Corporate governance in the financial sector

…a comparative analysis of the 2018 Directive for Banks, S&L Companies, et al. and the 2025 Guidelines for PSPs

By Benjamin AMENYEDZI

Corporate governance refers to the system of rules, practices and processes by which a corporation is directed and controlled. According to the Organisation for Economic Co-operation and Development (OECD) Principles of Corporate Governance, it is defined as “a set of relationships between a company’s management, its board, its shareholders and other stakeholders. Corporate governance also provides the structure through which the objectives of the company are set, and the means of attaining those objectives and how monitoring performance are determined”.

In Ghana, the Bank of Ghana (BoG) has issued tailored governance frameworks for traditional banks, savings and loans companies, finance houses and financial holding companies on one hand, and Payment Service Providers (PSPs) on the other hand. This paper examines the similarities and differences between these two corporate governance frameworks, assessing their implications for institutional integrity, risk management and regulatory compliance.

Legal and regulatory foundations

The comparative  Corporate Governance Directive for Banks, Savings and Loans Companies, Finance Houses and Financial Holding Companies was issued under the Banks and Specialised Deposit-Taking Institutions Act, 2016, Act 930 while the Corporate Governance Guidelines for PSPs was issued under the Payments Systems and Services Act, 2019, Act 987 and applies to  Dedicated Electronic Money Issuers (DEMIs), Enhanced Payment Service Providers (EPSPs), Medium Payment Service Providers (MPSPs), Payment Schemes, Standard Payment Service Providers (SPSPs), Payment and Financial Technology Service Providers (PFTSPs) and any other category of payment service providers as may be prescribed by the Bank of Ghana.

Both frameworks derive authority from sector-specific legislation, reflecting the Bank of Ghana’s commitment to sectoral oversight.

Board composition and structure

• Banks, Savings and Loans Companies, Finance Houses and Financial Holding Companies: Minimum of 5 directors with a maximum of 13. At least 30 percent of directors must be Ghanaian nationals.
• PSPs: Minimum of 3 directors with no explicit cap. At least 2 directors must be ordinarily resident in Ghana.

Both Corporate Governance Frameworks require separation of powers between the Board Chair and CEO/Managing Director, with emphasis on non-executive leadership.

 

Governance standards

Feature	Banks, Savings and Loans Companies, Finance Houses and Financial Holding Companies	PSPs
Annual  Certification/Declaration	Within 90 days of financial year start, the Board to make a certification in the annual report as to compliance with the directive.	Annual Declaration within 3 months of year-end in annual report on compliance to all applicable Bank of Ghana regulations, notices, guidelines and directives
Board Charter	Mandatory with no specific frequency for review	Mandatory and to be reviewed every 3 years
Board Evaluation	Annual internal evaluation and biennial external evaluation	Annual internal evaluation and biennial external evaluation
Committees	Audit & Risk (mandatory)	Audit, Risk & Compliance (mandatory)

 

Key Management Roles

The Bank of Ghana’s Corporate Governance Directive for Banks, Savings and Loans Companies, Finance Houses and Financial Holding Companies (2018) and the Corporate Governance Guidelines for PSPs (2025) both provide for the following parallel roles.

No	Banks, Savings and Loans Companies, Finance Houses and Financial Holding Companies	Payment Service Providers
1	Managing Director/Chief Executive Officer	Managing Director/Chief Executive Officer
2	Chief Risk Officer	Compliance and Risk Manager
3	Compliance Officer	Compliance and Risk Manager

 

Aside from the afore-mentioned common roles, the directive for Banks, Savings and Loans Companies, Finance Houses and Financial Holding Companies provides for a Chief Internal Auditor while the Guideline for PSPs additionally provide for Technology and Systems Manager, Chief Finance Officer and Anti-Money Laundering Reporting Officer.

It is worth mentioning that most of these additional roles in PSPs also exist particularly in banks per the requirements of separate legislations or directives. For instance, the Anti-Money Laundering Act, 2020, Act 1044 and the Bank of Ghana and Financial Intelligence Centre Anti-Money Laundering/Combating the Financing of Terrorism & the Proliferation of Weapons of Mass Destruction (AML/CFT&P) Guideline for Accountable Institutions, 2022 requires all accountable institutions to have an Anti-Money Laundering Reporting Officer (AMLRO).

Similarly, the Bank of Ghana Cyber and Information Security Directive requires institutions regulated under the Banks and Specialised Deposit-Taking Institutions Act, Act 930 and all institutions regulated by Bank of Ghana to have a Chief Information Security Officer (CISO). In effect, regardless of the additional roles prescribed by the Corporate Governance Guidelines for PSPs, in reality similar key roles are required in Banks, Savings and Loans Companies, Finance Houses and Financial Holding Companies per the requirements of other separate legislations or regulations.

Transparency and ethics

Both corporate governance frameworks provide for disclosure of shareholders, directors and related-party transactions, conflict of interest policies and code of conduct attestation. PSPs must additionally submit minutes of Board meetings to Bank of Ghana within 10 days of their approval, enhancing regulatory visibility which is not a requirement for Banks, Savings and Loans Companies, Finance Houses and Financial Holding Companies.

 Sanctions and enforcement

Sanctions for non-compliance to both corporate governance directive/guidelines include suspension, removal or restriction powers of CEO/Managing Directors and removal of directors as applicable.

This highlights personal repercussions for CEOs/MDs and directors where there are breaches of the Corporate Governance Directive or Guidelines. In the case of banks, savings and loans companies, finance houses and financial holding companies, there is also institutional repercussions in the form of fines for breaches of the corporate governance requirements.

Conclusion

The comparative analysis of the Bank of Ghana’s Corporate Governance Directive for Banks, Savings and Loans Companies, Finance Houses, and Financial Holding Companies (2018) and the Corporate Governance Guidelines for Payment Service Providers (2025) reveals a substantial overlap between the two frameworks. Both emphasise core principles such as board responsibility, accountability, independence, ethical conduct and effective risk management.

Despite these shared elements, the frameworks are tailored to address the distinct operational landscapes of traditional financial institutions and the dynamic Fintech ecosystem. The guidelines for PSPs incorporate a nuanced approach that recognises the unique risk profiles and technological demands of Fintech entities.

Notably, the PSP framework mandates the inclusion of additional key management roles beyond the CEO/Managing Director and Risk/Compliance Officers. Positions such as Chief Finance Officer, Technology and Systems Manager, and Anti-Money Laundering Reporting Officer are required, reflecting a minimum staffing threshold to enhance industry-specific risk oversight.

The additional role requirements in PSPs, however, do not impose a greater burden relative to traditional banks, as similar positions are mandated under other regulatory instruments applicable to those institutions.

Another point of divergence lies in board composition. While banks and related entities are subject to a maximum limit of 13 board members, PSPs face no such restriction. Moreover, PSPs are required to submit approved minutes of the Board to the Bank of Ghana within 10 days, a requirement not imposed on banks and related institutions.

This provision enhances regulatory visibility into the governance practices within the PSP sector.

 

Regarding enforcement, the sanctions regime for PSPs targets individual accountability, focusing on punitive measures for CEOs/Managing Directors and Board members. In contrast, the 2018 directive applicable to banks, savings and loans companies, finance houses and financial holding companies encompasses both personal liability and institutional penalties in the form of fines.

In conclusion, the effectiveness of the afore-discussed Corporate Governance Frameworks for Ghana’s financial sector depends on two interdependent forces: the steadfast commitment of traditional financial institutions on one hand, and financial technology institutions on the other hand to comply with the requirements and the vigilant enforcement role of the Bank of Ghana.

Together, these factors will foster a resilient, transparent and trustworthy financial system anchored in sustainable governance practices.

References

• Bank of Ghana. (2018). Corporate governance directive for banks, savings and loans companies, finance houses and financial holding companies. Bank of Ghana.
• Bank of Ghana. (2025). Corporate governance guidelines for payment service providers. Bank of Ghana.
• Parliament of Ghana. (2019). Payment Systems and Services Act, 2019 (Act 987). Government of Ghana.
• Templars Law. (2025). Client alert: Bank of Ghana issues new corporate governance guidelines for payment service providers. Templars.
• Scribe Advisory. (2025). Bank of Ghana governance rules explained: A guide for fintechs and payment providers. Scribe Insight.
• Organisation for Economic Co-operation and Development. (2015). G20/OECD principles of corporate governance. OECD Publishing. https://doi.org/10.1787/9789264236882-en
• Osman, A. (2019). Of boards, stakeholders and banks: Corporate governance measures in the wake of the banking crisis in Ghana. Academia.edu..
• Campion, A., Mensah, D., & Quartey, J. (2022). Corporate governance and financial sector stability in Ghana. International Journal of Business and Management Invention, 11(5), 45–56.
• Investopedia. (n.d.). Corporate governance definition. Retrieved July 21, 2025, from https://www.investopedia.com/
• Applied Corporate Governance. (n.d.). Definition of corporate governance: OECD principles. Retrieved July 21, 2025, from https://www.applied-corporate-governance.com/

About the author:

Benjamin Amenyedzi is a Risk & Compliance Professional

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