BoG and FIC issue new fit and proper guidelines for financial institutions

The Bank of Ghana (BoG), in collaboration with the Financial Intelligence Centre (FIC), has issued new guidelines on Fit and Proper Persons for Accountable Institutions, aimed at strengthening corporate governance and preventing criminal ownership and control within the financial sector.

The guidelines are issued pursuant to Section 4(1)(k) of the Bank of Ghana Act, 2002 (Act 612), as amended, and Section 52(5)(e)(i) of the Anti-Money Laundering Act, 2020 (Act 1044). They are also aligned with regulatory and supervisory requirements under the Financial Action Task Force (FATF) Recommendations.

The new framework applies to all Accountable Institutions supervised by the Bank of Ghana, defined as all institutions licensed or registered by the central bank. According to the BoG, the guidelines are intended to complement existing directives, notices and guidelines on fit and proper person requirements already in force.

The objective of the guidelines is to bar individuals who are not deemed “fit and proper” from engaging in licensed or registered activities under the BoG’s supervision. They also seek to provide a standardised approach for assessing the suitability of shareholders, directors, key management personnel and third-party service providers of Accountable Institutions, while promoting sound corporate governance practices.

The guidelines are underpinned by key principles including proportionality and case-by-case assessment, due process and fairness, continuous fit and proper supervision, and the prevention of criminal influence over financial institutions.

Assessment and appointment requirements

Under the new rules, Accountable Institutions are required to conduct fit and proper assessments before appointing directors or key management personnel. These assessments must also be carried out on an ongoing basis at least once a year, or whenever new information emerges that could materially affect a person’s fitness and propriety.

The results of the annual assessments must be properly documented and submitted to the Board of Directors.

Reputation and integrity

The Bank of Ghana indicated that individuals must be of good repute to ensure sound and prudent management and to build public trust and confidence in the financial system. A person will be considered of good repute unless there is evidence or a reasonable basis to suggest otherwise.

Understanding of regulated activities

As part of the assessment process, particularly for significant shareholders, the BoG will conduct interviews to evaluate a person’s understanding of the regulated activity and the applicable legal and regulatory framework.

These interviews will also include verification of the source of funds used for acquiring shares, as well as the individual’s ability to meet ongoing financial commitments related to their shareholding.