CHAPTER 4 Objective 5: Provide for accountability of corporations, directors and officers i. Self-assessment Directors of registered and listed companies 83. The Companies Code contains no directives for the appointment of independent directors. It does not require the separation of the role of the chairperson and the chief executive officer. The Companies Code allows for Board committees to be set up, but does not have specific requirements for setting up committees such as the Audit Committee. However, the listing rules of the GSE require written evidence of an audit subcommittee, including its composition, as far as possible, by non-executive directors. The SEC also requires that listed companies have audit committees. The SEC guidelines, which are voluntary, also require a non-executive chairperson of the Audit Committee. Directors of SOEs 84. The process for appointing directors of SOEs is specified in the enabling Act of the institutions. The Public Services Commission guidelines for SOEs recommend that SOEs should have non-executive directors who can provide independent judgment, outside experience and objectivity, which are not subordinated to operational considerations. However, in the recent history of SOEs in Ghana, the government of the ruling party makes director appointments on its own. In the case of the ruling party losing its seat on a Board, the Board is always reconstituted with new members. Normally, the Board is given a term of three years. However, the length of service is not uniform and it depends on the particular SOE. Appointments of Board members are only made public after the government has appointed them in consultation with the Public Services Commission. This creates problems from a corporate governance perspective, as the process does not allow for sufficient vetting of appointments under consideration. SOE Boards of Directors fix their own remuneration in consultation with the sector ministry. Apart from their remuneration, they also receive paid allowances each time the Board convenes. SOE annual financial reports contain statements of the remuneration and benefits for each director. 110