Improve Accessibility and Compliance of Beneficial Ownership Register (GH0036)

Problem to be addressed ● The Beneficiary Ownership regime in Ghana has been operational since the enactment of The Companies Act 2019 (Act 992) and the completion of the upgrade of the Registrar General’s Department’s electronic register to enable the department receive data on beneficiary ownership. What is required now is to ensure data quality and accuracy, data accessibility and availability as well as effective use of data

The commitment  Improve the comprehensive quality and accuracy of data at The Registrar General’s Department  Enable greater access and availability of data  Encourage greater data use and build the capacity of data users in government, civil society and among investigative journalists.

Contribution of commitment to solving problem ● The commitment will ensure that the BOT regime which has become operational does actually advance transparency in business ownership which Ghana has aspired to in all previous commitments.

Relevance of commitment to OGP values Commitment will promote transparency in business ownership in Ghana.

Additional information

Milestone Activity with a verifiable deliverable Start Date: End Date:  Awareness raising and sensitization on quality on BO data submission, requirements organized for industry stakeholders. Nov. 2021 June. 2023  Mechanisms to verify the accuracy of data submitted to RGD and a system to flag suspicious submission to further investigation, Nov. 2022 June 2023  Mechanisms for sanctions for filing non-compliance in place Nov. 2021 June. 2022  Initial data is published to meet BO data standards. Nov. 2021 June 2023  Data is made available in bulk format for competent authorities and other designated persons and agencies. Nov. 2021 June 2023  Roadmap and risk assessment developed on the policies towards wider public availability of BO data. Nov. 2021 June 2023  Publish annually data on the number of persons accessing information on BO of companies. Nov. 2021 June 2023  Capacity building and training sessions for government and nongovernment stakeholders (NGOs, Investigating Journalists, OGP and GHEITI) through opening extractive programme on using BO data Nov 2021 June 2023  Pilot use of BO data in the due diligence process before awarding a mining license to avoid conflict of interest Nov. 2021 June 2023

Action Plan Review

Commitment 9. Beneficial Ownership Transparency

● Verifiable: Yes

● Does it have an open government lens? Yes

● Potential for results: Modest

As written, this commitment lays important groundwork through mostly internal government reforms to strengthen the beneficial ownership transparency regime. It is considered to have modest potential for results, as the commitment text does not state how implementation would open government to citizens. However, Ghana’s OGP Steering Committee clarified through comments to the IRM that this commitment will make beneficial ownership information available to the public. An online portal is under trial and intended for public release in 2023. Ghana Extractive Industries Transparency Initiative (EITI) intends to publish beneficial ownership information in the extractives sector in their annual reports. The government also intends to provide training to civil society and the media on how to make use of beneficial ownership data. [1] Those implementing the commitment are encouraged to detail these activities in the revised commitment to clarify how implementation will open government. Such a revised commitment would facilitate implementation and enable Ghana to receive recognition for the full ambition of this reform.

Results Report

Commitment 9. Beneficial Ownership Transparency

Commitment 9: Beneficial Ownership Transparency [Registrar’s General Department]

Context and Objectives:

Over the years, Ghana has made several commitments to adhere to international standards on transparency and the establishment of a beneficial ownership register, including commitments to the Financial Action Task Force (FATF), the European Union (EU), the Extractives Industries Transparency Initiative (EITI), the Global Forum on the Exchange of Information, OGP, and the United Nations Convention against Corruption. Through these commitments, the government has progressively advanced implementation of the beneficial ownership (BO) regime.

During the previous action plan, the Government of Ghana enacted the Companies Act 2019 (Act 992) and established a BO project team within the Office of the Registrar of Companies (ORC) to oversee implementation of BO disclosure. [45] In addition, Ghana has developed a beneficial ownership transparency (BOT) central register which serves as a repository for BO information. However, prior to implementation BO information was not publicly available. This commitment aimed at progressing BO implementation by (i) improving the comprehensive quality and accuracy of data at the Registrar-General’s Department, (ii) promoting greater access and availability of data, and (iii) encouraging greater data use by building the capacity of data users in government, civil society, and among investigative journalists. [46]

Early Results: Moderate

This commitment has yielded notable progress in BOT in Ghana. As a result of implementation, the Registrar General Department (now Office of the Registrar of Companies - ORC) now collects and verifies BO data in a central register. Permitted authorities can access this data, along with the public who can place specific requests for a small fee. CSOs and journalists are using BO data for accountability purposes as evidenced by investigative stories. [47]

The IRM initially assessed this commitment in the Action Plan Review to have a modest potential for results as it was not clear whether implementation would result in publicly available BO information. [48] However, the revised action plan clarified this aim, which was achieved by the end of the implementation period. The reform is ongoing with continued support from Open Ownership and a subsequent commitment in Ghana’s 2024-2028 OGP action plan. This commitment is evaluated to have achieved moderate results due to the notable change in transparency of BO information and evidence that efforts will continue to maintain and expand on progress thus far. The commitment falls short of significant results as the BO register is not available due to technical challenges, limiting the early results of this reform at the time of assessment. Additionally, levels of company compliance, particularly in the extractives industries, remained low at the time of assessment.

Ghana’s BO Register

Ghana’s Beneficial Ownership register was officially created in 2021, following the amendment to the Companies Act that made provisions for BO take effect. [49] The IRM researcher could not independently verify if the initial BO data published meets BO data standards as per milestone 4. However, the BO forms available on the Registrar General’s Department website [50] as well as the FAQs note [51] provide a list of information collected when filing BO data. According to Domtie Sarpong of the ORC, [52] BO information collected in the register includes names, identity and address, nature and percentage of interest, and a declaration as to whether the person is a politically exposed person. However, she clarified that release of information upon request by the public is subject to the existing data protection laws in Ghana. A report by Open Ownership [53] highlights that the scope of BO particulars collected by the ORC surpasses the stipulations of the FATF Recommendations and the EITI Standard. This broad scope could be attributed to extensive consultations undertaken, aimed at meeting various international obligations, including those outlined in the FATF recommendations, the EITI Standard, the EU Anti-Money Laundering Directives (AMLDs), GIABA, and commitments made at the London Anti-Corruption Summit.

Ghana’s OGP Self-Assessment Report and interviews with Dr. Manteaw and Favour Ime of Open Ownership indicate that access to the register by competent authorities is possible at no charge. Access by the public is possible on request and payment of a prescribed fee (GHC 25, equivalent to USD 2.202) on a per record basis. A member of the public can register on the website, search for the company of interest, make payment, and then access the data of the beneficial owners of the company, save for personal identifiable information such as ID number, residential address, phone number, and email address. Under the 2019 Companies Act, BO data must be disclosed for all Politically Exposed Persons (PEP), any foreign PEP in high-risk sectors with a 5 percent stake (such as extractives or real estate), and anyone with 20 percent ownership in a company. [54] As of May 2023, the register included data on 200,000 companies, which includes 17 percent of companies in the extractives sector. [55] The register has faced technical issues, making it inaccessible at the time of IRM assessment. As of spring 2024, ORC was working to develop a new system with support from Open Ownership. [56]

BO Data Collection

To foster compliance, the government issued instructions for filing BO data ^[57] and made it a requirement for companies’ annual returns to include BO data. A FAQs flier on the Registrar General Department’s website further indicated the fines and prison risk for defaulters. ^[58] According to GHEITI and OGP CSO Co-Chair Dr. Steve Manteaw, this has been instrumental in enforcing compliance, especially with existing companies. [59] However, compliance from legacy companies (companies registered before the introduction of BO regulations) remains low. ^[60] According to Domtie Sarpong of the ORC, 37 percent of registered companies had filed their beneficial information as of March 2024. [61]

The ORC, with the support of the Opening Extractives Programme, undertook a review of the BO declaration forms to improve the comprehensive quality and accuracy of data collected. The paper-based BO forms needed to be improved; some data fields were not structured, and it was not always clear what information was being requested. This review identified areas for improvement and led to an updated form. To strengthen data validation and accuracy, ORC cross-checks BO data at the point of submission with other state registers, including Ghana Revenue Authority and National Identification Authority, for first-level authentication and verification. BO information submitted by companies is also cross-checked with the Ghana National Card database to confirm that the particulars of a beneficial owner conform with existing data sets. ^[62]

Under milestones 1 and 8, several training and capacity-building sessions were held. Targeted industry stakeholders were trained on quality of BO data submission and requirements. Company inspectors were trained on verification and identifying beneficial owners to assist clients in confirming their true status. Professional groups such as lawyers, business chambers, and media were trained to promote accurate data provision when filing BO information. Targeted training sessions were held for CSOs and investigative journalists, focusing on understanding the BO regime and effective data usage. Additionally, the ORC held a series of deliberative engagements with the national pensions, regulatory authorities, the Ghana Extractives Industries Transparency Initiative Multi-Stakeholder Group as well as key stakeholders such as banks, regulatory bodies, police, and the Financial Intelligence Centre, with the aim to share insights on optimal data verification methods and promote seamless access for collaboration. ^[63]

The UK-Ghana Chamber of Commerce further held a sensitization webinar for its members on “The Mandate and Beneficial Ownership of the Office of the Registrar of Companies”. ^[64] Additionally, the government point-of-contact (POC) for OGP, Thelma Ohene-Asiamah, and Dr. Steve Manteaw, the OGP CSO Co-Chair [65] explained that a meeting was held between government representatives, development partners, and the recently appointed UN Resident Representative in Ghana. During this meeting, the progress made on BO implementation was discussed and partner support solicited.

Finally, Ghana representatives participated in a regional peer exchange program in Accra, Ghana, bringing together practitioners from Zambia, Ghana, Liberia, and Nigeria ^[66] to promote learning on successes, risks, and challenges of BO implementation. The peer exchange created a platform for governments to interact and share emerging good practices from their BOT journey and for the program to deliver sessions tailored to enhancing the technical capacity of participating government agencies. ^[67]

BO Data Use

The ORC and the Ghana Extractive Industries Transparency Initiative (GHEITI) hosted a workshop as part of the Opening Extractives Programme to strengthen the capacities of nearly 30 civil society advocates, journalists, and citizens in accessing and using BO information to inform investigative reporting and data-driven advocacy. [68] Subsequently, four investigative projects were mentored by a reputable journalist with the objective of testing the data-use tools shared in the training workshops. These activities enabled journalists to publish investigative stories in the Ghanaian media. According to Favour Ime of Open Ownership, [69] the stories drew public attention to BO in Ghana, covering diverse topics such as illegal fishing; [70] [71] [72] [73] unlicensed companies exploiting natural resources; and the failure to submit BO disclosures. They further identified that a large-scale mining license was wrongly awarded in 2017 to an Australian-owned company whose beneficial owners were confirmed to have been previously involved in criminal activities. [74]

Outstanding Activities

Several milestones are either in progress or remain outstanding. Milestones 6 and 7 to develop a roadmap and risk assessment on the policies toward wider public availability of BO data and to annually publish data on the number of persons accessing information on BO of companies were not started. Equally, the intended electronic software necessary for data verification in milestone 2 was not procured nor implemented. The IRM researcher did not find evidence to assess milestone 9 to pilot use of BO data in the due diligence process before awarding a mining license. Nigeria demonstrates the potential of such a reform. The Mining Cadastre Office uses BO data to identify companies seeking to avoid debts by applying for new licenses. This has increased domestic revenue mobilization by compelling the payment of debts before approving new applications. [75] ORC and civil society partners can evaluate which of these milestones to prioritize for completion under the next action plan.

Looking ahead

Ghana intends to continue this positive momentum into the 2024-2028 OGP action plan. Commitment 4 in the subsequent action plan includes consultations to develop and pass regulations for the 2019 Companies Act, with specific provisions for BO. It also aims to upgrade the ICT infrastructure for the BO register and establish an information-sharing protocol for competent authorities. At the time of writing, these latter activities were already under way, with support from the Opening Extractives Programme. ^[76] Communicating and enforcing sanctions for non-compliance could be a vital area to increase the scope of data available in the register.

In addition to these key activities, reformers can consider activities to encourage compliance among legacy companies—those registered prior to the introduction of BO regulations. Learning from the example of Nigeria, [77] Ghana could make BO disclosure a requirement for engagement in government procurement and during tax filing. The ORC could sign Memorandum of Understanding with government agencies to ensure that all entities, including legacy companies, must disclose BO data, and provide proof of such as a minimum requirement to participate in government procurement processes. Additionally, the ORC could prioritize outreach activities targeting the legacy companies to disseminate the register, its obligations, and sanctions for non-compliance. The ORC could design and adopt a more complex verification mechanism to improve the accuracy of BO data. This will involve inter-agency coordination with government agencies that hold relevant data sets.