Ghana Integrated Aluminium Development Corporation Act, 2018 (Act 976)
ARRANGEMENT OF SECTIONS
Ghana Integrated Aluminium Development Corporation
- 1. Establishment of the Corporation
- 2. Object of the Corporation
- 3. Functions of the Corporation
- 4. Powers of the Corporation
- 5. Governing body of the Corporation
- 6. Functions of the Board
- 7. Tenure of office of members of the Board
- 8. Meetings of the Board
- 9. Disclosure of interest
- 10. Establishment of committees
- 11. Allowances
- 12. Policy directives
Administration of the Corporation
- 13. Appointment of Chief Executive Officer
- 14. Functions of the Chief Executive Officer
- 15. Appointment of Secretary
- 16. Appointment of other staff
- 17. Internal Audit Unit
Finances of the Corporation
- 18. Funds of the Corporation
- 19. Bank account
- 20. Expenses of the Corporation
- 21. Borrowing powers
- 22. Special power purchase rates
- 23. Accounts and audit
- 24. Annual report and other reports
- 25. Waiver or variation of tax
Miscellaneous Provisions
- 26. Intellectual property
- 27. Collaboration with relevant public institutions
- 28. Regulations
- 29. Interpretation
LONG TITLE
AN ACT to establish the Ghana Integrated Aluminium Development Corporation to promote and develop an integrated aluminium industry and to provide for related matters.
DATE OF ASSENT
24th August, 2018.
ACT
Ghana Integrated Aluminium Development Corporation
1. Establishment of the Corporation
(l) There is established by this Act a body corporate with perpetual succession to be known as the Ghana Integrated Aluminium Development Corporation.
(2) For the performance of its functions, the Corporation may acquire and hold movable and immovable property, dispose of property and enter into a contract or any other related transaction.
(3) Where there is a hindrance to the acquisition of immovable property, the property may be acquired for the Corporation under the State Lands Act, 1962 (Act 125) and the cost shall be borne by the Corporation.
2. Object of the Corporation
The object of the Corporation is to promote and develop an integrated aluminium industry.
3. Functions of the Corporation
To achieve the object under section 2, the Corporation shall,
- (a) undertake the preparatory work for the promotion and development of the integrated aluminium industry;
- (b) collaborate with investors for the development of the integrated aluminium industry;
- (c) make recommendations to the Minister on the nature and scope of State participation in the development of the integrated aluminium industry;
- (d) ensure the development and implementation of a local content policy in the integrc1ted aluminium industry;
- (e) ensure the participation of Ghanaians in technical and managerial functions of the integrated aluminium industry;
- (f) ensure that the minimum total equity held by the State and the Ghanaian private sector in any joint venture in the integrated aluminium industry is not less than thirty percent of the total equity;
- (g) ensure that benchmarks for determining the debt to equity ratio are fixed in accordance with government policy;
- (h) ensure that, in respect of the carried interest of the State, indices are provided in the joint venture agreement for the mandatory annual dividends;
- (i) maintain and preserve the records of the Corporation and publish the records in the medium the Board may determine; and
- (j) perform any other functions conferred on the Corporation by this Act or that are ancillary to the object of the Corporation.
4. Powers of the Corporation
(1) For the purpose of achieving the object under section 2 the Corporation shall
- (a) enter into joint venture operations;
- (b) promote the economy and efficiency of the integrated aluminium industry;
- (c) ensure that a minimum part of the equity is held by the Ghanaian private sector;
- (d) in collaboration with relevant government agencies, establish a mechanism to ensure the requisite transfer of skills and know-how to Ghanaians in the integrated aluminium industry value chain,
- (e) facilitate the establishment of industrial parks to promote the
- (i) manufacture of aluminium related products; and
- (ii) provision of services in the integrated aluminium industry;
(2) Without limiting subsection (1), the Corporation may
- (a) capitalise other contributions made by the State or the Corporation to equity which shall be additional to the carried interest required under paragraph (a) of subsection (1); and
- (b) engage in any activity to promote the development of infrastructure for the integrated aluminium industry.
5. Governing body of the Corporation
(1) The governing body of the Corporation is a Board consisting of
- (a) the chairperson;
- (b) the Chief Executive Officer;
- (c) a representative of the Minerals Commission;
- (d) a representative from Association of Ghana Industries;
- (e) a representative of the Ministry responsible for Mines not below the rank of a Director;
- (f) a representative of the Ministry of Finance not below the rank of a Director;
- (g) a representative from the integrated aluminium industry; and
- (h) four other persons nominated by the President at least one of whom is a woman.
(2) The President shall in accordance with article 70 of the Constitution appoint the members of the Board.
(3) The Board shall ensure
- (a) the proper and effective performance of the functions of the Corporation; and
- (b) that the Corporation conducts its affairs on sound commercial lines and in accordance with business and industry practices.
(4) The Board shall, subject to this Act, have general control and management of the funds and investments of the Corporation.
6. Functions of the Board
The Board shall
- (a) formulate policies for the effective implementation of the object of the Corporation;
- (b) oversee the sound and proper management of the integrated aluminium industry:
- (c) ensure that the Corporation conducts its affairs in accordance with sound business and industry principles and prudent commercial practices; and
- (d) ensure the effective and efficient performance of the functions of the Corporation.
(2) The Board shall, subject to this Act, have general control and management of the funds and investments of the Corporation.
7. Tenure of office of members of the Board
(1) A member of the Board shall hold office for a period of four years and is eligible for re-appointment, but a member shall not be appointed for more than two terms.
(2) Subsection (1) does not apply to the Chief Executive Officer.
(3) A member of the Board may at any time resign from office in writing addressed to the President through the Minister.
(4) A member of the Board who is absent from three consecutive meetings of the Board without sufficient cause ceases to be a member of the Board.
(5) The President may, by a letter addressed to a member, revoke the appointment of that member.
(6) Where a member of the Board is, for a sufficient reason, unable to act as a member, the Minister shall determine whether the inability of the member to act would result in the declaration of a vacancy.
(7) Where there is a vacancy
- (a) under subsection (3), ( 4) or (5) or subsection (2) of section 9,
- (b) as a result of a declaration under subsection (6), or
- (c) by reason of the death of a member,
the Minister shall notify the President of the vacancy and the President shall, subject to subsection (2) of section 5, appoint a person to fill the vacancy.
8. Meetings of the Board
(1) The Board shall meet at least once every three months for the despatch of business at the times and places determined by the chairperson.
(2) The chairperson shall, at the request in writing of not less than one third of the membership of the Board, convene an extraordinary meeting of the Board at the place and time determined by the chairperson.
(3) The quorum at a meeting of the Board is five members of the Board.
(4) The chairperson shall preside at the meetings of the Board, and in the absence of the chairperson, a member of the Board other than the Chief Executive Officer elected by the members present from among their number shall preside.
(5) Matters before the Board shall be decided by a simple majority of the members present and voting and in the event of an equality of votes, the person who presides shall have a casting vote.
(6) The Board may co-opt a person to attend a meeting of the Board but that person shall not vote on a matter for a decision at the meeting.
(7) The validity of any proceedings of the Board shall not be affected by any vacancy among the members or by any defect in the appointment of any of the members.
(8) The Board shall subject to this Act, regulate the procedure for its meetings.
9. Disclosure of interest
(1) A member of the Board who has an interest in a matter for consideration by the Board shall disclose in writing the nature of that interest and is disqualified from participating in the deliberations of the Board in respect of that matter.
(2) Where a member contravenes subsection (1) , the chairperson shall notify the Minister who shall inform the President in writing to revoke the appointment of that member.
(3) Without limiting any further cause of action that may be instituted against the member, the Board shall recover the benefit derived by a member who contravenes subsection (l) in addition to the revocation of the appointment of the member.
10. Establishment of committees
(1) The Board may establish committees consisting of members of the Board or non-members, to perform a function of the Board.
(2) Section 9 applies to members of a committee of the Board.
11. Allowances
Members of the Board and members of a committee of the Board shall be paid allowances approved by the Minister in consultation with the Minister responsible for Finance.
12. Policy directives
The Minister may give directives on matters of policy to the Board and the Board shall comply.
Administration of the Corporation
13. Appointment of Chief Executive Officer
(1) The President shall appoint a Chief Executive Officer for the Corporation in accordance with article 195 of the Constitution.
(2) The Chief Executive Officer shall hold office on the terms and conditions specified in the letter of appointment.
14. Functions of the Chief Executive Officer
(1) The Chief Executive Officer is responsible for the day-to-day administration of the Corporation, and is answerable to the Board in the performance of functions.
(2) The Chief Executive Officer is responsible for implementing the directives of the Board on matters of policy.
(3) The Chief Executive Officer may delegate a function to an officer of the Corporation but shall not be relieved of the ultimate responsibility for the performance of the delegated function.
15. Appointment of Secretary
(1) The President shall in accordance with article 195 of the Constitution, apoint for the Corporation, a Secretary for the proper and effective performance of the functions of the Corporation.
(2) The Secretary appointed under subsection (1) shall be Secretary to the Board.
(3) The Secretary shall, subject to the directions of the Board,
- (a) arrange the business for the meetings of the Board and cause minutes of proceedings of the Board to be recorded and kept; and
- (b) perform such other functions as the Board may in writing direct.
(4) The Secretary shall hold office on the terms and conditions specified in the letter of appointment.
16. Appointment of other staff
The President shall, in accordance with article 195 of the Constitution, appoint other staff of the Corporation that are necessary for the proper and effective performance of the functions of the Corporation.
17. Internal Audit Unit
(1) The Corporation shall have an Internal Audit Unit in accordance with section 83 of the Public Financial Management Act, 2016 (Act 921) .
(2) The Internal Audit Unit shall be headed by an Internal Auditor who shall be appointed in accordance with the Internal Audit Agency Act, 2003 (Act 658).
(3) The Intern al Auditor is responsible for the intern al audit of the Corporation.
(4) The Internal Auditor shall subject to subsections (3) and (4) of section 16 of the Internal Audit Agency Act, 2003 (Act 658), at intervals of three months
- (a) prepare and submit to the Board, a report on the internal audit carried out during the period of three months immediately preceding the preparation of the report; and
- (b) make re commendations in each report with respect to matters which appear to the Internal Auditor as necessary for the conduct of the affairs of the Corporation.
(5) The Internal Auditor shall in accordance with subsection (4) of section 16 of the Internal Audit Agency Act, 2003 (Act 658), submit a copy of each report prepared under this section to
- (a) the Minister;
- (b) the Auditor-General; and
- (c) the chairperson of the Board.
Finances of the Corporation
18. Funds of the Corporation
(1) The funds of the Corporation include
- (a) money s approved by Parliament;
- (b) intern ally generated funds; and
- (c) grants, loans and other moneys approved by the Minister responsible for Finance.
19. Bank account
The moneys for the Corporation shall be paid into a bank account opened for that purpose with the approval of the Controller and Accountant-General.
20. Expenses of the Corporation
The expenses of the Corporation shall be paid from moneys provided for the Corporation under section 18.
21. Borrowing powers
Subject to the Constitution and section 76 of the Public Financial Management Act, 2016 (Act 921), the Corporation may, on the terms and conditions that may be agreed between the Corporation and the lender, borrow money to meet an expenditure of a capital nature including provision for working capital for the performance of the functions of the Corporation.
22. Special power purchase rates
(1) The State shall ensure the availability of power to the integrated aluminium industry.
(2) The power to be supplied to the integrated aluminium industry shall be provided at a globally competitive rate applicable to the industry.
23. Accounts and audit
(1) The Board shall keep the books of account, records, returns and other documents relating to the accounts in the form approved by the Auditor-General.
(2) The Board shall submit the accounts of the Corporation to the Auditor-General for audit at the end of the financial year.
(3) The Auditor-General shall, within six months after the end of the immediately preceding financial year, audit the accounts and forward a copy each of the audit report to the Minister and the Board.
(4) The financial year of the Corporation is the same as the financial year of the Government .
24. Annual report and other reports
(1) The Board shall within thirty days after the receipt of the audit report, submit an annual report to the Minister covering the activities and the operations of the Corporation for the year to which the annual report relates.
(2) The annual report shall include the report of the Auditor-General.
(3) The Minister shall, within one month after the receipt of the annual report, submit the report to Parliament with a statement that the Minister may require in writing.
(4) The Board shall submit to the Minister any other report which the Minister may require in writing.
(5) The Board shall publish the reports of the Corporation in a medium of communication that the Board considers necessary.
25. Waiver or variation of tax
Subject to article 174 of the Constitution, the Minister responsible for Finance may, with the prior approval of Parliament, grant waiver or variation of tax to the Corporation.
Miscellaneous Provisions
26. Intellectual property
(1) Subject to subsections (6) and (7), the intellectual property rights in any work made by
- (a) an employee of the Corporation or other persons employed by the Republic who have been placed at the disposal of the Corporation;
- (b) a person assisting the Corporation with an investigation or research, or
- (c) other intellectual enterprise funded or otherwise undertaken with resources of the Corporation
shall vest in the Corporation, unless otherwise agreed by the parties concerned.
(2) A person who intends to use data produced by the Corporation for scientific publication or modification of maps for sale or display or for mineral exploration and other geoscientific operations, shall obtain the prior written approval of the Corporation.
(3) The Board may make the work referred to in subsection (1) and the rights which are vested in the Corporation, available for use in, the public interest subject to the conditions and the payment of fees as the Board may determine.
(4) Where the rights in any work are vested in the Corporation in terms of subsection (1), the Board may
- (a) award the person responsible for the discovery, invention or improvement, a bonus that the Board may consider may consider appropriate, and
- (b) make provision for financial participation by the person in the profits derived from the discovery, invention or improvement to the extent that the Corporation may determine, with the approval of the Minister responsible for Finance.
(5) The Corporation shall, on the recommendation of the Board, apply for a patent in respect of any work contemplated in subsection (1) and the Corporation shall, for the purpose of the Patents Act, 2003 (Act 657) be regarded as the assignee of the discoverer or inventor in question.
(6) The intellectual property right in any work made by an employee of the Corporation in the course of an investigation for or on behalf of another person, government or administration shall vest in the Corporation unless otherwise agreed by the parties concerned.
(7) The provisions of this section do not apply in respect of a work referred to in subsection (1) if, in the opinion of the Board, the work was made by the person concerned other than
- (a) in the course of the employment of that person as an employee of the Corporation;
- (b) during the performance of functions as an advisor or consultant to the Corporation;
- (c) in the course of an investigation or research conducted by the Corporation with the assistance of that person; or
- (d) in the course of research funded by the Corporation or conducted with resources of the Corporation and which 1s not connected to the employment, investigation or research.
27. Collaboration with relevant public institutions
The Corporation shall collaborate with the Minerals Commission, the Ghana Geological Survey Authority and any other relevant public institution to develop the integrated aluminium industry.
28. Regulations
The Minister may, by legislative instrument, make Regulations to
- (a) ensure that bauxite in its natural state shall not he exported, sold or otherwise disposed of after five years from the coming into force of the Act; and
- (b) generally provide for the effective implementation of this Act.
29. Interpretation
In this Act, unless the context otherwise requires,
- "aluminium metals" means a silvery-white, ductile metallic element produced from alumina:
- "Board" means the governing body of the Corporation established under section 5;
- "Chief Executive Officer" means the person appointed under section 13;
- "company" means a limited liability company within the meaning under the Companies Act, l963 (Act 179);
- "Corporation" means the Corporation established under section l;
- "Environmental Protection Agency" means the Environmental Protection Agency established under section 1 of the Environmental Protection Agency Act, 1994 (Act 490);
- "integrated aluminium industry" means a bauxite refinery and an aluminium smelter including the processes in the value chain;
- "local authority" means a local authority established pursuant to article 240 of the Constitution;
- "Minerals Commission" means the Minerals Commission established under section 1 of the Minerals Commission Act, 1993 (Act 450);
- "Minister" means the Minister responsible for Lands and Natural Resources; and
- "public institution" includes a private institution or a private organisation that receives public resources or provides a public function.