CORPORATE GOVERNANCE ISSUES The Director-General of the Ghana Education Service (GES), Mr Samuel BannermanMensah has been asked

to proceed on leave, in a manner that seems like his removal from office, but the Minister of Education, Mr Alex Tettey-Enyo, in an interview with CITI Breakfast Show recently denied that he has been fired. Someone proceeding on leave should not have been news at all, because the GES D-G is not the first highly placed personality to be asked to take his leave. Perhaps what makes it news is that, trend is unfolding in Ghana where topmost personalities proceed on leave happens to be a polite way of saying, you have been sacked. We do not think that is exactly the case with Mr Bannerman-Mensah, because since the inception of the GES, no Director-General has been asked to proceed on leave, when the Officer in question had not applied for leave and has also not finished with at least his or her first term of office. Although some stakeholders in education have learnt with utter dismay and disquiet the purported removal or otherwise of the GES-D-G, the assurance by the Minister that GES-DG has taken his accumulated leave, which perhaps is normal, has made some stakeholders, especially, The Conference of Heads of Assisted Secondary Schools (CHASS) and Ghana National Association of Teachers (GNAT) keep their fingers crossed and are closely monitoring the situation. The GNAT in a statement issued by its president, Mr Paul Apanga (as reported in the Ghanaian Times of Tuesday, April 6, 2010) criticized the Minister for assuming the responsibility of transferring district, municipal and regional directors of education, a function that was the preserve of the Director-General of GES, GNAT further described the action of the Minister as a recipe for confusion in the GES. We hope GNAT will be a bit soft on the Minister as he finds answers to some of his actions of late. Time will also tell whether Mr Bannerman-Mensah has been sacked or only taken his leave. The appointment of Mr Samuel Bannerman-Mensah as the Director-General of the GES was done by President J.A. Kufuor on January 15, 2007. Until his appointment, he was one of the Deputy D-Gs of the GES. The appointment of the D-G of the GES or Chief Executive Officer of GES is the responsibility of the GES Council which invites applications from suitably qualified Ghanaians, shortlisting the applicants and conducting interviews for selection.

It should be noted though that, it is the President of the Republic who gives the nod to the

appointment of the D-G. The President acts on the advice of the GES Council and in consultation with the Public Services. What makes the case of the current D-G a bit unclear is that GES has had eleven D-Gs (some were in acting capacity though) yet none of them was asked either by the Council or the Ministry of Education to proceed on accumulated leave. That is why it will be prudent for the Council or the Ministry to throw more light on the current D-G leave when he had not applied for one. For the records, the first D-G of GES was Prof. Nicholas Owusu Anim who was then the Dean of the faculty of Education at the University of Cape Coast. After him came Mr. P.A. Owiredu who died while on the job. The next was Prof. S. Djanagmah of the University of Ghana. Coming after him was Prof. C Lokko who was then at the school of Administration, University of Ghana. And then it was the turn of Alhaji Rahimu Gbadamoshie who was the Director for Manpower. Mr. S.K. Obeng who was the next was in acting position. He was also Director of Manpower until his appointment as Acting Director-General. Mr Alex Tettey-Enyo, a Deputy DirectorGeneral, was the next Director-General in acting position. The next acting Director-General was Mr John Budu-Smith. And then Prof. Christopher Ameyaw Akumfi as Director General. The next was Rev. Ama Afo Blay, whose period of interview and her subsequent appointment as Director-General took almost two years, thereby not getting the opportunity for a full four-year term. Her delayed appointment could be attributed partly to the reconstitution of the GES Council at the time which saw Prof. Abena Dolphyne as the Councils Chairperson. Rev Ama Afo Blay handed over to Mr Michael Kenneth Nsowah, a Deputy Director-General who became Acting Director-General; a position he held until the appointment of Mr Samuel Bannermen-Mensah, who was also a Deputy Director-General. He took over as Director-General at a time when the challenges facing the GES were numerous. They included the 2007 SHS take off, getting the Training Colleges to become tertiary institutions and the duration of SHS which has a almost become a political issue in our educational history. We hope the GES boss will serve his accumulated leave and assume his duty until at least he finishes his first term of office which expires on January 14, 2011

INTRODUCTION

The collapse of several State-owned Enterprises is attributable to bad corporate governance and undue political interference, resulting in bad management, says Stephen Adei, Rector of the Ghana Institute of Management and Public Administration. He opined that the agenda of creating a Golden Age of Business must be anchored on good corporate governance.

COPERATE GOVERNANCE is concerned with the way corporate bodies are

governed; as distinct from the way businesses within those companies are managed. Corporate governance addresses the issues facing board of directors, such as the interaction with top management, relationship with the owners and others who are interested in the affairs of the company. Source (Tricker 1994). The definition of Corporate Governance by Tricker (1994) clearly indicates and explains that Corporate Governance is made up of structures that address conflicts in ownership and management and also interaction with the top management. Corporate Governance is built on some fundamental principles and it includes the following; TRANSPARENCY: This involves management explaining to those to whom it owes responsibilities, the companies policies and actions. The actions and decisions of management and employees must also be explained to the shareholders and other stakeholders. Their actions must not distract the owners and stakeholders interest. ACCOUNTABILITY: The board of directors are accountable to the shareholders and management is accountable to the board of directors. In General, both the Board

of directors and the management are accountable to the shareholders. They need to account to the shareholders what they have been able to really achieve with their share capital. OVERSIGHT: There should be an existence of a system of checks and balances. This is to prevent misuse of power in the organization and also to facilitate suitable management retort to change and risk. ETHICS: A corporation must set ideal standards of ethical behaviour within and outside the organization. This can be done through the establishment of policies that ensure decency Mr. Mensah Bannerman was asked to proceed on a compulsory leave by the Minister of Education. Critically analysing this issue, the following may be attributed as reasons why this is a Corporate Governance issue. The Director General was asked to proceed on a compulsory leave, but according to Ghana Education Service (GES), this should not have been news at all if it were just like any other leave, this is because he was the first Director General to be asked to proceed on leave. Perhaps what made it news was the fact that, he was asked to proceed on leave in a manner that seemed like his removal from office. He stated this as a new trend unfolding in Ghana where topmost personalities are asked to proceed on leave which happens to be a polite way of saying, you have been sacked. The Ghana Education Service believed, it was not just a leave We do not think that is exactly the case with Mr Bannerman-Mensah, because since the inception of the GES, no Director-General has been asked to proceed on leave, when the Officer in question had not applied for leave and has also not finished with at least his or her first term of office.

Secondly, the minister should not have been the one to ask him to proceed on the compulsory leave, according to GNAT. The GNAT in a statement issued by its president, Mr Paul Apanga (as reported in the Ghanaian Times of Tuesday, April 6, 2010) criticized the Minister for assuming the responsibility of transferring district, municipal and regional directors of education, a function that was the preserve of the Director-General of GES, GNAT further described the action of the Minister as a recipe for confusion in the GES.

Thirdly this also takes away the independence of the Ghana Education Service Council. (GES), which is one of the main concepts in corporate governance. Independence here refers to the extent to which procedures and structures are in place so as to minimise potential conflicts of interest that could arise by key players like Chairman of the BOD, CEO, NonExecutive Directors and Professional Advisers. His appointment by Ex-president Kufour and the action of the minister (for him to go on a compulsory leave which according to sources seem like his firing) also raises a serious issue on appointments of board and removal of board. The appointment of Mr Samuel Bannerman-Mensah as the Director-General of the GES was done by President J.A. Kufuor on January 15, 2007. Until his appointment, he was one of the Deputy D-Gs of the GES. The appointment of the D-G of the GES or Chief Executive Officer of GES is the responsibility of the GES Council which invites applications from suitably qualified Ghanaians, short listing the applicants and conducting interviews for selection. Though, it is the President of the Republic who gives the nod to the appointment of the Director General; the President acts on the advice of the GES Council and in consultation with the Public Services. This again becomes more clearly a corporate governance issue when the statement above proves that there are laid down structures.

There was an unfair treatment of stakeholders, in a sense that, they did not take their interest into consideration thereby causing stakeholders disapproval as was stated. Although some stakeholders in education have learnt with utter dismay and disquiet the purported removal or otherwise of the GES-D-G, the assurance by the Minister that GES-D-G has taken his accumulated leave, which perhaps is normal, has made some stakeholders, especially, The Conference of Heads of Assisted Secondary Schools (CHASS) and Ghana National Association of Teachers (GNAT) keep their fingers crossed and are closely monitoring the situation. The GES can solve the above corporate governance issues by adhering to the following proposed solutions: There should be clearly defined and an effective process put in place for making board appointments that comprise a mix of proficient directors who will know their roles and powers. The absence of clearly defined goals and powers of board weakens accountability mechanism and threatens the achievement of organisational goals. This clearly indicates that the Director General should have been at least allowed to finish his first term in office and also be allowed to apply for the leave himself. Furthermore, there should be definition of board skills to enable them undertake their functions efficiently and effectively, the board must possess the necessary blend of qualities, skills, knowledge and experience. There should be a clear structure in place which allows for board appointment and removal. There should be transparency of information which involves the explanation of company policies and actions to those to whom it owes responsibilities such as the GNAT and CHASS in the GES. It should lead to the making of appropriate disclosure without distracting companys strategic interest. To explain further transparency means openness in the

companys relationship with it employees as well as the conduct of its business that bear scrutiny. Another critical solution is an oversight role there should be an existence of a system of checks and balances in other to prevent misuse of power like the act of the Minister of Education and facilitates timely management responses to change and risk. Notwithstanding the solution associated with the above problems and solutions certain mechanisms should be put in place to curb the above. The boards should be allowed to operate independently; Board members must be trained and equipped for their work, also management is appointed by a properly constituted Board and made accountable only to the Board; and Board compensation must reflect Board members' responsibility It must be a vital thing for any company or organisation to have its Board Chairman and CEO work towards a common goal without compromising the distinct roles of the Chairman to assure that the Board functions well and that of the CEO as the chief or principal administrative, technical and disciplinary officer of the organisation. Another significant mechanism that the GES should take is fairness. The vision statement of the company must comprise the essential constituent of business, which include society and the environment. They have to note that a business cannot achieve the welfare of any of its constituents without the fulfilment of the interest of other stakeholders like the CHASS, GNAT. The act of governance should be balance enough to ensure the welfare and wellbeing of all; balancing the benefit among these three essential components of business society, environment and stakeholder.

In conclusion, corporate governance issues in terms of weaknesses are inevitable but if proper structures are put in place from the onset of operations they can be controlled and may sometimes even be avoidable in organisations.

REFERENCES Ghanaian Times of Tuesday, April 6, 2010. GES Website. Corporate Governance hand out.

INSTITUTE OF PROFESSIONAL STUDIES-LEGON

BACHELOR OF BUSINESS ADMINSTRATION CORPORATE GOVERNANCE EVENING SESSION

NAME MARTHA ANSU BIYAA EVELYN MANTE ALAN ARCHAMPONG ROBERT AMFEDU HAMMOND MICHAEL KUSSI REGINA AMPONSAH EBENEZER AKITEY SHERRIF DORCAS DAVIES BOATEMAA DARKWA G. ADJOA ANIMA FRIMPONG YAA BOMO BENNIE I.D no 08BBW008 08BBW019 08BBW048 08BBR013 08BBW106 08BBW016 08BBW013 09BBW220 08BBW103 08BBW068 08BBW111 SIGN