with the aforementioned conditions, the company is liable to pay an administrative penalty of 150 penalty units to the Registrar. Further, unless a company’s constitution states otherwise, members are entitled to vote by proxy. If it is unfeasible to conduct or call a meeting in the manner prescribed by the company’s constitution, either a director, member or the Registrar may apply to the court to conduct the meeting in a manner the court considers fit.

Shareholders

Shareholders are also entitled to attend extraordinary general meetings. Extraordinary meetings are convened at the board’s discretion, as well as when there are not enough directors within the jurisdiction capable of acting to form a quorum. Unless a company’s constitution states otherwise, these meetings will be held in Ghana.

Regardless of what may be stated in a company’s constitution, on the requisition of two or more members or a single member holding 10% of shares, a company can convene an extraordinary general meeting.

Minutes and Electronic Meetings

Section 166 of Act 992 provides that the minutes of general meetings shall be recorded in a book reserved specifically for that purpose. Minutes should be signed by the chairperson of the meeting (where a company defaults in this directive, the company and each officer therein is liable to pay the Registrar a penalty of 250 units).

A company shall circulate meeting resolutions and supporting circulars to members. The proceedings at these meetings are governed by the Companies Act, 2019 except for those sections in which provisions are made for governance by the company’s constitution.

All meetings of the company can be conducted electronically. Similarly, the books and registers subject to inspection can be maintained in either electronic or manual format. The Registrar General has provided guidelines for the conduct of virtual AGMs of companies, of which notice must be submitted to the head office in Accra or any of the regional offices. Notices of such meetings must be sent to every member electronically in accordance with the provisions of each company’s constitution.

A director’s failure to live up to their responsibilities establishes the basis for claims against them. Examples of bases for claims include the following:

• breaching their fiduciary interest;
• failing to act in the company’s best interest;
• failing to adhere to the company’s constitution;
• acting outside the limits of their power;
• making biased decisions;
• failing to disclose potential conflicts of interest or placing themselves in potentially conflicting positions without the company’s consent; and
• making false declarations to the Registrar General.

Subject to the above, shareholders can institute legal proceedings against the directors. They can also bring a representative action against the directors or apply for the leave of court to bring a derivative action.

Shareholders are not obliged to make general public disclosures of their holdings. However, they are required by tax laws to make disclosures of their earnings from investments in companies to the Ghana Revenue Authority for taxation purposes. Shareholders typically pay 8% income tax on their dividends.

Foreign directors are required to pay this too, unless their country has a dual-tax treaty with Ghana, in which case they may pay a reduced level of income tax. If the shares of a shareholder (or a group thereof) in a publicly traded company amounts to 35% or more of the total shares, they must disclose this to the remaining shareholders. It should also be noted that the names of majority shareholders are usually included in the mandatory publication of the notes to the audited financial statements of public companies.

The general threshold is that a person who has direct or indirect interest of 10% or greater in a company must be registered as a beneficial owner. For companies operating in the high-risk sectors, the threshold for reporting beneficial ownership is 5%.

Act 992 provides that every company is required to keep a register of members and beneficial owners and to furnish the Registrar General with the particulars of its members first at registration and subsequently to do so on an annual basis in its annual returns filed with the Registrar General.

In the annual returns, the company is also required to indicate which of the beneficial owners are politically exposed persons.

The objective of providing particulars of beneficial owners, as well those who might be politically exposed persons, is to promote good governance and accountability in companies and to support efforts to minimise and ultimately eradicate the risk of money laundering and consequential ills such as the financing of terrorism, financing the proliferation of weapons of mass destruction and other transnational organised crimes. The strategy also seeks to stem the flow of tainted monies into Ghanaian companies.

Section 13 of Act 992 provides that an application for incorporation of a company must include particulars of all persons who are beneficial owners. Where the persons who are recorded as shareholders of the company are not the beneficial owners of the shares, the company is required under Section 35 to also record the particulars of the beneficial owners of the shares in the Register of Members and to furnish the Registrar of Companies with these particulars within 28 days after being entered in the Register of Members. Particulars of beneficial owners are also to be provided in the company’s annual returns filed pursuant to Section 126 of Act 992.

The Ghana Stock Exchange (GSE) requires shareholders in listed companies to release information to the public relating to their stock holdings at least 48 hours after the transaction occurs. The GSE’s Listing Rule 55 stipulates:

• a person irrespective of nationality who purchases or sells shares in a listed company shall inform the market when their holding attains, exceeds or falls below each 5% threshold, starting from 10% through 15% and 20% up to 50% plus one share; and
• the disclosure shall be made in a press release to the market not later than 48 hours after the transaction.

Companies are subject to mandatory annual and periodic financial reporting requirements governed primarily by the Companies Act, 2019 (Act 992). These requirements vary depending on the status of the company (ie, either public (listed) or private) and specific industry regulations.

Financial reports and other periodic reports are as follows:

• statement of financial position;
• statement of comprehensive income;
• statement of changes in equity;
• statement of cash flows;
• notes to the consolidated financial statements;
• directors’ report;
• report of auditors;
• filing of tax returns and VAT returns; and
• Social Security and National Insurance Trust (SSNIT) report.

Every company registered in Ghana is mandated by law to file an annual return and audited financial statements with the Office of the Registrar of Companies (ORC), which include the above-mentioned financial reports. Some of these reports are to be submitted quarterly, semi-annually and annually depending on the regulation industries. Newly registered companies are exempted for the first year until 18 months of incorporation.

The laws require that financial reports are prepared according to all the relevant accounting and reporting standards accepted by the Institute of Chartered Accountants, Ghana.

The directors’ report, detailing the performance and activities carried out and the future outlook, must be approved by the board and attached to the accounts. There are also specific requirements for public companies (listed companies) to publish summarised financial statements every quarter. Again, an audited annual financial statement must be submitted to the SEC within three months after the close of the financial year.

Companies are mandated by law to file annual and periodic tax returns with the Ghana Revenue Authority (GRA) within four months after the end of the financial year and 15 days after the end of the quarter. Employers (companies) must file Pay-As-You-Earn (PAYE) returns within 15 days after the end of each month. Taxpayers (companies) are also required by law to submit VAT returns monthly, and quarterly for compliance. Other regulatory requirement involves SSNIT monthly contribution and reports for all employees.

A wide range of countries have adopted corporate governance arrangements, for which regulators have issued policies and directives. Corporate governance discloses the contemporary performance and future outlook of companies.

In Ghana, under the Companies Act, 2019 (Act 992), directors must circulate a directors’ report covering governance arrangements, organisation charts and board performance, which must be attached to the financial statements and followed by the independent auditor’s report.

Regulated Financial Institutions (RFI) follow Bank of Ghana’s stringent directives on disclosure, which mandates these (RFIs) to place their corporate governance report specifically between the directors’ report and the independent auditor’s report in the audited financial statements.

The Securities and Exchange Commission (SEC) of Ghana has the Corporate Governance Code for listed companies that mandate such companies to attach the directors’ report to the audited financial statement before the independent auditor’s report.

There are thematic areas of disclosure requirements, as follows.

• Corporate governance statement – Listed companies are often required to include a specific section in their directors’ report detailing their governance frameworks.
• Compliance statement – Companies must state the extent of their compliance with regulatory requirements.
• Board structure and ethics – This aspect of disclosures particularly includes information on the board of directors, committees, and company codes of ethics.
• Risk management – It is very important that governance reporting includes information about the company’s internal controls and risk management frameworks.
• Voluntary disclosure – Companies may also decide to include voluntary disclosures on governance to build and attract investor confidence.

The paramount body responsible for companies’ incorporation and registration is the Office of the Registrar of Companies (ORC). Although the ORC handles the legal formation of the entity, other statutory bodies – such as the Ghana Revenue Authority, the Social Security and National Insurance Trust (SSNIT), the Ghana Investment Promotion Centre (GIPC) and the Food and Drugs Authority (FDA), among others – also play vital roles in the overall registration process to ensure a business is fully compliant and legally authorised to operate.

Primary Registration Bodies

The primary registration bodies are as follows.

• Office of the Registrar of Companies (ORC) – The ORC is the main government agency that is mandated to manage the incorporation or registration of all companies, including those limited by shares, limited by guarantee, and external companies. It also manages the registration of business names and partnerships.
• Ghana Revenue Authority (GRA) – The GRA plays two important roles in registration. First, all businesses are mandated to obtain a taxpayer identification number (TIN) for the company and its directors before the commencement of registration with the ORC. Secondly, after registration with the ORC is completed, companies are required to subsequently register for corporate taxes and value added tax (VAT).

After legal incorporation at the ORC, businesses must register with the following statutory bodies.

• Social Security and National Insurance Trust (SSNIT)– Companies with employees are required to register with SSNIT and pay monthly social security contributions.
• Municipal or district assemblies – A business must obtain a business operating permit (BOP) from the local assembly where its premises are located.
• Ghana Investment Promotion Centre (GIPC) – It is mandatory for a company with foreign ownership to register with (GIPC). It certifies the company and verifies minimum capital requirements for foreign investors.

Depending on companies’ business activities, further mandatory registrations with specialised regulators are required.

Mandatory Filings

All registered companies are required by law under the Companies Act, 2019 (Act 992) to make several mandatory filings with the Office of the Registrar of Companies, to maintain legal status and compliance.

• Annual returns/confirmation statements – Part of the mandatory annual filings, these confirm or update essential company information, including registered business address, company secretary details, directors, and shareholder information.
• Audited financial statements – Companies are required to submit audited annual financial statements and reports.
• Annual renewal – A mandatory requirement for all registered companies, which must pay a fee and renew their registration annually.
• Changes in management/structure – Companies are required by law under the Companies Act, 2019 (Act 992) to notify the ORC on any changes in the company with regards to structure or management of the company. These include:
1. change of directors/secretary, eg, the resignation or appointment of directors or the company secretary;
2. change of registered office address;
3. change in shares/capital structure; and
4. special resolutions, eg, filing any special resolutions passed by shareholders, such as changing the company name or altering the constitution.
• Beneficial ownership information – Updated information regarding the individuals who own or control the company must be filed.

Key consequences of failure to file include the following.

• Monetary penalties – Companies incur a penalty of GHS1,000 for failure to file annual returns, which is in addition to the annual filing fee.
• Beneficial ownership fines – A penalty of GHS500 is imposed on companies that fail to file their Beneficial Ownership (BO) information.
• Striking off the Register – Persistent failure to file results in the company’s name being deleted (struck off) from the register, effectively dissolving the legal entity.
• Daily penalties and fines – Directors and officers can be fined 25 penalty units per day of default.
• Operational disruptions – Companies in default may face restrictions on obtaining public contracts or conducting business due to being inactive on the portal.
• The Office of the Registrar of Companies (ORC) under the Companies Act, 2019 (Act 992) possesses supervisory and regulatory powers over companies, and the power to enforce corporate compliance and transparency, and manage the life cycle of companies from incorporation to winding up.

Companies Registry Supervisory Powers

Some key supervisory powers of the Companies Registry in Ghana include the following.

• Registration and licensing – The ORC has the sole authority to register and regulate limited liability companies, partnerships, sole proprietorships and external companies (foreign companies operating in Ghana).
• Regulatory compliance and audits – The Registrar conducts regular audits and checks to ensure compliance with Act 992. This includes verifying that companies adhere to their statutory obligations, such as filing annual returns and financial statements.
• Investigation and inquiries – Under Section 228 of Act 992, the Registrar has the power to issue written orders compelling companies to produce books for inspection and to initiate investigations into company affairs, whether on its own initiative or following complaints from members, directors or the courts.
• Beneficial ownership monitoring – The ORC is mandated to maintain a Central Register capturing the beneficial ownership (BO) of legal entities to reduce risks of money laundering and terrorism financing. Companies must submit BO information to the Registrar within 28 days of registration or changes.
• Appointment of officials – The Registrar is empowered to appoint inspectors, receivers or managers to ensure effective compliance, and to act as the official liquidator.
• Name and record control – The Registrar has the discretion to refuse the registration of names deemed misleading or undesirable. They can direct a company to change its name and, in cases of default, unilaterally change the company’s name in the register.
• Enforcement and penalties – The Registrar can impose administrative penalties on companies and officers for breaches of Act 992, such as failing to file annual returns, failing to hold annual general meetings (AGMs) or failing to notify the Registrar of changes in registered details.
• Striking off and liquidation – The Registrar is responsible for striking the names of non-compliant or defunct companies off the register.

The negative impact of money laundering on the global economy cannot be overlooked. Money laundering destabilises financial systems, distorts market prices and promotes criminal activities.

Many countries have established robust measures to curb money laundering activities, Ghana included. Companies in Ghana are subject to stringent Anti-Money Laundering (AML) reporting requirements, primarily governed by the Anti-Money Laundering Act, 2020 (Act 1044). These obligations are applied to accountable institutions, which include banks, financial institutions, fintechs, mobile money operators, and designated non-financial businesses and professions (DNFBPs).

Currently, the regulatory environment focuses on effective, risk-based compliance, with reporting centralised through the Financial Intelligence Centre (FIC).

Thematic reporting requirements are as follows.

• Suspicious transaction reports (STRs) – Any time a transaction is found to raise suspicion of terrorism financing or crime, or be very unusual, the designated or accountable institutions shall within 24 hours file suspicious transaction reports to the Financial Intelligence Centre through the official defined platforms.
• Cash transaction reports (CTRs) – The Financial Intelligence Centre has set thresholds for mandatory daily reporting for all cash transactions. For example GHS50,000 is set for the banking and securities sectors. For the insurance sector, cash transactions of GHS5,000 and above must be reported to the Financial Intelligence Centre.
• Currency declaration report (CDR) – It is mandatory for travellers to disclose physical cash, which must not exceed the limit at entry points, such as airports and borders, and must be reported.
• Beneficial ownership disclosure – Companies must identify and disclose their ultimate beneficial owners to the ORC.
• Compliance reporting – Financial institutions, on adhering to their regular reporting requirements, must submit regular compliance reports to their sector regulators (Bank of Ghana, Securities and Exchange Commission, etc).

Local regulation in Ghana has a solid basis in the Anti-Money Laundering Act, 2020 (Act 1044), backed by guidelines from the Financial Intelligence Centre (FIC) and Bank of Ghana (BOG), placing the ultimate responsibility for anti-money laundry compliance on the board of directors. Boards are required to adopt a risk-based method ensuring that internal controls are effective, documented and regularly tested for compliance.

The regulatory requirements for the board’s oversight are as follows.

• Formal approval for compliance programme – Boards must have a comprehensive operational Anti-Money Laundering and Countering the Financing of Terrorism Compliance Programme. Boards are required to establish internal control systems to obstruct companies from being used for money laundering.
• Oversight of principal personnel and reporting – Boards are required to appoint a senior officer as AML reporting officer. Boards are to receive periodic reports on operations, risk assessment and effectiveness of the AML framework from the reporting officer.
• Fiduciary duties – Boards are to ensure continuous compliance with AML policies. Customer due diligence and transactions must be managed effectively for future auditing. The AML compliance programme must be subjected to independent testing for its effectiveness.
• Personal liability –
1. Failure by the board to allocate adequate resources or to establish appropriate oversight can lead to severe penalties, including fines of lower limit of 500 and upper limit of 20,000 penalty units for directors.
2. Upon failure to deliberate and approve key AML/CFT compliance policies, procedures or programmes or any other AML/CFT, directors face not less than 500 penalty units and not more than 20,000 penalty units.
3. Failure by the director of human resources to undertake adequate screening when hiring an employee and during employment of that employee shall attract penalty units of not less than 500 and not more than 20,000 penalty units.

It is a legal requirement in Ghana for companies to appoint an external auditor to examine and verify their financial statements. It is explicitly stipulated that external audits are a statutory requirement for companies operating in Ghana. Failure to comply with this requirement can lead to penalties for regulatory non-compliance.

Generally, appointments are made by an ordinary resolution of the company at the AGM. Where a company fails to appoint an auditor, the Registrar of Companies can make the appointment. Again, public companies and regulated companies seek approval from the SEC for the appointment.

However, according to directive number 5 issued by the ORC, there are exemptions and waivers for small and medium-sized companies whose revenue or assets are GHS400,000 and between GHS400,001and GHS10 million, respectively. Alternatively, these companies may be required to undergo a limited review engagement or provide a brief report on financial statements prepared by the internal auditor, adhering to all relevant standards adopted by accounting bodies.

It is important to state that the exemption clause excludes small companies that are part of larger corporate groups.

The relationship between a company and its auditor is governed by:

• the Companies Act, 2019 (Act 992);
• Securities and Exchange Commission guidelines; and
• Professional Accounting Standards and Corporate Governance Codes.

These frameworks set out the rules aimed to ensure the following:

• appointment is devoid of disqualification;
• independence, accountability or opinion on financial statements is expressed;
• mandatory rotation or tenure, intended to reduce familiarity risks; and
• clarification of auditor’s legal duties.

Appointment processes are enshrined in the Companies Act, which defines the legal duties, powers, rights and appointment processes for auditors in Ghana. The SEC publishes guidelines for the appointment of auditors of public companies. As aforementioned, the appointment of an auditor is made by ordinary resolution at the AGM.

Mandatory rotation of the auditor is required and backed by the legal framework. An auditor can only hold office for a maximum of six years and is eligible for reappointment only after a cooling-off period of not less than six years.

The professional qualified auditor must be a member of the Institute of Chartered Accountants, Ghana (ICAG) or another recognised professional body, and hold a valid practice certificate. The auditor cannot be an employee or officer of the company, or an associated company. Auditors must be independent of the company, complying with all the various auditing, accounting and financial reporting standards.

The framework provides guidelines for conflict of interest. It prohibits an auditor of a company from having personal relationships or financial involvement with a client or the company (eg, shareholding, among others). The objective is to ensure the personal judgement of the auditor is not impaired.

The duties and rights of auditors are enshrined in the Companies Act. Auditors must report to the members (shareholders) on the financial statements and state whether they show a true and fair view. Auditors have a statutory right of access at all times to the company’s books, accounts and vouchers.

Auditors have the right to require information and explanations from company officers for the purpose of the audit. They also have the right to receive notices of and attend any general meeting.

Geopolitical Risks

The impact of geopolitics is one of the key performance indicators that can significantly and directly affect global and regional economic stability, investment safety, and supply chain reliability. Geopolitical risks such as wars, terrorist acts and tensions between nations can generate uncertainty that can thwart economic growth, increase inflationary pressures and cause significant volatility in financial markets.

As a result, various countries over the world hitherto have engaged in strategic regional co-operation and trade deals, alliances and advanced technology in governance to avert the risks associated with geopolitics.

In Ghana, geopolitical risks are progressively overseen and managed by the regulators to enable economic stability, and to control prices of goods and services and market volatility.

• Securities and Exchange Commission (SEC) – regulates the capital market to ensure security and stability in response to global risks.
• Bank of Ghana – regulates and oversee risks to financial stability, monitors impacts of capital flows, inflation and foreign reserves.
• Financial Intelligence Centre (FIC) – conducts National Risk Assessments to manage risks related to money laundering and terrorist financing, which can be amplified by geopolitical tensions.
• Minerals Income and Investment Fund (MIIF) – has identified geopolitical risk as a key force shaping Ghana’s external sector and markets. It monitors unresolved conflicts and shifting trade dynamics that influence gold and energy prices.

Geopolitical risks are of major concern worldwide and, considering the associated impacts, it is imperative that they are overseen by the full board of directors and specialised risk committees to ensure that strategy aligns with global volatility. The risks are managed by integrating geostrategic threats into risk management frameworks.

Ultimate responsibility lies on the entire board, often supported by dedicated committees (such as risk, audit or sustainability) for overseeing geopolitical risks, shifting them from a compliance issue to a core strategy driver. Boards are increasingly requiring management to provide mandatory regular and detailed reporting on emerging threats (eg, cyber-attacks, sanctions, conflicts) to make informed decisions. Board oversight also includes guiding management to build resilient, flexible supply chains and financial strategies and planning rather than relying on reactive measures. The board builds strategic integration rather than treating risks in isolation. Companies integrate geopolitical risks into their overall risk management frameworks, capital allocation and long-term strategy. All these measures aim to ensure that geopolitical threats are proactively identified, assessed and mitigated.

International Sanctions Compliance

Board-level oversight of international sanctions compliance is expected to be active, proactive and risk-based rather than passive or merely shifting to management. In other parts of the world, sanctions compliance is seen as a core governance responsibility, and boards are held accountable for establishing strong mechanisms and strategic frameworks.

Boards are responsible for setting up a culture of compliance, with sanctions adherence being considered a priority, not just a legal technicality. This involves fostering a culture where compliance risks are identified, escalated and acted upon, even if it means declining lucrative business opportunities.

The board must directly approve the company’s sanctions compliance policy and, more importantly, ensure its effectiveness. It must oversee regular, comprehensive risk assessments that map business operations against evolving international sanctions regimes.

Boards are expected to initiate independent, periodic audits of the sanction compliance policy to test its effectiveness and ensure gaps are remediated. They must challenge whether the business is investing sufficient resources in both technology and human expertise. This includes providing the compliance function with enough authority, independence and budget to operate effectively.

Boards should receive regular, precise and accurate reports from the compliance team, including key performance indicators such as red flags that have arisen and how they were resolved, results of screening and testing, status of training initiatives, and known gaps or vulnerabilities. They must remain aware of evolving evasion tactics, such as the use of shell companies, intermediaries and complex ownership structures.

Boards should have a clear, pre-defined crisis management plan for handling suspected breaches, including investigation protocols, potential self-reporting to regulators, and communication strategies.

Ghana’s commitment to sustainable development has led to the adoption of various ESG-related regulations. The main ESG disclosure regulations in Ghana include:

• the Securities and Exchange Commission Regulations, 2003 (LI 1728);
• the Environmental Assessment Regulations, 1999 (LI 1652); and
• the Securities and Exchange Commission Corporate Governance Code for Listed Companies, 2020.

While there is no single statute mandating ESG reporting across all sectors, obligations arise from a combination of international standards, domestic regulatory frameworks, and corporate governance principles.

Companies are increasingly required to report on environmental, social and governance (ESG) issues, with key requirements emphasising relevance, comparability, verifiability and clarity of information. There is growing emphasis on climate-related risk disclosure, stakeholder engagement and responsible governance practices, consistent with international best practice.

The International Accounting Standards Board (IASB) has introduced IFRS S1 (General Requirements for Disclosure of Sustainability-related Financial Information) and IFRS S2 (Climate-related Disclosures). These require companies to disclose non-financial information, including environmental and social factors, alongside financial reporting.

Ghana is undergoing significant transformation in environmental, social and governance (ESG) reporting, driven by global sustainability trends and increasing regulatory oversight. There has been a notable rise in ESG compliance among listed companies, banks, mining firms and other regulated entities, supported by a mix of statutory frameworks and international standards.

A key development is the enactment of the Environmental Protection Act, 2025 (Act 1124), which replaces the 1994 regime and establishes an enhanced Environmental Protection Authority with broad powers over environmental and climate matters. The Act introduces mechanisms such as the Ghana Carbon Registry, eco-levies on electronic equipment, and dedicated funds for waste and pesticide management, while aligning Ghana with obligations under the Paris Agreement. Act 1124 mainly strengthens the Environmental (E) aspect of ESG, as it places strong emphasis on climate change, pollution control, environmental transparency and sustainable resource management, while the Social and Governance aspects are addressed more indirectly through improved public access to information and regulatory oversight.

There are currently no specific laws that directly regulate board oversight of artificial intelligence (AI) under Ghana’s legal framework, which is still evolving. Boards, however, have obligations through general corporate governance and statutory duties to exercise care, oversight and risk management over all major business risks, including those arising from AI systems.

The Securities and Exchange Commission Corporate Governance Code for Listed Companies, 2020 requires the set-up of specific boards such as the RISK committee, etc for the management of all potential risks related to AI use or technology governance.

The Data Protection Act, 2012 (Act 843) mandates that, since AI systems often rely on personal data, boards must ensure compliance with lawful processing, consent and security safeguards. Failure to do so exposes companies to sanctions by the Data Protection Commission.

Under the Cybersecurity Act, 2020 (Act 1038), obligations exist for boards to oversee the protection of digital infrastructure, which includes AI-driven systems.

Ghana does not yet have any AI-specific legislation. However, the assemblage of existing laws, regulatory guidelines, sector-specific frameworks and emerging policy instruments collectively govern AI use with the view to mitigate its associated risks.

Ghana launched its National Artificial Intelligence Policy in 2023, making it one of the first sub-Saharan African countries to adopt a national AI policy. The policy establishes guiding principles for responsible AI development including fairness, transparency, accountability, safety and human-centricity. While not yet backed by primary legislation, it provides the foundational governance architecture against which regulators and courts may assess AI-related conduct.

The bodies and functions responsible for AI strategy, risk management and assurance typically include the board of directors and specialised committees such as audit, risk or technological governance. Any person who is directly affected or impacted by the failure of a company and its directors or officers to perform their statutory duties may bring an action against the company or its directors and officers personally, or for any lawful remedy including damages for reputational injury.

Directors and companies in Ghana face a broad spectrum of liability arising from the use of AI across multiple legal regimes. Under the Companies Act, 2019 (Act 992), directors may be personally liable for breaches of their duties of care and good faith, as well as for false or misleading disclosures relating to AI systems.

Cybersecurity risks under the Cybersecurity Act, 2020 (Act 1038) may result in regulatory, civil and criminal liability for failures in protecting critical systems. Consumer protection laws further impose liability for unfair, misleading or harmful AI-driven decisions. In addition, sector regulators such as the Bank of Ghana, National Insurance Commission and securities authorities may impose sanctions for non-compliance with AI-related guidelines and disclosure obligations.

Ghana currently has no mandatory AI-specific disclosure requirements for companies. However, companies must still disclose AI-related matters indirectly under existing laws on governance, risk management, cybersecurity, data protection, and material risk disclosure in securities regulation.

The Companies Act’s general corporate governance and directors’ duties framework requires boards to identify, manage and disclose material risks, including those arising from AI. The Data Protection Act also mandates that companies must ensure lawful data processing, security safeguards and transparency. If AI processes personal data, companies will be mandated to disclose, and failure to do so may attract penalty.

The Ghana Stock Exchange ESG Disclosure Guidelines (issued by SEC as a guidance manual) requires listed companies to disclose governance structures, risk management processes and material ESG issues, and these may be interpreted to include risk related to the use of AI and technological governance.