i) Section 211(3) Companies Act, 2019 Act 992 provides that directors shall appoint a person as a Company Secretary who possesses the following qualifications: Has obtained a professional qualification or tertiary level qualification (with an offering in company law practice and administration) that enables that person to have the requisite knowledge and experience to perform the functions of a Company Secretary. Has held office, before the appointment, as a Company Secretary trainee or has been articled under the supervision of a qualified Company Secretary for a period of at least three years. Is a member in good standing of; o The Institute of Chartered Secretaries and Administrators or o Institute of Chartered Accountants, Ghana Having been enrolled to practice, is in good standing as a barrister or solicitor in the Republic or By virtue of an academic qualification, or as a member of a professional body, appears to the directors as capable of performing the functions of a secretary of the company. (3 points @ 2 marks each = 6 marks)

ii) Under section 177 Companies Act, 2019 Act 992 a fraudulent person is restrained from appointment as a director of a company where: A person is convicted, whether in the Republic or elsewhere of an offence involving fraud or dishonesty an offence in connection with the promotion, formation or management of a body corporate, an offence involving insider dealing or any other criminal offence which is not a misdemeanor A person is adjudged bankrupt whether in the Republic or elsewhere A person has been culpable of a criminal offence, whether convicted or not, in relation to a body corporate or of fraud or breach of duty in relation to a body corporate It appears a person is debarred by a competent authority from being a member of a recognized professional body as a result of a disciplinary inquiry; or There is an ongoing investigation by a criminal investigation body or by the Registrar of Companies or the equivalent in a foreign jurisdiction regarding (above) A person is automatically disqualified of a period of 5 years if that person; Has been convicted within the last five years of an offence involving fraud or dishonesty or relating to the promotion, formation or running of a company Has been a director or senior executive of a company that has become insolvent within the last five years on account of or partly as a result of culpable activities of that director or Has been disqualified to act as company secretary, receiver, manager or liquidator of a company. (Any 3 points @ 2 marks each = 6 marks)