Hon Members, I refer thenominations to the AppointmentsCommittee for consideration and report.
MrSpeaker, this is a very useful informationto the House and I guess the House wouldhave to act speedily in handling this. Mr Speaker, if I may, have you had theoccasion to remind the President thatthese are Deputy Ministerial nominationsthat he is offering to us for consideration?It is a key matter which is still outstandingafter the sudden transition that affectedour Hon Colleague, Hon (Dr) KwabenaDonkor. Because of the affliction thisnation is experiencing, would it not beprudent to have a substantive HonMinister responsible for Power? Mr Speaker, maybe, you may remindhim that it is still outstanding.
Mr Speaker,I think the Hon Minority Leader has raiseda good point, but what I would want totell him is that, there is a popular sayingthat;‘di wu fie asem' l -- [Laughter.]
If you were not HonLeaders, I would have ruled the two ofyou out of order.[Laughter.] Votes and Proceedings and theOfficial Report
Hon Members,Correction of Votes and Proceedings. [No correction was made to the Votesand Proceedings of Monday, 11th July,2016.] At the Commencement of PublicBusiness, Hon Deputy Majority Leader?
Mr Speaker, item number4 -- Presentation of Papers. The HonMinisters are here to present the Papers. SPACE FOR COMMUNICATION - PAGE 1 - 10.55 A.M.
Very well. Hon Members, presentation of Papers.Item numbered 4 (a) by the Hon Ministerfor the Interior.
Hon Members, let me getthe clarification right. Are you the oneresponsible for pensions?
Mr Speaker, I amexercising oversight of the NationalPensions Regulatory Authority (NPRA).
Hon Members, is it anHon Minister of State at the Presidencyor you are the one responsible? I thoughtthat it is an Hon Minister of State at thePresidency. We want to get this positionvery clear.
Mr Speaker, thePresident conveyed them through hisChief of Staff, a letter mandating me toexercise oversight of the NPRA.
Mr Speaker, asI recall, when we were considering someBills, he was designated as the HonMinister responsible for Pensions.
Indeed, that was why Iadded the Presidency. If you areresponsible, then they should have putyour Ministry there. So, let us correct itand then put the Ministry -- [Pause] Hon Majority Chief Whip?
Thank you, Mr Speaker. Mr Speaker, I thought what is on theOrder Paper is right. It says “By theMinister of State Responsible forPensions”. Mr Speaker, if you look at the wordingof article 78 of our Constitution, all theHon Ministers are Hon Ministers of State.So, it is saying that the one responsiblefor Pensions.
Hon Majority ChiefWhip, you are right, but this Houseought to know who is in charge -- theparticular person. So, we would know whoto direct Questions to when it comes tomatters of pension. So, we would want toknow who is in charge and that is why wehave to clarify this issue and know who isresponsible. Now, the Hon Minister for Employmentand Labour Relations has informed theHouse that he has communication fromthe Office of the President, asking him tobe responsible for Pensions. So, there aretwo ways; we either put his name there asof now, or we would just put “Ministerresponsible for Pensions”. But when we put a “Minister of State”,it sends a certain signal as if it is one ofthose Hon Ministers at the Presidency.
Yes, Hon Minister?
Mr Speaker, youare absolutely right. Historically, my Hon Colleague, HonFifi Kwetey, then Hon Minister of Stateresponsible at the Presidency, exercisedsome responsibility over matters relatingto the NPRA. When there was the crisisover the second tier pension, which wasdedicated to me to look at, the Presidentsubsequently asked me to exerciseoversight responsibility. Mr Speaker, I so submit. Thank you.
So, as of today, you areresponsible for pensions and so, whywould they not put your Ministry's namethere? Mr Joseph Osei-Owusu -- rose --
Hon Member for Bekwai?
Thank you, MrSpeaker. Mr Speaker, Hon Haruna Iddrisu is theHon Minister for Employment and LabourRelations. If he has been givenresponsibility to oversee pensions, it doesnot change his designation. So, hisdesignation must be there but we musttake it that, the Hon Minister forEmployment and Labour Relations is alsothe Hon Minister who has responsibilityfor pensions. We cannot have an Hon Minister ofState for Pensions when we do not haveany such designation; we have not vettedanybody for that position.
Hon Members, the Paperhas been laid by the Hon Minister forEmployment and Labour Relations. Referred to the Committee onEmployment, Social Welfare and StateEnterprises.
Hon Members, itemnumbered 4 (c)? By the Chairman of the Committee Report of the Finance Committee onthe request for waiver of taxes,customs duties, Value Added Tax,National Health Insurance Levy,destination inspection fees, ExportDevelopment Investment Fund andECOWAS Levy, withholding taxesand other project related taxesamounting to US$152,028,066.00 ongoods and equipment imported orpurchased locally for the WesternCorridor Gas InfrastructureDevelopment (WCGIDP).
Hon Members, itemnumbered 4 (d)?
Mr Speaker, the number4 (d) is not ready.
Hon Members, 4 (d) isdeferred.
Mr Speaker, with yourpermission, if we could go to the itemnumbered 8. Mr Kyei-Mensah-Bonsu -- rose --
Yes, Hon MinorityLeader?
Mr Speaker,just a little observation. I believe that the Immigrations ServiceRegulations, 2016, is one Regulation thathas come timeously after the passage ofthe Act. It has not taken too long for thisto come, and I believe that we should be
Mr Speaker,I believe we are just splitting hairs. AllHon Ministers are Hon Ministers of State,but they are designated to specificMinistries and that is why today, we havethe Hon Minister for the Interior. Indeed,the Hon Minister for the Interior -- howwe have crafted it is our own creation. Thefull complement is the “Hon Minister ofState responsible for the “Interior or“Minister of Interior” -- as simple as that. We have decided to use the word “for”and “for” definitely comes withresponsibility. So, it is the “Ministerresponsible for the Interior” and that isthe full complement of it. Mr Speaker, butwe decided to shorten it and say “HonMinister for the Interior”. In this case, allthat the others are saying --[Interruption.]
In this case,all that the others are saying is that, theyought to have written “By the Ministerfor Employment and Labour Relationswith responsibility for the NationalPensions Regulatory Authority”. That iswhat the others are saying, that it oughtto have been done so. Mr Speaker, as I said, we are onlysplitting hairs. I think that once weunderstand, let it be so with thisunderstanding. But he is the Hon Ministerfor Employment and Labour Relations,who has responsibility for the NationalPensions Regulatory Authority. [Pause.]
Mr Speaker, furthermore,I do not recall this House vetting anybodyfor the position as Hon Minister of Stateresponsible for Pensions. We have notapproved any such position. So, it is verycomplicated. If this House had approvedthat, then I would agree.
Hon Members, please,the Hon Minority Leader is on the floor. Icannot hear what he is saying. Thebackground noise is getting out ofcontrol.
Mr Speaker,as you know, Parliament is programmedto adjourn on the 29th, and yet theImmigration Service Regulation issupposed to empower the Service in theperformance of their functions. As I have said, we have 13 days afterthe laying of this very importantRegulations. Today is the 12th, andParliament is programmed to adjourn on29th. So, not counting today as theConstitution provides, we have just 13more days, even when we haveconscripted Mondays to be Sitting days. Mr Speaker, what it means is that, wehave barely 13 days, and if we do not haveany space, it might mean that this couldonly come into force, perhaps, after theGeneral Elections, or perhaps, if we couldcreate some space in September or Octobersomewhere to have this come into fruition.This is because they need the Regulationsto be able to perform the requisite functionsinvested in them. [Interruption.] Mr Speaker, I hear somebody say I amsuggesting something. I cannot suggestSundays. I cannot suggest even Saturdaysbecause we need to exit as early as
possible. This is an election year, andthere cannot be any timber logs in the wayof the contesting parties. Mr Speaker, so, that is just a note ofcaution that I am sounding. Those of themin the incubation should be forewarnedthat Parliament is adjourning on the 29th.This is the observation that I would wantto throw out there. It should not even bea day after.
Hon Member, that is whatwe are proposing, but we have not firmedthe date yet.
Mr Speaker,with respect, I thought the BusinessCommittee has firmed up.
I would adjourn theHouse.
Mr Speaker,I know you would adjourn the House,except that the Speaker --
Yes, I am aware of the29th, but we are here to serve the people.
Mr Speaker,we are here to serve the people but whenthe House decides, the Speaker who withrespect is not a member of the House,technically, cannot vary it.
Unfortunately, no HonMember of the House can adjourn theHouse. [Laughter.] Hon Members, let us make progressnow. Hon Deputy Majority Leader, what itemare we taking?
Item number 8 on page 3of the Order Paper.
Hon Members, itemnumber 8 on the Order Paper -- HonChairman of the Committee.
Mr Speaker, I begto move, that this Honourable Houseadopts the Report of the Committee onFood, Agriculture and Cocoa Affairs on (i) Regulation C/REG.4/05/2008 onharmonisation of the rulesgoverning quality control,certification and marketing ofplant seeds and seedlings in theECOWAS Region; and (ii) Regulation C/REG.13/12/12Relating to fertilizer qualitycontrol in the ECOWAS Region. Introduction The Regulation (C/REG.4/05/2008) onharmonisation of the rules governingquality control, certification and marketingof plant seeds and seedlings, andRegulation (C/REG. 13/12/12) relating tofertilizer quality control in the ECOWASRegion were laid in Parliament on 14thJune, 2016, by the Minister for Food andAgriculture. The Rt Hon Speaker referred the twoAgreements to the Committee on Food,Agriculture and Cocoa Affairs, forconsideration and report, pursuant toarticle 75 (2) of the 1992 Constitution andOrder 176 of the Standing Orders ofParliament. The Committee subsequently met withthe Ministry of Food and Agriculture andthe Seed Council and considered the Agreements. The Committee is grateful tothe Minister for Food and Agriculture, DrLimuna Mohammed-Muniru, the DeputyMinister in charge of Crops, Dr AlhassanAhmed Yakubu, the technical staff of theMinistry and the representatives of theSeed Council for their invaluable inputs. The scope of this Report covers thetwo (2) Regulations referred to theCommittee. Reference materials In considering the Agreements, theCommittee made reference to the followingdocuments: i. The 1992 Constitution of Ghana;and ii. The Standing Orders ofParliament. Background information It is estimated that the agriculturalsector contributes between 25 per cent to65 per cent of the Gross Domestic Proudct(GDP) of ECOWAS member countries.However, the sector is characterised bydominance of small-scale farming, withlow productivity due in part to the lowuse of fertilizers and poor seeds. In many cases, the response to theincreasing demand for food has resultedin expanding the area cultivated. Thisstrategy has contributed to theprogressive land degradation and itsattendant loss of soil fertility. It is again estimated that, potentialdemand for seed for six crops (maize, rice,sorghum, cowpea, soybean andgroundnut), in seven countries, (Ghana,Nigeria, Burkina Faso, Senegal, Niger,Mali and Gambia) increased from 565,000to 762,676 tonnes between 2009 and 2012,while actual seed supply during the sameperiod increased from 35,000 to 99,452
Any seconder? Hon Member for Kwadaso andRanking Member of the Committee?
Mr Speaker, I rise to secondthe Motion ably moved by the HonChairman of the Committee on Food,Agriculture and Cocoa Affairs. Mr Speaker, in seconding the Motion,I would want to reiterate two basic pointswhich have been raised in the Reportcovering the Regulations. The first hasis to do with the supply of fertilizers. tonnes. Thus the demand for seed wasmuch greater than supply during theperiod under consideration. In 2015, thesupply of seeds in these countries hadincreased to 314,000 tonnes. From the above indication, it is clearthat farmers are increasingly gettingaccess to more quality certified seeds, andthe private sector investment in seedproduction and distribution is alsoflourishing. To sustain the private sectordrive in the seed sector, while at the sametime maintaining quality, there is the needto have a legal framework to regulate thetrans-boundary trade of seeds amongECOWAS countries. Hence the decisionof the regional body to adopt theRegulation (C/REG.4/05/2008) onHarmonisation of the rules governingquality control, certification andmarketing of plant seeds and seedlings. Studies have also shown that, fertilizerconsumption in West Africa is one of thelowest in the world. FAO hasrecommended that in order to meet theobjective of six per cent annual growthof agricultural productivity that was setby the Comprehensive Africa AgricultureDevelopment Programme (CAADP),adopted by NEPAD in 2003, the averageannual fertilizer application rate in WestAfrica should be increased from thecurrent eight kilogrammes per hectare to23kg per hectare. Such advocacy for increased fertilizeruse must also be complemented by theneed to strengthen fertilizer qualitycontrol. A study by International FertilizerDevelopment Centre (IFDC) in 1995 on thequality of fertilizers marketed in WestAfrica, indicated that even though thephysical properties of marketed fertilizersare acceptable, 43 per cent of productswere nutrient deficient while 58 per cent
Hon Members, I wouldput the Question. This is a very straight-forward matter. I have listened to the HonChairman of the Committee and the HonRanking Member, and I want to put theQuestion, unless somebody feelsstrongly about making a point which isdifferent from the points that have beenmade on the floor of the House. Hon Members, the Motion is a Reporton two Regulations. Question put and Motion agreed to.
Is the Hon Minister forFood and Agriculture here?
Mr Speaker, they are inbig trouble. So, which one do we take?Are we taking the scommissioningexplanation or we are taking theexplanation about the Hon Minister beingin his own region with the President?Which one do we take now? [Laughter.]
Hon Deputy MajorityLeader -- Very well.
Mr Speaker, I had togive the information to my Hon Colleague.And I told him that the President is in thenorth with the Minister to deal with theissue of the dam. Truly, I did not specifyto him whether it was in the Upper Westor Upper East or the Northern Regions. Ijust told him that the President is in thenorth. Mr Speaker, Upper East is part of thenorthern part of the country.
Are you taking responsibilityfor misleading the Hon Deputy MajorityLeader? This is because you were therewhen he was speaking.
Mr Speaker, I was. Ifyou noticed, I was whispering to him. Itwas not really his own. I said “in thenorth”. But he knew the Hon Minister isfrom the Northern Region. I said he is inthe north to help the President on theissue of the dam. So, if the information to the Housethrough the Hon Deputy Majority Leaderis not clear, it is my making.
Hon Members, I believethey have clarified that it is not in theNorthern Region but it is in the Upper EastRegion, and that he has misled the HonDeputy Majority Leader.
We take the correction. So,for the purpose of the dam, he is in theUpper East Region. [Laughter.]
Mr Speaker, the HonMinister is not here but he has authorisedhis Deputy to --
Where is he?
Mr Speaker, the Presidenthas gone to the Hon Minister's region atthe moment. So, he is in his regionreceiving the President to perform officialduty. So, he has asked permission for theDeputy Minister --
Hon Deputy MinorityLeader?
Mr Speaker,the President is not in the region of theHon Minister for Food and Agriculture.The Minister comes from Damongo,which is in the Northern Region. ThePresident is not in the Northern Region,and the Minister is not from the UpperEast Region. There is a big differencebetween the Northern Region and UpperEast or Upper West regions. The man isfrom Damongo. The President has not come toNorthern Region. I heard and I guess hemay come to the Northern Region aftertomorrow or by tomorrow. He has notcome there. So, the Hon Minister cannotbe in the Northern Region.
Mr Speaker, thePresident is in the Upper East Region forthe Presidential tour,. but he isperforming a ceremony to commission theTamini Dam and the Hon Minister hasoversight for the exercise. That is whyhe is out of town and his Deputy, who isour Colleague, has been authorised totake the Motion on his behalf.
Mr Speaker, which one dowe take?
I raised the issue becauseI know the Hon Deputy Minority Leaderwould be asking. That is why I --[Interruption.]
Hon Minority Leader, Ithought we have resolved the matter. Hon Minority Leader?
Mr Speaker,the Majority Leader has another hat,which is that, because the party thatdominates the Chamber is the party thathas produced the President, he is incharge of Government Business; that isthe Majority Leader. The Deputy Majority Leader is theperson who, in the absence of the HonMajority Leader, is in charge ofGovernment Business. The Chief Whipcannot usurp the responsibilities of theDeputy Majority Leader. He is the onewho, for the time being, is in charge ofGovernment Business. In this case, Mr Speaker, who giveswho information?
Hon Minority Leader,let us draw the distinction. He did not sayhe is in charge of Government Business.He says he provided the information asthe Chief Whip, to get people'sattendance upon the House. That is thepoint that he has made, but let them -- Who is in charge?
Mr Speaker, the HonDeputy Majority Leader is in charge. Hesent me to the Hon Deputy Minister forFood and Agriculture to get informationfor him. He sent me. He asked me, “whereis the Hon Minister?”, I said; “he is nothere”, it was his Deputy. Then he said,“can you ask him where his Minister is?”So, I went to fetch the information forhim. He sent me to get the information fromhis deputy, so, he is in charge. I was onlysent by him, just as if the Hon Majority
Mr Speaker,the Leader of Government Business is notin charge of Government Business in thisChamber alone. Information from theExecutive should come directly to theLeader of Government Business. It shouldnot be sourced from Deputy Ministerswho avail themselves in the Chamber. Mr Speaker, it should come directlyfrom the Presidency to the Hon DeputyMajority Leader. It should not be fetchedby a Chief Whip to be furnished to theDeputy Leader. This is really anincongruous situation that we have, andI do not know who is really in charge ofGovernment Business here. Mr Speaker but if you observed, whenthe Hon Deputy Majority Leader wantedto rise to respond, he was held down bythe Hon Majority Chief Whip, using hisleft hand, that he should allow him to talk.
Hon Deputy MajorityLeader, did he hold you down?[Laughter.] I did not see it.
Mr Speaker, he did not dothat -- [Laughter] -- In any case, theHon Minority Leader would agree that,we are in charge of our Business and thatis the way we are doing it. We are in charge. I asked the Hon Deputy Minister forFood and Agriculture, who is sittingbehind, to know where the Hon Ministerwas, and that is the information that hegave. So, that is the way we are doingour Business.
Mr Speaker, no! If theHon Minister has Business in Parliament,and for some reason, he would not bepresent, and would send his Deputy, he must inform the person in charge ofGovernment Business that; “I am goingto this place or I am taking permission fromyou. I would not be there. I am sendingmy Deputy”. It should not be in the Chamber thatLeadership in Parliament would now beasking the Deputy Minister where hisMinister is. That means, there was nopermission sought from them. It is just bychance that the Deputy is here to takecharge. That would be my -- Then theyshould have known where the man was.
MrSpeaker, I am not in this Chamber bychance. I am a full Hon Member of thisHouse, representing the good people ofMion Constituency. Thank you very much, Mr Speaker.
Hon Members, it is abetter practice when a Minister hasbusiness in the House and he would notbe in attendance, he must not only informhis side of the House, but he must informthe Clerk. That is the best practice all overthe world. It makes things easier foreverybody. But the Deputy is here, so HonMembers, we would ask the Hon DeputyMinister for Food and Agriculture to moveitem numbered 9 on the Order Paper.
Mr Speaker, I riseto second the Motion.
On a point ofOrder. Mr Speaker, for a Resolution, I donot think we have the numbers.
Hon Members, I have notcounted. I would let them count to be sure.Clerks-at-the-Table? Hon Minority Leader, have youcounted? Do we have the number?
Mr Speaker,I am imagining, but I believe if anybodyshould do physical counting, there maybe a problem. But I am imagining.
Mr Speaker, I believe weshould not count. Just put the Questionand let us move on with Business,because if we count there may be a biggerproblem.
Mr Speaker, with yourpermission, let us go back to Presentationof Papers, as contained in the Order PaperAddendum.
Hon Members, I refer youto the Order Paper Addendum --Presentation of Papers.
Hon Frist DeputySpeaker to take the Chair.
Item 11, the SecuritiesIndustry Bill, 2015 at the ConsiderationStage.
Hon Members, theSecurities Industry Bill, 2015 at theConsideration Stage. [Pause.]
BILLS -- CONSIDERATIONSTAGE
Hon Chairman of theCommittee? Clause 191 -- Rights of claimant onpayment from fidelity fund
No! Just for myinformation. Question put and Motion agreed to. Resolved accordingly.
Item numbered 10, HonDeputy Minister? Regulation C/REG.13/12/12Relating to Fertilizer Quality Controlin the ECOWAS Region
Mr Speaker, Ibeg to move that, WHEREAS by the provisions ofarticle 75 of the Constitution anytreaty, agreement or conventionexecuted by or under theAuthority of the President in thename of Ghana is made subjectto ratification either by an Act ofParliament or by a resolution ofParliament supported by thevotes of more than one-half ofall the Members of Parliament. In Accordance with the saidarticle 75 of the Constitution thePresident has caused to be laidbefore Parliament through theMinister responsible for Foodand Agriculture Regulation C/REG.13/12/12 Relating to fertilizerquality control in the ECOWASRegion on 14th June, 2016. NOW THEREFORE, this HonourableHouse hereby resolves to ratify thesaid Regulation C/REG.13/12/12relating to fertilizer quality controlin the ECOWAS Region.
Mr Speaker, I rise tosecond the Motion.
Mr Speaker, I beg to move,clause 191, line 4, before “loss”, insert“pecuniary”.
“Claimant in relation to thepecuniary laws suffered by themisappropriation of moneys”. Question put and amendment agreedto.
MR FIRST DEPUTY SPEAKER
Mr Speaker, I beg to move,clause 193, subclause (2), line 3, before“exchange”, insert “stock”. Mr Speaker, this is consequential towhat we have been doing. Question put and amendment agreedto.
Mr Speaker, I beg to move,clause 193, subclause (3), line 4, before“exchange”, insert “stock”. Question put and amendment agreedto. Clause 193 as amended ordered tostand part of the Bill. Clause 194 -- Power of governing bodyto enter into contracts of insurance.
Mr Speaker, I beg to move,clause 194, subclause (2), line 2, before“exchange”, insert “stock”. Mr Speaker, it is consequential. Question put and amendment agreedto.
Mr Speaker, I beg to move,clause 194, subclause (3), line 4, before“exchange”, insert “stock”. Mr Speaker, this is also consequential. Question put and amendment agreedto. Clause 194 as amended ordered tostand part of the Bill. Clause 195 to 196 ordered to stand partof the Bill. Clause 197 -- Accounts and audit ofissuers and licensees.
Mr Speaker, I beg to move,clause 197, subclause (1), delete and insertthe following: “(1) A person who is an issuer of publicsecurities and a person licensedunder this Act shall prepareaccounts in accordance with: (a) internationally accepted accountingstandards adopted by the Instituteof Chartered Accountants, Ghana;and (b) additional accounting rules andstandards prescribed by theCommission”. Mr Speaker, the reason for thisamendment is to ensure that the accountsare prepared based on internationallyaccepted accounting standards, which
Mr Speaker,there is no advertised amendment forclause 198.
Yes, MrSpeaker. Just going through, I have noticed asmall matter that I guess should engageour attention. Clause 198 provides that: “A person other than a stockexchange or securities exchangeapproved by the Commission shallnot use or by inference adopt thename of stock exchange or securitiesexchange or exhibit at any place aname, title or description implyingor tending to create the belief thatthe body corporate is a stockexchange or securities exchange”.
“a person”, and ifwe maintain that, then we cannotintroduce the name: “body corporate”. It rather should read: “tending to create the belief thatthat person is a stock exchange orsecurities exchange”. We cannot now import “bodycorporate”. It rather should be “thatperson” because in the opening we haveused, “a person”.
How do yourespond, Hon Chairman of the Committee?
Mr Speaker, “the bodycorporate” used in line 5 actually refers tothat person which is prohibited by the useof the title “stock exchange” or “securityexchange” if that person has not beenapproved by the Commission to do so. So, the proposal by the Hon MinorityLeader to change “belief that the bodycorporate is a stock exchange” issomething that can be accepted becauseit does not change the intent of the clause.The “body corporate” here refers to “thatperson” or “a person” so we can replaceit with “a person” or “that person”,whichever fits the context.
I do notknow but -- So, your argument is that “aperson” stands for the body corporate.
Mr Speaker, exactly so --“A person” referred to in line 1 -- “aperson other than a stock exchange” --So, a “person” and a “stock exchange”and “security exchange” are all beingreferred to as persons: “A person” other than thosepersons that are approved by theCommission shall not use the titleor advertise that title than “thatperson”, or the person is a “stockexchange” or “security exchange”.So, we can change it to “thatperson” Clauses 198 to 201 ordered to standpart of the Bill.
Mr Speaker,by that same reckoning, we may have tolook at clause 199 (1) (b). “A director or an executive officerof a market operator, a securitiesexchange or an issuer who: (a) fails to take reasonable steps toensure compliance with the Act;or (b) fails to take reasonable steps toensure the accuracy andcorrectness of a statementsubmitted by that person underthis Act”. Mr Speaker, the use of “that person”in that construction is not clear. Whomare we referring to? This is because if youread clause 199 (1), it does not come outwith who we mean by “that person”.
If Iunderstand what is contained in thatprovision, it is as if we have been given alist of persons, if we are using it in thecorporate sense, or holding certainpositions. It reads: “A Director or an Executive Officerof a market operator, a securitiesexchange or an issue who fails totakes reasonable steps …” Does it not refer to those persons?
Mr Chairman, exactly so.“That person” refers to: “A director or an executive officerof a market operator, or securitiesexchange or an issuer who fails totake reasonable steps to ensure theaccuracy and correctness of astatement submitted by that personunder this Act”. So, “that person” there refers to eithera director, executive officer, securitiesexchange or an issuer.
HonMinority Leader, you appear to be shakingyour head. have been adopted by the Institute ofChartered Accountants (ICA), Ghana, inaddition to accounting rules andstandards prescribed by the Commission. Question put and amendment agreedto.
Mr Speaker, I beg to move,clause 197, subclause (4), line 2, delete “afine” and insert “an administrativepenalty” Question put and amendment agreedto.
Mr Speaker, I beg to move,clause 197, add the following new sub-clause: “(4) (a) An Auditor of an issuer ofpublic securities and a personlicensed under this Act shallhold office for a term of not morethan six years and is eligible forre-appointment after a cooling-off period of not less than fiveyears. (b) These cooling-off periods maybe varied by the Commission asit deems fit”.
“The auditor appointed by theissuer of public securities shall workfor six years and is eligible for re-appointment after a cooling-offperiod of not less than five years.” Question put and amendment agreedto. Clause 197 as amended ordered tostand part of the Bill. Clauses 198 to 201 Does “that person” refer to the directoror the executive officer?
Maybe, in clause 199(1) (b), line 2, instead of “that person”,we can say “a person” because we cannotrefer to the executive director himself --[Interruption.] It is anybody whosubmits information, it is “a person” notthe executive director or the executiveofficer himself. It cannot be the same, so“a person” will solve the problem.
Mr Speaker, Isupport the position of the Hon MinorityLeader because it seems to me that thedirectors and the executive officerssuperintend an issue, and when a thirdparty should furnish information that forsome reason, or the other lacks propersuperintendence, then they should besanctioned. So, if you understand it from thatperspective, “that person”, cannot be theone superintending; it should be a thirdparty who might have made certaininformation available, and they did notsupervise it. That would call for sanctions. This is because they consider it as anoffice if one is a director or executiveofficer and did not supervise certainmatters properly -- “fails to takereasonable steps to ensure compliancewith the Act”. They are supposed to superintend itso, “that person” cannot be the onesupervising it; it should be a third partywho should have done the right thing andthey failed to supervise it.
What aboutthe subtitle or the heading; Offences bydirectors and executive officers?
Mr Speaker,it cannot be. It is these people mentionedabove who should ensure the accuracyor correctness of a statement submittedby some other person. It is not theythemselves.
It is theythemselves.
Mr Speaker,let us read it. The Hon Chairman should not be onshort circuit. Please listen. It reads: “A director or an executive officerof a market operator, a securitiesexchange or an issuer …”.
HonMinority Leader, can you look at theheadnote -- Offences by directors andexecutive officers. That is what we aretalking about.
Mr Speaker,I have looked at that, but let us read this,with your permmission I quote: “A director or an executive officerof a market operator, a securitiesexchange or an issuer who fails totake reasonable steps to ensure theaccuracy and correctness of astatement submitted by that personunder this Act” How could you say it refers to thedirectors and executive officers under thisAct? I am not too sure, but if that is theunderstanding, well -- Mr Speaker,clearly, we are looking at somebody elseother than --What is the import ofsubclause (a)? “A director or an executive officerof a market operator, a securitiesexchange or issuer who fails to takereasonable steps to ensurecompliance with the Act.”
Mr Speaker, it is forthe lack of superintendence orsupervision, that is why it is an offence -- So, they should be punished for that, ifthey did not do their work well. They didnot ensure compliance. That is myunderstanding. Certainly, “that person”cannot be the same person who issupervising or ensuring compliance. Somebody must have done somethingwrong, and he was supposed to havedetected it and ensure compliance, but hedid not do so; that is why some offence isbeing attached to his misbehaviour. So, Ithink “that person” cannot be the one whois superintending over the matters.
Yes, HonDeputy Majority Leader and then the HonChairman of the Committee?
Mr Speaker, clause199,”Offences by directors and executiveofficers” is aimed at creating offences forthose people who failed to do “A”, “B” or“C”. So, in clause 199 (1), they list thepeople who are to be punished and itstarts by saying, “a director, an executive officer of amarket operator, a securitiesexchange or an issuer who…” So, these are the people who arereferred to in clause 199. If they fail to do“A”, “B” or “C”, then the offence that islisted would follow. They must be thepeople who must be punished.
Yes, HonChairman; after that, the Hon RankingMember?
Mr Speaker, first of all,clause 199 talks about offences that arecreated for the directors and executiveofficers. The statement that is referred tohere cannot be submitted by any other person but those people listed here -- adirector, an executive officer of a marketoperator, a securities exchange or anissuer. If I am a director or executive officer ofa market operator, securities exchange oran issuer, it is my duty to ensure that anystatement that is submitted is correct. Noofficer, apart from a director or executiveofficer is to submit such statement. So, ifeven the statement is submitted by ajunior officer, it is, I as a director, whowould be deemed to have submitted thatstatement. So, once I fail to do that, I wouldbe committing an offence which ispunishable. Here, we cannot assume that there areother classes of people who would besubmitting the statement.As a director, myduty would be to ensure that thestatement they submit is accurate. It ismy duty but no other person's. That isthe meaning.
Mr Speaker, as the HonDeputy Majority Leader said, we aretalking about two persons; the director orthe executive officer. If any of them failsto take reasonable steps to ensurecompliance with the Act, there is anoffence against them. It says; which I begto quote: “….fails to take reasonable steps toensure accuracy and correctness ofa statement submitted by thatperson under this Act”. Somebody must submit the statementto them before they can take time to checkthe accuracy. So, it cannot be the personwho submits it. Somebody must submitthe statement, for him to check theaccuracy. So, it must be submitted by aperson. You are right, however; they are theonly ones who must check the accuracy. I
HonChairman of the Committee, do you getthe point he is making? If we substitute‘that' with ‘a', will it not solve the problem?
Mr Speaker, no, it will notsolve the problem. It will not solve theproblem in the sense that the statementto be submitted would not be submittedto the director or the executive officer. Itis they who would be submitting thestatement to the Commission. So, I amsaying that, if a junior officer submits thatstatement, it would be the director orexecutive officer's duty so, that personwould be submitting it in effect. But if a junior officer delivers thestatement, it does not mean that hesubmits that statement. For example, if Iam the director or executive officer, I wouldbe submitting it, so if I fail to ensure thatthe statement is correct, then I commit anoffence which is punishable. That is themeaning.
Look at subclauses (2)and (3). Subclause (2) says: “In proceedings against aperson…” Subclause (3) says: “A person…”
HonMembers, unfortunately, we have put theQuestion. Can we get the Committee,despite the fact that we have put theQuestion, then those who have showninterest in it should consider it and if we need to effect a change during a SecondConsideration Stage, we can look at it?
Mr Speaker,I believe that should be the way to go.But just to let the Hon Chairman of theCommittee look at it from this angle. This whole section involves claims andthe person is supposed to look at it, verifyand authenticate that the claim is genuine.Now, if that person is supposed to takesome steps, but he or she does not takethose steps, and allow through, maybe,negligence or irresponsibility, forsomebody to reap where he has not sown,the person commits an offence. That isthe import of this. This is because the person would nothave taken reasonable steps to ensure theaccuracy of the submission to them. Thatis the import of this. I am struggling to seewhy the Hon Chairman would notappreciate the issue that we are raising. Ifit is submitted by a person, the director orthe executive officer is to ensure that theclaim that would be made, the submissionto him, he takes reasonable steps toensure that it is accurate. If he or she does not authenticatesomething willfully -That is why when wecome to subclause (3), it says and I quote: “A person shall not be convictedfor an offence under this subsection(1) unless, in the opinion of theCourt, the offence was committedwilfully”. So perhaps, the person would not havedetected it, but he or she is to takereasonable steps to ensure that theaccuracy of the claims are submitted tohim or her. Mr Speaker, that is the import of whatis contained in the provision.If he saysthat, more or less, the person issupervising himself, it cannot be! If you say that, maybe, we shouldrecline and have a Second Considerationof it, so be it.
Yes, HonChairman and then Hon Kpodo?
Mr Speaker, before westand it down for further consideration, Ijust want this --
We are notgoing to stand it down; we have dealt withit already but we would like you to take asecond look at it, if it is possible, toconsider it at a Second ConsiderationStage.
Thank you, Mr Speaker. Itlooks like we are still looking at this as if itis a person who is submitting a statementto the director or executive officer. No! This is an executive officer or a directorwho is submitting a statement to theCommission for a claim. And we aresaying that if you are submitting astatement for a claim and you do not takesteps to ensure that that statement isaccurate, you commit an offence. That isit. So, if we substitute “that person” with“a person”, it will mean that, apart fromthe person, as a director or an executiveofficer, any other person can submit thatstatement.
If you lookat the subclauses (2) and (3) that they aretalking about, you would see that it is adefence in proceedings of this nature forone to be saying that, it was some otherperson who was supposed to be carryingout that function and not him or her. It is agood defence for the person. So, it is possible for some other personapart from the person referred to here. Theperson can delegate, more or less, that isthe impression I get.
Mr Speaker, that is whyreplacing “that person”with “the person”would be problematic. When one goesto court, one could say “the person”being referred to is not him or her. If weput “that” there it would make it a definitepronunciation that, that person is the onebeing referred to -- the one who issupposed to submit the statement. Thatis why we have used “that person”.
Very well. Hon Members, we could go on and on,so let us leave it for now. We have taken adecision but we are entitled to review it atthe Second Consideration Stage. TheCommittee can look at it, together withHon Members who have pressed thepoint, so that at the Second ConsiderationStage we can take a look at it. Shall wetherefore move on to clause 202? Clause 202 -- Oath and confidentiality
Mr Speaker, I beg to move,clause 202, subclause (1), paragraph (b),line 3, before “after” delete “or” and insert“and not more than seven years”. Mr Speaker, the new rendition wouldread, “(1)A member of the Board and anofficer or an employee of theCommission shall… (b) maintain the confidentiality ofa matter in relation to thatduty which comes to theknowledge of that Boardmember, officer or employeeduring and not more thanseven years after the rela-tionship with the Com-mission”. Question put and amendment agreedto. Clause 202 as amended ordered tostand part of the Bill. “A person who, with intent todeceive makes or furnishes, orknowingly and wilfully authorisesor permits the making or furnishingof any false or misleading statementor report to the Commission, asecurities exchange or an officer ofthe Commission relating to…” So, if we separate them, “knowingly orwilfully”, I do not know how we woulduse “knowingly” only without adding the“wilfully”. I think that the two should gotogether; “knowingly and wilfullyauthorises”. I even think “knowingly”should not be there. It should just be“makes or furnishes, or wilfully authorisesor permits the making…” The “knowingly”should not be there.
Mr Speaker, I sharethe sense of the Hon Majority Leader. Iwas wondering where he has been all thiswhile without communication to you. When you say “wilfully” it is backedby knowledge. The mens rea is presentand it becomes tautology as far as I amconcerned to say “wilfully and knowigly”.So, “wilfully”, has the sense of knowing.When you do something wilfully, there isa mental dimension to what you are doingand you are aware of it. So, it would servea good purpose and make the draftingneater.
I think weare on all fours now, so we can do withoutone of them and retain the other.
Mr Speaker,you might know something but notpurpose to do it. The “Wilfully”, impliespurposing to do it;the person purposesto do it. The person might know about itbut he or she might not purpose that itshould be done that way. That is why it issaid that if we have to use “knowingly” and make it an offence, then we shouldseparate it from “wilfully”. But because ithas been canvassed by the Hon MajorityLeader and Hon Atta Akyea, then clearly,“knowingly” would not be wrong.
HonMembers, we would leave “knowinglyand” and maintain “wilfully” and I thinkwe are home and dry. Question put and amendment agreedto. Clause 201 as amended ordered tostand part of the Bill.
HonMembers, now we move on.Hon Chairman, have we dealt withclause 203?
No, Mr Speaker. Clause 203 ordered to stand part of theBill. Clause 204 -- Freezing of assets
Mr Speaker, I beg to move,clause 204 -- subclause (1), line 1, after“application”, insert “ex parte or onnotice” Mr Speaker, the new rendition wouldread; “Where, on an application ex parteor on notice by the Commission, theCourt in camera is satisfied that theCommission has reasonablegrounds to suspect that a personhas committed or is committing anoffence under this Act or has beeninvolved in a crime in the securitiesmarket the Court may order”
Mr Speaker,with respect, if we could flash back toclause 201. There is no advertisedamendment, just a minor matter. Line 2reads; “A person who, with intent todeceive…” Even in that construction, there oughtto have been a comma. “A person who, with intent todeceive makes or furnishes, orknowingly and wilfully authorisesor permits the making orfurnishing…”. There is a conjunct between“knowingly and wilfully”. I am not surewhether it should not rather be a disjunct,so that we would have “knowingly orwilfully”. Should it be “knowingly andwilfully”? I think it should rather read“knowingly or wilfully authorises”.
HonMembers, it does not appear that we tookclause 201, did we? There is no advertisedamendment but we have not taken it.[Interruptions.] Have we taken it? Are yousure? Very well. Hon Members, we can go back toclause 201 and look at the point beingraised; “knowingly and wilfully” or“knowingly or wilfully”. This is because“wilfully” would imply “knowingly”. Socan it be alternated?
Mr Speaker, weshould leave it as it is. The intention is justto place emphasis. This is because“wilfully” includes “knowingly”. So, it isjust for emphasis. So, if you say “knowinglyor wilfully” it would appear like they aredifferent. What is the difference? Theearlier part of the sentence reads: whichwith your permmission I quote:
Yes, HonMajority Leader, did you not follow?
Mr Speaker, I did follow.But we need further explanation why theywould want to use the word “ex parte”. Ithought that the application should onlybe “on notice” and not “ex parte”.
HonMajority Leader, you are probably lookingat a situation where it is difficult, or thething is so urgent that coming “on notice”could cause a delay. But if you go “exparte”, and the order is made and you aregiven a limited time frame within whichyou would have to come back, maybe itwould save the situation.
Mr Speaker, then, what isthe need for the words “ex parte” or “onnotice”? This is because applications areeither “ex parte” or “on notice”. Why didthey have to insert it?
Mr Speaker,it is one orthe other; to give the Commission roomin circumstances where there is a need for“ex parte”, then one would go “ex parte”.Otherwise, it would be “on notice”. It is a very sensitive industry and thereare certain issues that one cannot go “onnotice” -- the crime would have beencommitted. So, it is either way -- TheCommission has that option but it is forthem to determine.
Mr Speaker, we would needfurther explanation. This is because whenit is left as it is, that is the implication,that the application could be made “exparte” or on notice” “where on applicationby the Commission…'' So, when we are minded to go furtherto break it down, then we would need adifferent subclause to convey what theyare saying now. We cannot insert it in themain clause. We would need a differentsubclause to explain it further that thereare some circumstances where theapplication has to be “ex parte”.But theway they would want to put all togetheris a bit confusing.
Mr Speaker, each casewould determine how one would go. Thatis why if we go to line 3, it reads; “… a person has committed or iscommitting an offence under thisAct or has been involved in acrime…” The circumstances are going todetermine which way one is going to go.One cannot determine that apriori.That iswhy it is put in that sense.But one couldgo “ex parte” or “on notice” when onedetermines the circumstances.
I believe theHon Minority Leader is suggesting that,in that case we could add one or two moreclauses which would show under whichcircumstances one would go “ex parte”or “on notice”.
Mr Speaker, I believethe rendition here is good for all purposes.It behoves the applicant to convince thecourt, because of the exigencies of themoment, and by reasons of the fact thatthe ends of justice might be defeated, oneshould go “ex parte”. Under the rules ofcourt, one has 10 days. One would havesaved a situation and have a temporaryrelief and then go “on notice”. I believe we should not prescribe themode of the application. It should be left, as an “application”. The one who is goingto court would study the case, situationspecific and would determine whether heor she would go “ex parte” or “on notice”depending on the facts one has.
Mr Speaker, it is exactlythe issue I raised, that we should leave itas it is. But if they are minded to explain itfurther by saying “ex parte” or “on notice”,then we would need additional clause totry and show why some should be “exparte” and some should be “on notice”. Ifwe leave it as it is, it means that any personcan decide that he or she is going on “exparte” or not. Anytime the Commission has put inan application he would go “ex parte” andsay that the law permits him to do that.But the intention is not to go “ex parte”on all cases. With some, notices have tobe given but the urgent ones could go“ex parte”. But if they put it that; “Where, on an application ‘ex parte'or ‘on notice', by the Commission...'
While theyhave not given the -- [Interruption.] Thisis because if the person is in the course ofcommitting the act, then one can go “exparte”.
Yes, Mr Speaker. If not,they should leave it as it is.
Mr Speaker, the infor-mation I have is that, under the Order 19of the High Court rule, where a statutedoes not describe how a motion is filed, itmust come “on notice”. We must state it clearly here, otherwise,we can only go by the “on notice”.
HonChairman, if you go only “on notice”, youare likely to get the whole exercisedefeated, where it is urgent, and thereforeyou need to go “ex parte”.
Mr Speaker, I believethe Hon Chairman was doing an incursioninto the legal area. We would accept the wisdom of ourseniors and leave it as it is. It makes moresense. We cannot accept the wording ofthe sponsors. We should move on andabandon the amendment. We are on safergrounds.We do not want the temptationthat somebody would choose only “exparte” because it is in the law.
Mr Speaker, with alldue respect, when we say “application”,embedded in that is one which is “exparte” or “on notice''. Both areapplications. Applications entail twothings; either one goes “ex parte” becauseof the urgency of it, where one shouldhave an order for 10 days, or one goes“on notice” as the justices of the caserequires.
Mr Speaker,I thought that what the Hon Chairmanrelated to the House really came from thetechnical people sitting behind. If indeedthat is true, then we must tread cautiously.This is because they wrote and the HonChairman laboured to read what they wroteto him. This is law. Mr Speaker, if what the technicalpeople wrote to him is accurate, then wemust be cautious. If he can furnish it to theHon Majority Leader — [Interruption] —so, I would want us to be very cautiousabout that.
HonMinority Leader, even if that is right, allthat the Hon Majority Leader is askingfor is for us to make the distinctionclear. This is because, we might be dealingwith the rights of certain bodies or personsand if we choose not to go on notice, butto go ex parte, even if the exigencies ofthe situation do not demand going exparte, we would be infringing — I would direct that the Committee takesa second look at it -- [Interruption] --abandon it.
Mr Speaker, what theHon Majority Leader and my Hon juniorColleague in Parliament said makes muchsense. An application is by ex parte oron notice. We do not want to spell out thecircumstances under which we could —we do not know. So, let the person decideand convince the judge. This way, we willachieve the same purpose. Mr Speaker, this is because, the danger,as he says is that, if we put the word, “exparte” and somebody decides that,because it is there, they are only going togo ex parte — that is where it is dangerous.So we should avoid the temptation of theperson wanting to go only ex parte.
What aboutlooking at this third option by thecommittee too?
Mr Speaker, which thirdoption?
You aresaying that it should be abandonedcompletely.
Mr Speaker, then weneed it by application.
But it isbeing suggested that, we couldcategorise —
It is only afool who does not change his mind.
Mr Speaker, one shouldchange one's mind when he or she hearssuperior arguments, but this situation ofgoing to determine special circumstancesof why one goes ex parte, is an exercisein futility. It is too theoretical. We cannotexhaust those situations even if we spendthe whole of next Parliament. It isimpossible. He should look at it. Mr Speaker, this is because, one goesto a judge to make an argument and theperson wants to list apriori, all thecircumstances? It is impossible.
Actually,the intention is to provide some generalsituation where one would have to go exparte. Just like it has been indicatedfurther down, that even when the order ismade, in some circumstances, it would bedangerous to have the party served witha notice.
Mr Speaker that is whyone goes to the judge to convince him orher. We should not set the stage here forpeople to circumvent ahead of time in law.That is the argument.
Mr Speaker, there is adimension to interpretation of statutecalled, “Judicial Infilling”. The JudicialInfilling is the principle which says that,there is no law which can capture everyscenario. Therefore we credit the justicesof the court with the capacity and abilityto fill in those gaps. granted. We should leave the argumentto the lawyer or to the applicant to arguehis or her point before the judge and forthe judge to inform himself or herself,whether the arguments canvassed by thelawyer or the applicant are ones that aretenable such that, his or her applicationought to be granted.
Mr Speaker, after listeningto superior arguments and submissions, Iwould want to withdraw the amendmentso that the rendition in the Bill wouldstand.
Do youwant the rendition in the Bill to stand? Can you go through it with us?
Mr Speaker, clause 204subclause (1), and I beg to quote: “Where, on an application by theCommission, the Court in camera Issatisfied that the Commission hasreasonable grounds to suspect thatthe person has committed or iscommitting an offence under thisAct or has been involved in a crimein the securities market the Courtmay order…”
Very well. I believe we would be safer with that. Hon Members, application to withdrawthe amendment granted. Clause 204 ordered to stand part of theBill. Clause 205 — Enforceable undertakings
HonMembers, there is no advertisedamendment to this clause. I will put theQuestion —
Mr Speaker, it would bevery difficult. This is because, the personis in the process of committing, and weare going to state what the process ofcommitting is — to find those thingswould be very difficult.
Mr Speaker,there is a reason I thought what the HonMajority Leader had indicated — that wethen go to describe situations whichwould require ex parte and those thatwould require notice. Mr Speaker, I say so because, followingafter that, if we come to subclauses (2)and (3), where orders are made ensuingfrom the application, we now have somethat have to come by notice and otherswithout notice -- the orders, and theyhave explained.
“3) Where an order is made undersubsections (1)(a) and (b), theCommission may. (a) Give notice of the order,unless the Commissionreasonably believes that thenotice is likely to obstruct theconduct of an investigationunder this Act; and…” Mr Speaker, they have given instanceseven in the issuance of orders. That iswhy I am saying that, I thought asespoused by the Hon Majority Leader, wemay perhaps have to explain thesituations which would require ex parteor those that would require notice, as hasbeen done with the issuance of orders,and we would be home and dry. I believethat would be a better way to go ratherthan saying that we should abandon theproposal from the Committee. Mr Speaker, but what we are attemptingto do is, to do substantive law as to howpeople should package their complaints.That is for the lawyers to do. A lawyerknows that this is a critical matter and theexigencies of the moment requires that heor she goes ex parte. We are aware that, with an ex parte,even in the afternoon that one thinks thatthere is an emergency, the person couldplead with the Registrar and they wouldusher the person to the Chambers, he orshe secures what they want and then theyhave ten days to come on notice. Mr Speaker, we should not reduce thisdrafting into how a lawyer should practicehis or her law, that is not our remit. Weshould give the general guidelines, andthe Hon Member quoted Standing Order19, which relates to Motions — C.I 47relates to motions. We know that Motionsare of two kinds; ex parte and on notice.So, I believe it would be very tidy if weleave it as it is and leave lawyers to goand do it in the court. It is not for uslegislators to show them what to do, giventhe exigencies of the whole matter.
Mr Speaker, Ibelieve that, beside the point that my HonColleague has raised, be it an ex parteapplication or a Motion on notice, one hasto justify before the court why he or shewants the ex parte application granted.The person does this by swearing to anaffidavit in support of the Motion ex parteor Motion on notice. If the person is able to justify theurgency of the situation, such that his orher ex parte application ought to begranted, the judge is going to grant the exparte application. Mr Speaker, we should not circumscribethe circumstances under which an exparte application ought or not to be
Mr Speaker,clause 205 line (1) provides: “Where a person is unable tocomply with the requirements of adirection under this Act”. -- I am not too sure of thatconstruction. What direction are wetalking about? Are we talking aboutgeneral requirements, or is it directives?Otherwise, if it is not directives, then wecould say where a person is unable tocomply with the requirements under thisAct. Otherwise, it should be directives.
Yes,Chairman of the Committee, how do yourespond to that?
Mr Speaker, I agree withthe Hon Minority Leader that it should be“a directive” -- “requirements of adirective under this Act”.
Very well. Hon Members, we have two options;either we take it as an amendment or wegive directives for the draftperson to usethe proper terminology. I think we will goby the latter one. Yes, Hon Majority Leader?
Mr Speaker, we take thisas the printer's devil and the draftspersonwould have to change it to ‘directives'.This is because, as I read through evenclause 205 (3), it is there, “without limitingthe directives that the Commission mayissue” and so it is just a printer's devil.The draftspersons should handle that.
Mr Speaker, I beg to move,clause 206, subclause (1), line 3, delete“a fine” and insert “an administrativepenalty”. Mr Speaker, this is consequential.
Mr Speaker, I would wantto correct the amendment on itemnumbered xx: the subclause should read(2) and not (4). So, Mr Speaker, I beg to move, clause206, subclause (2), paragraph (e), line 1,delete “banker” and insert “bank”.
Very well. Question put and amendment agreedto.
Mr Speaker, again, in thefollowing clause, the subclause shouldalso read (2) and not (1). Mr Speaker, I beg to move, clause 206,subclause (2), concluding phrase afterparagraph (e), delete “a fine” and insert“an administrative penalty” Question put and amendment agreedto.
Mr Speaker, I beg to move,clause 206, subclause (5), line 1, delete “afine” and insert “an administrativepenalty”. Question put and amendment agreedto.
Mr Speaker, I beg to move,clause 207, subclause (1), delete and insertthe following: “The Attorney-General mayauthorise the Commission toprosecute offences under this Actin accordance with article 88 (4) ofthe Constitution and section 56 ofthe Criminal and Other Offences(Procedure) Act, 1960 (Act 30).” Question put and amendment agreedto.
Mr Speaker, I beg to move,clause 207, subclause (2), delete, Mr Speaker, this will apply tosubclauses (3) and (4) as well , in view ofthe amendment proposed undersubclause (1), subclauses (2), (3), and (4)need to be deleted. [Interruption]
“The Attorney-General mayauthorise the Commission toprosecute offenses under this Actin accordance with article 88(4) ofthe Constitution and section 56 ofthe Criminal and Other Offences(Procedure) Act, 1960 (Act 30).” Mr Speaker, in view of that amendment,we now propose the processes to befollowed and captured under subclauses(2), (3) and (4) are no more relevant andthat is why the Committee is proposingthe deletion of these three subclauses.
Mr Speaker,technically, the amendment proposed bythe Chairman of the Committee, is not anamendment at all. He has only restructuredor should I say, reengineered the clause207(1). It is the same thing that he hasreconstructed. Clause 206 as amended ordered tostand part of the Bill.
Mr Speaker,when the Chairman of the Committee calledfor the deletion of “banker”- - Mr Speaker, it refers to section 170 andthat section deals with the banker. Wehave made an amendment to read ‘bank'but not ‘banker' -- [Interruption.] I am saying that we have changed“banker” to “bank” but in section 170 --[Interruption] -- did he amend theheadnote as well?[Interruption.]
Shall wemove on? Very well. Hon Members, I believe I put theQuestion with regard to clause 206 asamended standing part of the Bill. So wemove on to clause 207. Clause 207 -- Proceedings and powerto compound offences
Mr Speaker, I beg to move,clause 207, headnote, delete “power tocompound” and insert “prosecution of”
“Proceedings and prosecution ofoffences”. The subclauses referred to talk aboutthe prosecution of offences by theAttorney-General or the Commission, sothe headnote should read “Proceedingsand prosecution of offences”. Question put and amendment agreedto.
Mr Speaker, in the originalrendition, it says and with yourpermission I beg to quote: “The prosecution for an offenceagainst a provision of this Act shallbe by the Attorney-General or bythe Commission, in accordance withthis section.” Mr Speaker, we are now saying that,first of all, the Commission on its owncannot prosecute, and for that matter, canonly be given that authority by theAttorney-General and Minister forJustice under article 88 (4) of theConstitution and also, in accordance withsection 56 of the Criminal and OtherOffences (Procedure) Act, 1960 (Act 30).The procedure to follow are capturedunder this section. So, the procedures as captured insubclauses (2), (3) and (4) of clause 207are no more relevant. That is why theCommittee is proposing that amendmentto delete them.
Mr Speaker, there is aproblem with the clause, and even thesubheading, including the proposedamendment. Mr Speaker, I beg to quotewhat was proposed by the Chairman ofthe Committee: “Proceedings and prosecutions ofoffences” Mr Speaker, we talked about “institutionof proceedings” but “proceedings andprosecutions” are quite alien in our legallanguage. We can say “institution” or‘prosecution of offences' that is fine, but‘proceedings and prosecutions' is notnormal. Again, Mr Speaker, when we talk about‘prosecution', it agrees with ‘of'. It doesnot agree with ‘for'. It is, ‘prosecution of',but they say ‘prosecution for'.[Interruption.] No, I am looking at clause207(1). Now, on the heading of theamendment proposed, we are proposingthat it should be, ‘Prosecution ofoffences'. That is what it should be, andnot, ‘Proceedings and prosecution…' So, I am moving a further amendmentto it that it should be, ‘Prosecution ofoffences' --
Mr Speaker, it is notnecessary because, it has been amended.The second leg of what he said no longerapplies. I agree with the first one.
No, I am handling theheading now.
Mr Speaker, the headinghas been corrected.
And I am saying thecorrection is wrong. The correction was,‘Proceedings and prosecution…' The headnote said, delete ‘power tocompound', and insert ‘prosecution of'.So, it would read: “Proceedings and prosecution ofoffences”. I am saying there should be a furtheramendment so that the “proceedings “does not come in and we would have,‘Prosecution of offences'. [Interruption.] Let me finish. That is the heading. So, the proposedamendment is to just delete ‘proceedingsand power to compound' and then insert,‘prosecution of offences' [Interruption.] The main clause 207 (1).
Mr Speaker, we acceptthe first paragraph, but the second partdoes not need to come off because thereis an amendment. It has been deleted.What he is amending has already beenamended. So, there is no need to changeclause 207(4). There is a new amendment on page 9of the Order Paper that he should belooking at. [Interruption.] We havedeleted what he is trying to amend. So, hecannot amend it again. He said clause 207(1), delete --[Interruption] -- and he said, we shouldamend, ‘Prosecution for…' but we havealready deleted it. That is all I am saying.But I believe we should accept the firstleg, ‘Prosecution of offences' to be theheadnote. Then we can look at this otheramendment. Mr Speaker, the Chairman of theCommittee tried to explain why subclauses(2), (3) and (4) of clause 207 would nolonger apply. [Interruption.]
Mr Speaker, the point I amraising is that, we should not just deletethe clause 207(1), but we must state clearly,as in the Constitution, that theprosecution of these offences is in the hands of the Attorney-General, before wego to the second part where the Attorney-General could now delegate that authorityto the Commission. But when we delete the subclause (1),and just state that, “the Attorney-Generaland Minister for Justice may authorisethe Commission to prosecute”. Theauthority we know is in the Constitution,but we are now trying under someprovisions to give the opportunity for theAttorney-General and Minister for Justiceto delegate. So, we should state that, that authorityis in the hands of the Attorney-Generaland Minister for Justice first, before wenow proceed to delegating it to theCommission. I was just amending that tosay clause 207(1) should read and I begto quote: “(1) the prosecution of an offence --[Interruption] -- against aprovision of this Act shall be bythe Attorney-General. (2) The Attorney-General mayauthorise the Commission toprosecute.” That is how it should flow.
Mr Speaker, I wouldwant to support the Hon MajorityLeader's amendment, so that it is clear,that what we have done, even though, itis in the Constitution, his amendmentwould be better. So, we would have clause207(1) as he said, and our amendmentbecomes subclause (2). Then, the oldsubclauses (2), (3) and (4) would no longerapply.
HonChairman of the Committee?
Mr Speaker, first of all, weaccept the rendition of the Hon MajorityLeader that we should delete the entireheadnote and replace it with,‘Prosecution of offences'. That isaccepted.
Very well. Yes, Hon Atta Akyea?
Mr Speaker, becauseof your huge background as a formerAttorney-General, I wonder if weprosecute persons rather than offences. I am contemplating it. A man hascommitted a crime and he would beprosecuted. It is not the offence which isprosecuted. So, this is a rendition whichdoes not sit too well with my under-standing of prosecution. How are offences prosecuted? Mr Speaker, we are using ‘prosecution'in the ordinary parlance. This is a projector agenda that we are going to prosecute.That is the normal parlance. Mr Speaker, but for legal finesse, I amof the view that we prosecute persons,and not offences.
Mr Speaker, I am not aperson astute in the law, but I may readarticle 88 (3), which I would quote withyour permission:
“(4) All offences prosecuted…” Mr Speaker, it did not say, “Allpersons…” Under normal circumstances, I wouldhave referred to my Hon lawyer. He is mylawyer, but I think that in this case, heshould withdraw his comments.
Mr Speaker, he is justtrying to think whether I should pay himlegal fees or he would pay me legal fees.[Laughter.] Mr Speaker, if that is the language ofthe Constitution, I do not have a problemwith it. Mr Speaker, I still feel strongly aboutwhat I said, I know for sure that we donot prosecute offences, but individuals. Are the Clerks-at-the-Table all rightwith it? [Interruptions.] -- You arealright. Question put and amendment agreedto.
HonMembers, I will now move to clause 207;we have not completed the various --
Mr Speaker, we haveabandoned them.
Itemnumbered xxv on page 8 of the OrderPaper.
Mr Speaker, I moved theremaining three amendments on clause207 (2), (3) and (4), that they should bedeleted.
Very well. Question put and amendments agreedto. Clause 207 as amended ordered tostand part of the Bill. Clause 208 ordered to stand part of theBill. Clause 209 -- Codes, directives,guidelines and circulars of the Commission
Mr Speaker, I beg to move,clause 209, subclause (4), paragraph (b),delete “a fine” and insert “anadministrative penalty”. Question put and amendment agreedto.
Mr Speaker, I beg to move,clause 209. subclause (5), delete Mr Speaker, we are deleting that clausebecause the Securities and ExchangeCommission (SEC) would continue tocharge fees under the LegislativeInstrument (L. I.) So, there is no need toprescribe that in this subclause. Mr Speaker, but I defer to theConstitution; I cannot amend it.
HonMembers, we will go by what theConstitution says, to be on safe ground. So, I will put the Question with regardto the proposed amendment to clause 207(1). We have already dealt with it, but wehave this -- The amendment has been put across.If you want him to go over it, you shoulddo so. Hon Majority Leader?
Mr Speaker, is it inconnection with the headnote orsubclause (1)?
“The prosecution of an offenceagainst a provision of this Act shallbe by the Attorney-General”. Mr Speaker, then the proposedamendment of the Hon Chairmanadvertised as item numbered xxiv onpage 9 of the Order Paper would now besubclasue (2). Mr Speaker, but this is just to add thatHon Atta Akyea was talking aboutcharging a person. Mr Speaker, but we prosecute anoffence. [Interruptions.] -- No, wecharge a person.
HonMajority Leader, just go ahead with yourproposed amendment. Otherwise, wewould get carried away.
Mr Speaker, I beg to move,Interpretation of “fidelity fund”, line 1,after “means” delete “a” and insert “the” Mr Speaker, so, “fidelity fund” meansthe fidelity fund established under section174.
I have a bitof a problem but I do not know -- you aredefining “fidelity” and using “fidelity” inthe definition.
Mr Speaker, this is becausewe made reference to clause 174. If yougo to clause 174, you would see what a“fidelity fund” is… Mr Speaker, if you would permit me, Iwill read clause 174 -- Establishment offidelity fund. 1) “A stock exchange shallestablish and keep a fidelity fundwhich shall be administered byits governing body on behalf ofthat stock exchange. 2) The assets of a fidelity fund shallbe…” Mr Speaker, this is described here.
Very well. Question put and amendment agreedto.
Mr Speaker, I beg to move,clause 216, interpretation of “fundmanager”, paragraph (a), line 1, delete“lawyer or accountant” and insert“lawyer, accountant or any otherprofessional”.
“a lawyer, accountant or any otherprofessional in practice whosecarrying on of that business is So, the Committee is proposing adeletion of subclause (5). This is becausethe SEC can continue to charge fees underthe L.I. Question put and amendment agreedto. Clauses 209 as amended ordered tostand part of the Bill. Clause 210 to 214 ordered to stand partof the Bill. Clause 215 -- Regulations
Mr Speaker, I beg to move,clause 215, subclause (2), paragraph (d),line 1, after “required” insert “is” and inline 2, delete “is furnished”.
“(d) the times within whichinformation is to be furnished tothe Commission…” Question put and amendment agreedto. Clause 215 as amended ordered tostand part of the Bill. Clause 216, Interpretation
Mr Speaker, I beg to move,clause 216 -- Interpretation of“advertising”, line 6, delete “and”. Mr Speaker, this is because theCommittee has other Interpretations andthe “and” there would mean that thedefinition of “agent” would be part of“advertising”. So, we are deleting that. Question put and amendment agreedto. solely incidental to the practice ofthe profession.” Question put and amendment agreedto.
Mr Speaker, I beg to move,clause 216, add the following newinterpretation: “‘futures' means a contract to buyspecific quantities of a commodityor financial instrument at a specifiedprice with delivery set at a specifiedtime in the future.” Question put and amendment agreedto.
Mr Speaker, I beg to move, clause216, interpretation of “futures exchanges”delete and insert the following: “‘futures exchange' means a centralfinancial exchange where standardisedfuture contracts can be traded.” Question put and amendment agreedto.
Mr Speaker, I beg to move,clause 216, add the following newinterpretation: “‘Independent financial analyst'means a person who, as part of aregular business issues analysis orreport concerning securities”. Question put and amendment agreedto.
Mr Speaker, I beg to move,clause 216, interpretation of “investmentadviser”, paragraph (b), lines 1 and 2,delete “or publishes” and in sub-paragraph (iii), line 1, delete “lawyer or accountant” and insert “lawyer,accountant or any other professional” andfurther in line 4, delete “lawyer oraccountant” and insert “lawyer,accountant or that professional”. Mr Speaker, this is done in order toconform to the earlier amendment that wedid, to delete “accountant or lawyer” andsubstitute it with “lawyer, accountant orany other profession”. This is because weare adding “any other professional” tothis category of professions.
Very well. Question put and amendment agreedto.
Mr Speaker, I beg to move,clause 216 interpretation of “licensee”,line 1, delete “licensed” and insert “whois granted a license”.
Mr Speaker,with respect, the Interpretation of“investment adviser” that the HonChairman just read out, I think what isthere is a bit confusing. They are nowindicating to us that, wherever we have“lawyer or accountant”, we shouldinclude “or any other professional”.
“a lawyer, accountant or any otherprofessional”. But if we read the whole complementof that sentence, I am not too sure what itis intended to mean: iii) “a lawyer, accountant or anyother professional whosecarrying on of that business…” Mr Speaker, it is not tidy enough;“…whose carrying on of that business…”
If you askme, I will think that they are expandingthe scope, instead of limiting it to lawyers
Mr Speaker,I am not concerned about the expansion.I am talking about that construction“whose carrying on…”
Mr Speaker, I think whatwe are saying here is that, it is the kind ofbusiness of accountancy, law or any otherprofession -- your carrying on of thatbusiness is solely incidental to thepractice of that profession. Mr Speaker, so; “a fund manager meansa person other than specified inparagraphs (a) and (b), who, pursuant toa contract or an arrangement with a client,undertakes on behalf of the client themanagement of a portfolio of securitiesfor the purpose of investment, and alsoadvises on investment: (a) a lawyer, an accountant or anyother professional in practicewhose carrying on of thatbusiness is solely incidental tothe practice of that profession”. Mr Speaker, so, what we want to say isthat, the business that one is carrying onas a lawyer or accountant will qualify oneif that business is solely incidental toone's profession. So, I do not think that there should beany better expression of how it should be.It is carry on of that business.
HonChairman, can you give us an example?
Mr Speaker, there is anattempt to define an “investment adviser”to include two categories. One, a person solely carrying on the business ofinvestment adviser. That is all. Then those carrying on otherbusinesses but in addition to their mainbusiness, do some investment advising.That is what it is incidental to. Whenyou are a lawyer, you are practicing as alawyer and when there is an issueconcerning investment and you advise onthat, it is incidental to what you weredoing. That is what they want to include. So, in (a): (a), “investment adviser” includes: (a) a person who carries on abusiness of advising othersconcerning securities”. That is the sole one -- “(b) and a person who as part of aregular business issues analysisor reports concerning securitiesbut does not include” Then the (iii) -- which is what the HonMinority Leader is referring to -- says: “it does not include a lawyer oraccountant or any other professionalin practice whose carrying on of thatbusiness is solely incidental to thepractice of the profession of thelawyer, accountant or that pro-fession”. Now, the phrase that he is raising issueabout is “whose carrying on” --[Interruption] -- That is not onlydrafting. Even in English, it does notsound elegant. Maybe, it is who iscarrying on -- [Interruption] -- Who inNo, let us use the “carrying on”. Who,
in the carrying on of that business, andnot transaction. A lawyer, accountant orany other professional in practice who inthe carrying on of that business is solelyincidental …”
Mr Speaker, I wanted to seewhether I could substitute carrying on”in order to make the expression verysimple. Instead of “whose carrying on”,why do we not substitute “carry on” with“whose conduct of that business”? Mr Magnus K. Amoatey-- rose --
Mr Speaker, I would wantto propose that we delete “carrying on”and insert “pursuit”. So, that it would read“a lawyer or accountant in practice whosepursuit of that business is solelyincidental to the practice of the professionof the lawyer or the accountant”. MrSpeaker, I think that may give the rendition--
Mr Speaker, if we areminded to go that route then we shouldlook at the subclause (a). We started usingthe words “carrying on” under subclause(a). “A person who carries on a business…” That is subclasue (a) and that is whythe “carrying on” is repeated here. So, ifwe want to stick with the “carrying on”then it should be “who in the carrying on”or we should go back to his --
“who conducts abusiness” and then the “conduct” would be correct. But we cannot use “pursuit”here in one subclause and in another oneand then leave the subclause (a) part. So,we should decide which way we wouldwant to go.
Mr Speaker, in the LegalProfession Act, the terminology used is“carrying on” and it is not “pursuit”,“transaction” or “conduct”. You carry ona practice, you do not pursue a practiceand you do not conduct a practice. Thatis the terminology --
HonMajority Leader, could you go over yourproposed amendment and let us see howit sits.
Mr Speaker, I propose thatit should read: “A lawyer, accountant or any otherprofessional in practice who in thecarrying on of that business issolely incidental to the practice ofthe profession of the lawyer,accountant or that profession”.
Mr Speaker, if we weredealing with the subject of law, I wouldnot have any argument. But this isbusiness and in business people conductbusiness. That is the terminology that isusually used in -- [Interruption] -- Butyou conduct business in the securitiesindustry and carry on business in the -- Mr Joe Ghartey -- rose --
Yes, HonSecond Deputy Speaker?
Mr Speaker, the termino-logy used in all our laws is “carrying on”.If you look at banking -- Banking is notlaw, it is business. A person who carrieson the business of banking. Everythingis “carrying on the business of.”
HonMembers, in that case, may I direct thatthe draftspersons clean it up in the lightof this latest development so that we arecovered. Hon Members, Second DeputySpeaker to take the Chair. Hon Chairman of the Committee?
Mr Speaker, I beg to move,clause 216, interpretation of “licensee”line 1, delete “licensed” and insert “whois granted a license”. Mr Speaker, the new rendition fordefinition of license C is that “license Cmeans a person who is granted a licenceby the Commission under section 112”.
MR SECOND DEPUTY SPEAKER
Mr Speaker, xxxviii on page12.
Thankyou. Question put and amendment agreedto.
Yes, HonChairman of the Committee?
Mr Speaker, I beg to move,clause 216, Interpretation of “listingrules”, paragraph (a), line 3, delete“person” and insert “persons”. Question put and amendment agreedto. So, I agree with the proposedamendment by the Hon Majority Leaderthat we cannot use words like “in thepursuit of”. It is a term of art. You carry onthe business of law, you carry on thebusiness of accountancy, you carry onthe business of banking and it is found inseveral laws. So, we should engageourselves in --
Very well.Hon Members, I would put the Question. Question put and amendment agreedto.
Hon SecondDeputy Speaker to take the Chair. Mr Kyei-Mensah-Bonsu-- rose --
Mr Speaker,there is a consequential amendment thenin 4 (iv) of the same order. So, once wehave agreed, I guess we could leave it tothe draftspersons to do the cleaning. It isconsequential. Mr Speaker, having said so, I guessnow that we are ad idem on this, we maythen have to go back and do a clean-up.For instance, the definition of “FundManager” -- In the old one. We have thesame thing there, and I do not knowwhether they included the professionalsthere -- [Interruption] -- “(a) A lawyeror accountant in practice …” if we did,then I am saying that perhaps we wouldhave repeated “whose carrying on” --[Interruption] -- There is no carrying onthere? Are you sure of that? So, what I am saying is that, whereverwe meet that, consequentially, we should
Yes,Chairman of the Committee, paragraph216?
Mr Speaker, I beg to move,clause 216, add the following newinterpretation: “principal officer” (a) in relation to a Company, meansany director or a person actingas director, secretary or em-ployee of that company in seniormanagement and a receiver andmanager of a part of theundertaking of that companyappointed under a power con-tained in an instrument and aliquidator of a companyappointed in a voluntary windingup; and (b) in relation to a Partnership,means any partner including asole surviving or continuingmember of a firm of a personacting as such, secretary oremployee of that firm in seniormanagement and a receiver andmanager of a part of theundertaking of that firmappointed under a powercontained in an instrument, anda liquidator of that firm appointedin a voluntary winding up”.
Thankyou. Hon Chairman, what was there before?
Mr Speaker, number xl onpage 12.
I knowthat. What was there before? Was therenothing?
It is a new interpretation.
Is it a newinterpretation? All right. The Companies Act defines officers ofa company and includes senior manage-ment. It includes director, secretary oremployee. Let us look at the definition ofan officer in the Companies Act. Would you want to change it? Let us just look at the Companies Act,then you would state the purpose forwhich you are changing it, just for therecord. If the Clerks-at-the-Table may giveme the Companies Act.
Maybe, we might notachieve the intention for the definition ofthe Principal Officer.
I am notsaying we should amend it. I am justsaying that, having regard to theCompanies Act -- All right, speak to it,why this amendment.
Mr Speaker, if you read thedefinition of who a principal officer whois -- “‘principal officer': (a) in relation to a Company, meansany director or a person actingas director, secretary oremployee of that company insenior management and areceiver and manager of a partof the undertaking of thatcompany appointed under apower contained in aninstrument and a liquidator ofa company appointed in avoluntary winding up; and”. So, all these category of people areconsidered to be principal officers. defined. Unless they crosscheck to makesure that it is the same thing they aretalking about, we are bound to have aproblem. But if they are talking about thisAct, then it should not be in relation to acompany. “Company” itself is defined andit does not include associations of somenature. It does not include groupings. So, if there is the need for us to define“a principal officer”, which is a term usedin this Act, then we should be talking inrelation to this Act and not just generallydealing with companies. This is becausethey say' “in relation to a company”. Thatwould be for Company Law to define andnot for this Act.
Mr Speaker, I thought Igot a hint of where you were guiding us. Isuspect that this was picked from theCompanies Act as you suggested. So, Ido not think it is defined in relation to thisAct. I believe they picked it from the --If we are not sure, we should doublecheck, but I believe it would have beeneasier, so that we do not get into difficulty.But I believe they picked it from there.
Mr Speaker,maybe the phrase they used is inappro-priate, but they are dealing with twostrands. The first one is the definition of“a principal officer” in respect of acompany, that is, as far as this Act isconcerned. The other leg relates to partnership, somaybe, they would say a principal officerin the context of this Act with respect of acompany means this. I believe that is what they wanted tosay. So, they should clean that one up abit. Then, as I said, there are two legs, onerelates to the company and b relates topartnership. I believe that is the meaningof it. Mr Speaker, in that case, at the end of(a), we would not have “and”. We wouldhave “or”. This is because we are dealingwith an either or situation.
HonChairman of the Committee, in fact, theCompanies Act even does great serviceto you. It says that: “In relation to a body corporate itmeans any director, secretary oremployee of that body corporate”. So, we do not think we should restrictit to senior management or employees ofthat body corporate. “…a receiver and manager of a partof the undertaking of that companyappointed under a power containedin an instrument, and a liquidator ofa company appointed in a voluntarywinding up”. So, why do you not use this definition?This is because this definition is evenbetter for you. You have restricted it tosenior management. They are saying that,an employee -- Pardon me, Hon Minority Leader?
Mr Speaker,if I listened to you well, here, it includes“the director”, which is not --
“Thedirector” is here: “An officer in relation to a bodycorporate means any directorsecretary or employee of a bodycorporate and you have said “seniormanager” but they said “employee”
This is because being in atop management position or this categorymakes them to take decisions that affectthe company. So, it cannot go below thatlevel, to be considered as a principalofficer.
Have youdefined a senior manager? Who is asenior manager? When you say a director, a secretaryor an executive director, it is clear. But whois a senior manager?
No! It is “in seniormanagement” and not “a senior manager”.
Have youdefined who falls within the category? Thecategory of a company's director does notlend itself to any dispute. You have addedtwo other categories; one is “seniormanager”, and another is “employee in asenior management position”.
Mr Speaker, it is consideredhere that, “all those employees who are inmanagement taking decisions for thecompany are in senior managementpositions, therefore, they are consideredas principal officers of the company.
Mr Speaker, this proposalis from the Committee, adding a newparagraph to interpret “principal officer”.I believe the use of “principal officer” hereis in relation to this Act. This is because, principal officer, whendealing with the Companies Act, which isunder consideration, would have been
Mr Speaker, I agree withyou in their definition, but in the contestof this Act, we want to limit “employee”.Not all employees. If we say “employees”it can go down to even the labourer butthat is not the intention of this Act, asprincipal officer, one is in managementposition. So, that is the intent of thisdefinition.
Youwanted to limit it to senior employees? All right; I would not complain. Sorry to ask you another question: theonly corporate bodies that are recognisedunder this Act are companies andpartnerships. There is no other corporatebody. Is that so? Only two?
Mr Speaker, there aredifferent categories but either it is acompany limited by shares or apartnership.
HonBagbin, did you want to say something?
Mr Speaker, clearly, theintention of the Committee is to defineprincipal officer as used in this Act and Ibelieve we should make sure that it isclear, so that if it is principal officer inthis Act means: (a) in relation to a company, anydirector or a person acting as; (b) In relation to a partnership anypartner including …” Mr Speaker, so that we know it isdealing with this Act.
HonChairman, I think you would not disagreewith that. So, I will put that Question.
Mr Speaker,I am not too sure of what the Chairmanwants to convey. You posed a questionto him: “Hon Chairman, I think that youwould not disagree to the proposal” andthe response from him was “yes”. So, MrSpeaker, I am confused.
Doublenegative has confused you.
Mr Speaker, you said that Ido not disagree with the Hon MajorityLeader's proposal and I said yes, I do notdisagree.
Mr Speaker,that is why I said that he is confusing thisHouse. When you threw that question tohim, if he does not disagree, he would say“no, I do not disagree” but he said “yes, Ido not disagree”. He is confusing theHouse.
Mr Speaker, let us go by itagain. The question was that, “HonChairman, I think you do not disagree withhim”. “Yes” should be the answer.
Mr Speaker,the Hon Majority Leader is sitting right infront of the Hon Chairman, would youinquire from him what the appropriateresponse to that question should be.
HonMajority Leader, now we are all beingconfused by double negatives. Maybe, Icaused the confusion by the way I askedthe question. What is the right answer?
Mr Speaker, when thedouble negatives are used, one has to goby it. It should be “No, I do not disagree”.
I said,“Hon Chairman, you would not disagreewith the Hon Majority Leader, wouldyou?” What did I say?
Mr Speaker, you said, “Ithink you would not disagree with the HonMajority Leader”. So the answer is “No, Ido not disagree”. If he says “yes”, itmeans he disagrees.
Mr Speaker, I heard youput the Question but perhaps bothLeaders were bringing your attention to aminor amendment that the word “and”should not be there, but you theQuestion. So, I do not know --
So, I willput the Question on the amendment asfurther amended by the Hon MajorityLeader. Question put and amendment agreedto.
Mr Speaker, myinterpretation of the amendment as it readsis that, a principal officer as it is spelt outin (a) and then as it is spelt out in (b), itcannot be. It is either (a) or (b) not (a) and(b) but the amendment has the “and”there.
No. The“principal officer in relation to thecompany” is (a) and in relation to thepartnership is in (b). Let us leave it to the draftsperson.
Mr Speaker, I beg to move,clause 216, interpretation of “Regulations”,before “Act”, delete “the” and insert“this”. Mr Speaker, “Regulations means theregulations made under this Act”. Question put and amendment agreedto.
Mr Speaker, I beg to move,clause 216, interpretation of “securities”,before “Act”, delete “the” and insert“this”. Mr Speaker, it is consequential. Question put and amendment agreedto. Clause 216 as amended ordered tostand part of the Bill.
HonMembers, do you remember that we weretold by Hon Papa Owusu-Ankomah thatone cannot abstain? It is either “aye” or“no”. Clause 217 ordered to stand part of theBill.
Hon JoeBaidoe-Ansah, did you abstain or youvoted “aye”? [Laughter.] I have already called clause 217 andyou are repeating it. Clause 218 isTransitional provisions.
I see, butdo I have a different Bill then? This isbecause my Bill ends at clause 218. Veryserious. Clause 218 then. Clause 218 ordered to stand part of theBill.
Mr Speaker,information that you have supplied to thisHouse is a very serious one, that the Billthat you have ends at clause 218. Mr Speaker, if that is so, may I knowthe date of gazette notification of that Bill?
Godbeing so good, I assumed presiding overthe House at clause 216. Clause 216 undermy old Bill, which was gazetted in 2012and the new one is practically the same.If I had come earlier, then maybe, therewould have been some harm, but Godworks in mysterious ways. Today, He letme come at clause 216. His ways are not our ways and Histhoughts are not our thoughts, so, wegive glory to God the most high. Clause 219 ordered to stand part of theBill.
Mr Speaker, there are someclauses that we stood down, so, wewould come back tomorrow.
Thankyou very much. I would make sure thattomorrow, I have the latest Bill. This brings us to the end of theConsideration Stage of the SecuritiesIndustry Bill, 2015 for today. Hon Majority Leader?
Mr Speaker, Ibeg to move, that this House do adjourntill tomorrow at 10.00 o'clock in theforenoon.
MrSpeaker, I suppose you heard theconfession of the Saints, that he has notbeen here, so, he was a bit momentarilydazed. I rise to second the Motion all thesame.