GHANA WATER COMPANY LIMITED (GWCL)
The provisions of this Charter are complementary to the Regulations of GWCL and the relevant provisions of the Companies Act of Ghana, 1963 Act 179
PART 1: COMPANY GOALS
1.1.1 The purpose of Ghana Water Company Limited (hereinafter referred to as “GWCL”) is to provide the shareholders with the highest return on their investment possible while respecting GWCL’s values and taking into consideration stakeholders’ interests.
1.1.2 The capital and resources of GWCL will be allocated to those assets and activities that will enable it to achieve GWCL’s Goals in a manner best serving the interests of shareholders and other stakeholders.
PART 2: BOARD GOVERNANCE PROCESS
2.1 Role of the Board
2.1.1 The role of the Board is to effectively represent, and promote the interests of shareholders with a view to maintaining and adding long-term value to GWCL to enable it to achieve GWCL’s Goals. The Board shall also act in the interest of GWCL
2.1.2 Having regard to its role the Board will direct, and supervise the management of GWCL’s activities and affairs of GWCL including, in particular:
- Ensuring that GWCL’s Goals are clearly established, and that strategies are in place for achieving them (such strategies being expected to originate, in the first instance, from Management);
- Establishing policies for strengthening the performance of GWCL including ensuring that Management is proactively seeking to build GWCL’s operations through client/customer focus, innovation, initiative, technology, new services/activities and the development of its capital;
- Monitoring the performance of Management;
- Setting the terms of the MD’s employment contract;
- Deciding on whatever steps are necessary to protect GWCL’s financial position;
- Ensuring that GWCL adheres to high standards of ethics and relevant industry behaviour; and
- Ensuring that GWCL has appropriate risk management/regulatory compliance policies in place
2.1.3 In the normal course of events, day-to-day management of GWCL will be in the hands of Management.
2.1.4 The Board will satisfy itself that GWCL is achieving GWCL’s Goals.
2.2 The Board’s Relationship with Shareholders and Stakeholders
2.2.1 The Board will use its best endeavours to familiarize itself with issues of concern to Shareholders and Stakeholders.
2.2.2 The Board will regularly evaluate economic, political, social and legal issues and any other relevant external matters that may influence or affect the operations and development of GWCL or the interests of Shareholders and Stakeholders and, if thought appropriate, will take outside expert advice on these matters.
2.3 Board Procedures
2.3.1 The conduct of Directors will be consistent with their duties and responsibilities to GWCL Shareholders and other Stakeholders. The Board will be disciplined in carrying out its role, with the emphasis on strategic issues and policy. Directors will always act within any limitations imposed by the Board on its activities.
2.3.2 Directors will use their best endeavors to attend Board meetings and to prepare thoroughly. Directors are expected to participate fully, frankly and constructively in Board discussions and other activities and to bring the benefit of their particular knowledge, skills and abilities to the Board table. Directors unable to attend a meeting will advise the Chairman or Company Secretary.
2.3.3 Board discussions will be open and constructive, recognizing that genuinely held differences of opinion can, in such circumstances, bring greater clarity and lead to better decisions. The chair will, nevertheless, seek a consensus in the Board decision making process. All discussions and their record will remain confidential unless there is a specific direction from the Board to the contrary, or disclosure is required by law. Subject to legal or regulatory requirements the Board will decide the manner and timing of the publication of some of its decisions.
2.3.4 Executive Directors attend Board meetings to discharge their Board responsibilities. At Board meetings, Board responsibilities supersede all executive responsibilities.
2.3.5 The Board, may, at least once a year meet with the Management of GWCL.
2.3.6 The Board has sole authority over its agenda and exercises this through the Chair. Any Director may, through the Chair, request the addition of an item to the agenda. The Chair in consultation with the Managing Director and the Secretary will set the agenda.
2.3.7 The Board will normally hold monthly meetings and will hold additional meetings as the occasion requires. At each regular meeting GWCL’s Board will consider:
- An operational report from the MD;
- A report from the chief financial officer;
- Reports on their activities from GWCL’s individual business and/or service units;
- Reports from the Committees of the Board
- Specific proposals for capital expenditure and other expenditure and acquisitions; and
- Major issues and opportunities for GWCL.
In addition, the Board will, at intervals of not more than one year:
- Review GWCL’s Goals / Regulations;
- Review the strategies for achieving GWCL’s Goals;
- Approve the annual budget;
- Approve the annual and half-yearly financial statements,
- Approve the annual report;
- Review GWCL’s audit requirements;
- Review the performance of, necessity for, and composition of Board committees;
- Undertake Board and Individual Directors evaluations;
- Review the MD’s performance and remuneration;
- Review remuneration policies and practices in general including any incentive schemes for management;
- Review risk assessment policies and controls including insurance covers and compliance with legal and regulatory requirements;
- Review GWCL’s code of conduct and ethical standards;
- Organize an Annual General Meeting
- Settle the following year’s Board work plan.
2.3.8 Directors are entitled to have access, through the MD, at all reasonable times, to all relevant Company information and to Management.
2.3.9 Directors are expected to strictly observe the provisions applicable to the use and confidentiality of Company information.
2.4.1 The Chair is appointed in accordance with the Regulations of GWCL.
2.4.2 The Chair is primarily responsible for the activities of the board and is the principle contact with the Managing Director.
2.4.4 The Chair is responsible for ensuring the integrity and effectiveness of the governance process of the Board.
2.4.5 The Chair is responsible for maintaining regular dialogue with the MD over all operational matters and will consult with the remainder of the Board promptly over any matter that gives him or her cause for major concern.
2.4.6 The Chair will act as facilitator at meetings of the Board to ensure that no Director, whether executive or non-executive, dominates discussion, that appropriate discussion takes place and that relevant opinion among Directors is forthcoming. The Chair will ensure that discussions result in logical and understandable outcomes.
2.4.7 In the absence of the Chair at any meeting, the directors present will appoint one of them to act as Chair
2.5 Board Committees
2.5.1 Board committees will be formed only when it is efficient or necessary to facilitate efficient decision-making.
2.5.2 Board committees will observe the same rules of conduct and procedure as the Board unless the Board determines otherwise.
2.5.3 Board committees will only speak or act for the Board when so authorized. The authority conferred on a Board committee will not derogate from the authority delegated to the Managing Director.
2.5.4 The Board has three standing committees, namely the Audit and Risk Committee, the Human Resource Committee, the Technical Committee and the Finance Committee. Other committees may be formed for specific purposes and disbanded as required. The purposes and membership of the standing committees are as follows:
The Audit and Risk Committee provides a forum for the effective communication between the Board and the external and internal auditors. The committee reviews the annual and half-yearly financial statements prior to their approval by the Board, the effectiveness of management information systems and systems of internal control, and the efficiency and effectiveness of the external and internal audit functions.
The function of the Audit and Risk Committee is oversight to ensure that the Management of GWCL maintains the operational controls and procedures designed to provide reasonable assurance of compliance with those laws and regulations applicable to GWCL’s various business activities.
The Human Resource Committee is to assist the Board in fulfilling its oversight responsibilities in respect of the formulation, review and providing guidance to GWCL on all Human Resource Management and organizational matters.
2.6 Board Composition and Mix
2.6.1 The composition of the Board will reflect the duties and responsibilities it is to discharge and perform as representative of the interests of Consumers, and in setting GWCL’s strategy and seeing that it is implemented.
2.6.2 Generally, the qualifications for Board membership are the ability and intelligence to make sensible business decisions and recommendations, and entrepreneurial talent for contributing to the creation of Company value, the ability to see the wider picture, the ability to ask questions, preferably some experience in the Water sector, high ethical standards, sound practical sense, and a total commitment to furthering the interests of GWCL’s Customers and the achievement of GWCL Goals.
2.6.3 Non-executive Directors will be active in areas which enable them to relate to the strategies of GWCL and to make a meaningful contribution to the Board’s deliberations. They will be independent of Management and free from any business or other relationship, which could materially interfere with the exercise of their independent judgement.
2.6.4 The size of the Board will be such that the common purpose, involvement, participation, harmony and sense of responsibility of the Directors are not jeopardised. It must be large enough to ensure a range of knowledge, views and experience. The number of Directors will be as determined by the Regulations of GWCL of which the majority will be non-executive.
2.6.5 In the event of an executive Director’s service contract with GWCL terminating for whatever reason, the Director is expected to resign from the Board, although the Board may, if it considers it appropriate, re-appoint the Director as a non-executive Director.
2.7 Induction of New Directors
2.7.1 On their first appointment, all Directors will have the benefit of an induction programme aimed at deepening their understanding of GWCL, its goals and purposes, its operations and the environment and industry in which GWCL operates. As part of the programme, Directors will receive a folder of essential Board and Company information, will meet key Management staff and will visit Company branches if necessary
2.7.2 Directors are expected to keep themselves abreast of changes and trends in the water sector and in GWCL’s wider environment and community and to keep abreast of changes and trends in the economic, political, social and legal climate generally.
2.8 Directors’ Remuneration
2.8.1 Remuneration shall be paid to Directors as approved annually by shareholders at the AGM.
2.8.2 Executive Directors will receive no fees but will be paid as employees of GWCL in accordance with their contracts of employment with GWCL.
2.9 Provision of Business or Professional Services by Directors
2.9.1 Because a conflict of interest (actual or perceived) may be created, Directors should not, generally, provide business or professional services of an ongoing nature to GWCL.
2.9.2 Notwithstanding the general rule, GWCL is at liberty to:
- For the purpose of a special assignment, engage the services of any Directors having special expertise in the particular field; or
- Engage the services of another member of a Director’s organization.
so long as the terms of engagement are competitive, are clearly recorded and all legal requirements for disclosures of the engagement are properly observed.
2.10 Other Board Appointments
2.10.1 Any Director is, while holding office, at liberty to accept other Board appointments so long as the appointment is not in conflict with GWCL interests and does not detrimentally affect the Director’s performance as a Director. All other appointments must first be discussed with the Chair before being accepted.
2.11 Independent Professional Advice
2.11.1 Any Director is entitled to obtain independent professional advice relating to the affairs of GWCL or to his or her other responsibilities as a Director.
2.11.2 If a Director considers such advice as necessary, the Director shall first discuss it with the Chair and, having done so, shall be free to proceed.
2.11.3 The cost of the advice will be reimbursed by GWCL but the Director will ensure, so far as is practicable, that the cost is reasonable.
2.12 Board and Directors Evaluation
2.12.1 The Board will, each year, critically evaluate its own performance, and its own processes and procedures to ensure that they are not unduly complex and are designed to assist the Board in effectively fulfilling its role. An independent external governance advisor will collect and collate the evaluations and discuss the results with the Board as a whole.
2.14 The Secretary
2.14.1 The appointment of the Secretary is made by the Board.
2.14.2 The Secretary is responsible for ensuring that Board procedures are followed, that the applicable rules and regulations for the conduct of the affairs of the Board are complied with and for all matters associated with the maintenance of the Board or otherwise required for its efficient operation.
2.14.3 All Directors, have access to the advice and services of the Secretary for the purposes of the Board’s affairs and GWCL’s.
PART 3: BOARD MANAGEMENT RELATIONSIIIP
3.1 Position of the Managing Director (MD)
3.1.1 The Board will link GWCL’s governance and management function through the Managing Director.
3.1.2 All Board authority conferred on management is delegated through the Managing Director so that the authority and accountability of Management is considered to be the authority and accountability of the Managing Director so far as the Board is concerned. The Board must agree to the levels of sub-delegation immediately below the Managing Director.
3.1.3 The Board will agree with the Managing Director to achieve specific results directed towards GWCL’s Goals. This will usually take the form of an annual performance contract under which the Managing Director is authorized to make any decision and take any action within the Management Limits of Authority and in keeping with GWCL’s values, directed at achieving GWCL’s Goals.
3.1.4 Between Board meetings, the Chair maintains an informal link between the Board and the Managing Director, expects to be kept informed by the Managing Director on all-important matters, and is available to the Managing Director to provide counsel and advice where appropriate.
3.1.5 Only decisions of the Board acting as a body are binding on the Managing Director, Decisions on instructions of individual Directors, officers or committees are not binding except in those instances where the Board gives specific authorization.
3.2 Accountability of Managing Director (MD) to Board
3.2.1 The MD in association with the Chair, is accountable to the Board for the achievement of GWCL’s Goals and the MD is accountable for the observance of the Management Limits of Authority.
3.2.2 At each of its normal meetings the Board should expect to receive from or through the MD:
- The operational and other reports and proposals
- Such assurances as the Board considers necessary to confirm that the Management Limits of Authority are being observed.
3.3 Management Limitations
3.3.1 The MD is expected to act within all specific authorities delegated to him or her by the Board.
3.3.2 The MD is expected not to cause or permit any practice, activity or decision that is contrary to commonly accepted good business practice or professional ethics.
3.3.3 In allocating the capital and resources of GWCL the MD is expected to adhere to GWCL’s Goals,
3.3.4 The MD is expected not to cause or permit any action without taking into account the health, safety, environmental and political consequences and their effect on long-term Company value.
3.3.5 In financing GWCL the MD is expected not to cause or permit any action that is likely to result in GWCL becoming financially embarrassed.
3.3.6 The assets of GWCL are expected to be adequately maintained and protected, and not unnecessarily placed at risk in particular, GWCL must be operated with a comprehensive system of internal control, and assets or funds must not be received, processed or disbursed without controls that, as a minimum, are sufficient to meet standards acceptable to the Board. One of the tools used as a framework is an asset management plan for both on and off balance sheet assets. In managing the risks of GWCL, the MD is expected not to cause or permit anyone to substitute their own risk preferences for those of the Board of Directors as a whole.
3.3.7 The MD is expected not to permit employees and other parties working for GWCL to be subjected to treatment or conditions that are undignified, inequitable, unfair or unsafe.
3.3.8 The MD is expected not to cause or permit payments to be made or reward given unless they are in return for contributions towards the purposes of GWCL and are proportional to the extent that the contribution in question has furthered such purposes.
THIS CHARTER WAS ADOPTED BY THE BOARD OF DIRECTORS AT ITS REGULAR MEETING HELD IN JUNE 2018.