Issues contained in corporate governance reports.

All corporate governance reports (included Ghana’s Code of Best Practices in Corporate Governance) state that board directors should explain their responsibility for preparing accounts. They should report that the business is a going concern, with supporting assumptions and qualifications as necessary.

In addition, further statements required include:

1. Information about the board of directors: the composition of the board in the year, the role and effectiveness of the board, information about the independence of the non-executives, frequency of, and attendance at, board meetings, how the board’s performance has been evaluated. For example, the South African King Report suggests a charter of responsibilities should be disclosed.
2. Brief report on the remuneration, audit and nomination committees covering terms of reference, composition and frequency of meetings.
3. Information about relations with auditors, including reasons for change and steps taken to ensure auditor objectivity and independence when non-audit services have been provided (Ghana’s code requires that audit and non-audit fees are disclosed).
4. A statement that the directors have reviewed the effectiveness of internal controls, including risk management. Also sufficient disclosures should be given for shareholders to understand the main features of the risk management and internal control processes. Board should also give details of, or at least confirm, any action taken to remedy significant failings or weaknesses. (This is required by Ghana’s Code).
5. A statement on relations and dialogue with shareholders.
6. A statement that the company is a going concern. (This is required by Ghana’s Code).
7. Sustainability reporting, defined by the King Report as including the nature and extent of social, transformation, ethical, safety, health and environmental management policies and practices.
8. A business review
9. A statement detailing the compliance by the organisation with corporate governance, legal and statutory requirements. (This is required by Ghana’s Code)
10. Ghana’s Code of Best Practices in Corporate Governance also requires the following disclosure:

The board should also ensure that information is disclosed on the following matters in the annual report insofar as they are relevant to the period under review –

(a) All management fees paid by the corporate body with details of the names of the parties and their relationship to the compote body;

(b) The identities and percentage holdings of substantial shareholders;

(c) significant cross shareholding relationships;

(d) Related party transactions;

(e) Details of incentive schemes, such as stock option scheme;

(f) The fees paid to the auditors of the corporate body for audit and non-audit related work; and

(g) Any other material issues concerning employees and other stakeholders such as creditors and suppliers.