REPUBLIC OF HARA GHANA INTEGRATED ALUMINIUM DEVELOPMENT CORPORATION ACT, 2018 (ACT 976)Huun's GIIANA INTEGRATED ALUMINIUM Act 976 DEVELOPMENT CORPORATION ACT, 2018 ARRANGEMENT OF SECTIONS Section 1B 4 1s Io. V. 18 19. 20, 24 2. 23 24, (Ghana Incegrated Aluminium Development Corporation Esublshment of the Corporation Object of the Corporation Functions of the Corporation Powers of the Corporation Goveming body of the Corporation Functions ofthe Board Tena of office of members ofthe Board Meetings of the Board Disclosure of interest Entablichment of commitees Allowances Policy directives Adininistcation of the Corporation Appointment of Chief Executive Officer Functions ofthe Chief Executive Officer Appointment of Secretary ‘Appointment of other sta Inernal Audit Unit Finances of the Corporation Fandé of the Corporation [Expenses of the Corporation Borrowing powers Special power purchase rates ‘Accounts and audit ‘Anoval report and other reports ‘Waiver or variation of tax‘Act 976 __ GHANA INTEGRATED ALUMINIUM DI )RPORATION ACT, 2018, Miscellineous Provisions 26, Intellectual property 27. Collaboration with relevant public institutions 28, Regulations 29, InterpretationAct 976 THE NINE HUNDRED AND SEVENTYSIXTH ACT » OF THE PARLIAMENT OF THE REPUBLIC OF GHANA ENTITLED GHANA INTEGRATED ALUMINIUM DEVELOPMENT CORPORATION ACT, 2018 AN ACT to establish the Ghana Integrated Aluminium Development Corporation to promote and develop an integrated aluminium industry and to provide for related matters DATE OF ASSENT: 24th August, 2018, assed by Parliament and assented to by the President: Ghana Integrated and Aluminium Development Corporation Establishment of the Corporation 1, (D) There is established by this Acta body corporate with perpetual succession tobe known asthe Gana Integrated Aluminium Development Corporation. (@) Fer the performance of its functions, the Corporation may quire and hold movable and immovable property, dispose of property and enter into a contactor any other related transaction, (@) Where there isa hindrance to the acquisition of immovable property, the property may be acquired forthe Corporation under the State Lands Act, 1962 (Act 125) and the cost shall be borne by the Corporation.Act 976 Ghana Development vat 2018 Object of the Corporation 2. The object of the Corporation is to promote and develop an integated aluminism industy Functions of the Corporation 33 To achieve the object under section 2, the Corporation shall, (@) undertake the preparatory work for the promotion and development of the integrated aluainim industy, (@) collaborate with investors forthe development of the Integrated aluminium industy, (@) make recommendations tothe Minister on the nature and Scope of State participation in the development of the integrated elurminiam industry, @ ensure the development and implementation of a loeal Content policy inthe integrated aluminium industy, (@) ensure the participation of Ghanaiens in technical and ‘managerial functions of the integrated aluminium indus oy, (D exure thatthe minigaum toal equity held by the State and the Ghanaian private sector in any joint venture in the Integrated aluminium industry isnot ies than thirty percent of the foal equity, (@ ensure that benchimasts for determining the debt to equity ratio are fixed in accordance with government policy, (@ ens that, in respect ofthe carried interest ofthe State, indies are provided in te joint venture agreement for the mandatory annual divides, (@ mamtain ang preserve the records of the Corporation and publish the veoords in the medium the Board may determine, and perform any other functions confered on the Corporation by dhs Actor that are ancilary tothe object of te Corpora- ton. Powers of the Corporation “4 (0) For the purpose. of achieving the objet under section 2 the ‘Corporation shall () enter into joint venture operations; © promote the economy and efficiency ofthe integrated aluminum industry nsure thet a minimum part ofthe equity i held by the hanaian peivate sector 4Ghana Ttegated Aluminium Act 976 “Corporation Act 2018 @ in collaboration with relevant government agencies estab fish e mectanism to ensure the requisite transfer of skills and know-how to Ghanaians in the integrated aluminum {industry value chain, (@ facilitate the establishment of industrial parks (0 promote the (manufacture of aluminiam related products; and Gi)_provision of services in the integrated aluminium industry; {@) Without limiting subsection (1), the Corporation may {@) capitalise otter contributions made by the State or the Corporation to equity which shall be additional to the carried inceret required under paragrapt (a of subsection (Djand @ engage in any activity to promote the development of, infrastructure for the integrated aluminium industry. Governing body of the Corporation 3G) The governing body ofthe Corporation i Board consisting of (@) the chairperson; {@) the Chiet Executive Officer {@) 2 representative ofthe Minerals Commission; (da representative ftom Associaton of Ghana Industries; (a representative ofthe Ministry responsible for Mines not below the rank of a Director, (0) a representative ofthe Ministry of Finance not below the rank of a Directo, 4) a representative fom the integrated aluminium industry; and () four other persons nominated by the Present at least one ‘of whom is a women, (0) The President shall in accordance with aticle 7 ofthe Consti- tution appoint the members ofthe Board (3) The Board shall ensure fa) the proper and effective perfarmance of the functions of the Corporation: and (@) thatthe Corporat conduct is ass on sound commercat Tins andi aoordance wih business and indy bes pracions 5‘Act 976 Ghana laregyated Aluminium Develoomen Corporation Act 2018 (4) The Board shall, subject to this Act, have general control and management ofthe Funds and investments of the Corporation, Functions of the Board 6. The Board shall (a) formulate policies forthe effective implementation of the ‘object ofthe Corporation; (@) oversce the sound and proper management ofthe integrated ‘luminium industy, (@) ensure thatthe Corporation conducts its affairs in accor ance with sound business and industry principles and ‘prudent commercial practices; and (@) ensure the effective and efficient performance of the functions of the Corporation, (@) The Board shall, subject co this Act, have general control and rnanagement of the funds and investments of the Corporation, ‘Tenure of office of members of the Board 7. (1) A member of the Board shall hold office for a period of four yea’s and is eligible for re-appointment, but a member shall not be Appointed for more than two terms. {@) Subsection (1) does not apply to the Chief Executive Officer, (@) A member ofthe Board may at any time resign ftom office in writing addressed to the President dough the Minister. (@) A member of the Board who is absent ftom three consecutive meetings ofthe Board without sufficient eause ceases 10 be @ member of the Board, (3) The President may, by a leter addressed to a member, revoke te appointment of thac member (6) Where a member ofthe Boat is, for a sufcient reason, unable ‘9 acts a member, the Minister shall determine whether the inability of the member to aet would result inthe declaration of a vacancy, | (Where there isa vacancy (a) under subsection (3), (4) or (5) or subsection @2) of section %Ghana Integrated Alumni Act 976 Development Corporation Act, 2018 () asa result ofa decaration under subsection (6) oF (@) by season of the death of a member, the Minister shall notify the President of the vacancy and the President ‘shall, subject ro subsection (2) of section 5, appoint a person to fl the ‘vacancy, ‘Meetings of the Board 8. (1) Tre Board shall meet at least once every thrce months for the spate ofbusiness atthe times and places determined by the chaieperson, (@) The chairperson shall, tthe request in visting of not fess than one third cf the membership of the Boatd, convene an extraordinary ‘meeting ofthe Board a the place and time determined by the chairperson. (@) The quorum at a meeting ofthe Board is five members of the oad (4) Tre chairperson shall preside atthe meetings ofthe Board, and in the absence ofthe chairperson, a member ofthe Board other than the Chief Executive Officer elected by the members present from among theie number shall preside. (5) Matters before the Board shall be decided by a simple majority of the members present and voting and in the event of an equality of votes, the person who presides shall havea casting vote. (6) The Board may co-opta person to attend a meeting ofthe Board, ‘but that person shall not vote on a mater fora decision atthe meeting (9) The validity of any proceedings of the Board shall not be affeced by any vacancy among the members or by any defect in the ‘appointment of any of the members. (8) The Board shall subject to this Act, regulate the procedure for its meeting. Disclosure of interest 9. (1) A member of the Board who has an interes in a matter for consideration by the Boatd shal dsciose in writing dhe nature of that Interest ant is disqualified from participating in the deliberations of the ‘Board in respect of that matter.Act 976 (Ghana integrated Alumina Development Comoran Act, 2018 2) Where a member contravenes subsection (1, the chairperson stall notify the Minister who shall inform the President in writing t0 revoke the appointment of that member {@) Without timing any further cause of action that may be inst: ‘uted against the member, the Board shall recover the benefit derived by 2 ‘member who contravenes subsection (1) in addition tothe revocation of the appointment of the member [Establishment of committees 10. (1) The Board may establish committees consisting of members of the Board or non-members, © perform a function of the Board, (2) Section 9 applies to members ofa committer ofthe Board. Allowances 11. Members ofthe Board and members of a committe ofthe Board shall be paid allowances approved by the Minister in consultation with the Minister responsible for Finance, Policy directives 12. The Minister may give directives on matters of policy tothe Board ‘nd the Board shall comply. Adminisration ofthe Corporation Appointment of Chief Executive Officer 13. (1) The President shall appoint a Chief Executive Officer forthe Corporation in accordance with article 195 ofthe Constitution {@) The Chiet Executive Officer shall hold office on the terms and conditions specified in the eter of appointment Functions ofthe Chief Executive Officer 14. (I) The Chief Executive Officer is responsible forthe day-to-day administration of the Corporation, and is answerable to the Board inthe 2erformance of functionsGhana negated Aluminio Act 976 Development Corporation Act 2018 © The Chief Executive Oficer is responsbeforimplementing the direcaves of the Board on matters of policy, (G) The Chiet Executive Officer may delegate a function to an officer of the Corporation but shall not be relieved of the ultimate esponsibility forthe performance of the delegated function Appointment of Secretary 15. (1) The President shall in accordance with article 195 of the CConsiution, appoint for the Corporation, a Secretary for the proper and effective performance of the functions ofthe Corporation. (2) The Secretary appointed under subsection (1) shall be Secretary tothe Boaed (@) The Secretary shall, subject tothe dzections ofthe Board, (@) arrange the business for the meetings ofthe Board and cause ‘minutes of proceedings of the Board to be recorded and kept: and (©) perform such other functions as the Board may in writing direct. (4) The Secretary shall hold office on the terms and conditions specified in the leter of appointment Appointment of other staff 16, The President shal, in accordance with anile 195 ofthe Const tution, appoint other staff of the Corporation chat are necessary forthe rope: and effective performance of the functions ofthe Corporation. Internal Audit Unit 17. (2) The Comporation shall have an Internal Audit Unit in accor: ance with secion 83 of che Public Financial Management Act, 2016 (acto), (2) The Intemal Audit Unit shall be headed by an Intemal Auditor who shall be appointed in accordance with the Internal Audit Agency ‘Aer, 203 (Act 658).Act 976 (Ghana Integrated Alumni Development Corporation Act 2018 (©) The Internal Auditor is responsible forthe internal audit of the Comoration, = * {) The Imernal Ausitor shall subject subsections 3) anc (4) of section 6 of the Internal Ault Agency Act, 2003 (Act 658), a intervals of three months {@) prepare and submit to the Board, a report onthe internal Audit carted out during the period of three months smme- Giately preceding the preparation ofthe report; and @) make recommendations in each report with respect t0 ‘matters which appeat tothe Internal Autor as necessary forthe conduct ofthe affairs of the Corporation. (6) The Internal Aveltor shall in accordance with subsection (4) ‘of section 16 of the Internal Audit Agency Act, 2003 (Act 658), submit a ‘copy ofeach report prepared under this section to @ the Minister, © the Auditor-General; and © the chairperson of the Boar. Fiaancesofthe Corporation ‘Funds of the Corporation 1B. (1) The finds ofthe Corporation include (@) moneys approved by Parliament; (©) internally generated funds; and (@) grants, loans and other moneys approved by the Minister responsible for Finance, Bank account 19, The moneys forthe Corporation shal be paid into a bank account ‘opener that purpose withthe approval of tbe Conuollr and Accountant: Genera. Expenses of the Corporation 20, The expenses of the Corporation shall be paid from moneys provided forthe Corporation under section 18. 10Ghana tegrated Aluminium Act 976 Development Corparaton At 2018 Borrowing powers 21, Subject to the Constitution and section 76 ofthe Public Financial ‘Management Act, 2016 (Act 921), the Corporation may, on the tems and conditions that may be agreed between the Corporation and the lender, borrow money to meet én expenditure ofa capital nature including pro vision for working capital for the performance of the Functions of the Corporation Special power purchase rates 22, (1) The State shall ensure the availabilty of power tothe integrated aluminium industry, ©) The power to be supplied to the integrated aluminium industry shall be provided ata globally competitive ate applicable tothe industry. Accounts and audit 23. (1) The Board shall keep the books of account, records, eturns and ather documents relating to the accounts in the form approved by the Auditor Genera. (@) The Bourd shat! submit the accounts of the Corporation tothe ‘Auditor-General for audit atthe end ofthe financial year (@) The Auditor-General shall, within six months after the end of the inmediately preceding financial year, audit the accounts and Forwaid a copy each ofthe audit eport to the Minster and the Board. (@) The financial year ofthe Corporation isthe sare a the financial year ofthe Government. ‘Annual report and other reports 24, (1) The Board shall within thirty days after the receipt ofthe au- it repor, submit an annual report to the Minister covering the activities ‘and the operations ofthe Corporation for the yeas to which the annual report relates. unAct 976 Ghana integrated Aluminio Development Corporation Act, 2018 (@) ‘The anmual report shal include the report ofthe Auditor Genera (6) The Minister sball, within one month after the receipt ofthe annual eport, submit the report to Pastiament with a statement thatthe ‘Minister may require in writing (@) The Board shall submit tothe Minister any other report which the Minister may require in writing (6) The Board shall publish the reports of the Corporation in a medium of communication thatthe Board considers necessary ‘Waiver or variation of tax 25, Subject to article 174 ofthe Constitution, the Minister espon- sible for Finance may, with the prior approval of Parliament, grant a ‘waiver or variation of tax tothe Corporation. Misetmeous Provisions Intellectual property 26. ‘1) Subject to subsections (6) and (7), the inelletual property rights in any work made by {a) an employee of the Corporation or other persons employed by the Republic who have been placed atthe disposal of the Corporation: (@) a person assisting he Corporation with an imestigation ot esearch, or (other intellectual entesprize funded or otherwise underaken with resources of the Corporation shall yest in the Corporation, unless otherwise agreed by the parties concerned. (@) Aperson who intends to use data predluced by the Corporation fbr scientific publication or modification of maps forsale or display oF for mncral exploration and other geoscientific operations, shall obtain the prior written approval of the Corporation, 2Ghana integrated Aluminium Act 976 Dewelopment Compoation Ac 2018 © The Board may make the work referred to in subseetion (1) and the rights which are vested in the Corporation, available for use in the public interest subject to the conditions and the payment of fes as the Board may determine. (@ Where the rights in any work are vested in the Corporation in terms of subsection (I), the Board may (2) award the person responsible for the discovery, invention ‘or improvement, a bonus that the Board may consider appropriate, and (©) make provision for financial participation by the person in the profits derived from the discovery, invention or impeove- ‘ment to the extent that the Corporation may determine, with the approval of the Minister responsible for Finance. (6) The Corporation shall, on the recommendation of the Board, apply fora patent in respect of any work contemplated in subsection (1) ‘and the Corporation shal, for the purpose ofthe Patents Act, 2003 (Act (657) be mgarded as the assignee of the discoverer or inventor in question. (@ The intellectual property right in any work made by an cemployis of the Corporation in the course of an investigation for or on behalf of another person, government or administration shall vest in the ‘Corporation unless otherwise agreed by the parties concerned. (©) The provisions of this section do not apply in respect of a ‘work refrred to in subsection () if, ia the opinion of the Board, the ‘work was made by the person concerned other than (2) in the course of the employment of that person as an employee of the Corporation; (©) doring the performance of functions as an advisor or ‘consultant to the Corporation; 13Act 976 Gita frat Akin “ Development Coxporation Act, 2018 (in the course of an investigation or research conducted by ‘he Corporation with the assistance of that person; or (2) ia the course of research funded by the Corporation or ‘conducted with resources ofthe Corporation and which is ‘not connected theemployment, investigation or research. Collsboration with relevant public institutions 27. The Corporation shall collaborate withthe Minerals Commission, ‘the Ghana Geological Survey Authority and any other relevant public Instition to develop the integrated aluminum industry. Regulations 28. The Minister maycby legislative instrument, make Regulations to (@) cnsvre that bauxite in its natural state shall not be exported, sold or otherwise disposed of after five years from the corning ino force of the Act, and (@) generally provide forthe effective implementation ofthis Act Interpretation 29. In this Act, unless the context otherwisé requires, “aluminum metals” means a silvery-white, ductile metallic clement produced ffom alumina; “Board” means the governing body of ghe Corporation estab- lished under section 5; “Chie Executive Officer” means the person appointed under section 13; “company” means a timed ibility company witin the meaning under the Companies Act, 1963 (Act 179) “Corporation” means the Corporation established under section 1; “Ghana integrated Auminiaen ‘Act 976 Development Corporation Act 2018 “Bnvironmental Protection Agency” means the Environmental Protection Agency established under section I of the Environmental Protection Agency Act, 1994 (Act 490); “integrated aluminium industry" means a bauxite refinery and ‘an aluminium smelter including the processes inthe value hain; “local authority” means a local authority established pursuant to article 240 of the Constiution: “Minerals Commission” means the Minerals Commission ‘established under section 1 of the Minerals Commission ‘Act, 1993 (Act 450); “"Minlster” means the Minister responsible for Lands and [Natural Resources; and “public institution” includes a private institution or a. private ‘organisation that receives public resources or provides a public function. Date of Gazerte notification: 4th August, 2018