Section 27—Interpretation. In this Act unless the context otherwise requires,— 12 "Council" means the Council established under section 7 of this Act; "Institute" means the Institute established under section 1 of this Act; "Minister" means the Minister responsible for higher education; "President" means the President of the Institute, and "Vice-President" shall be construed accordingly. FIRST SCHEDULE (Section 3) MEETINGS OF THE INSTITUTE 1. Annual Meeting. The annual meeting of the Institute for the transaction of the ordinary annual business of the Institute namely, (a) the election of members of the Council; (b) the appointment of auditors; and (c) the reception and consideration of the annual report of the Council and accounts of the Institute with the auditors' report thereon, shall be held in Accra or elsewhere in Ghana on the 30th day of April in every year or on such other day as the Council may from time to time appoint: Provided that a meeting shall be held in every calendar year and that not more than fifteen months shall have elapsed since the date of the previous annual meeting. 2. Special Meeting. The Council may, whenever it thinks fit, convene a special meeting of the Institute and shall do so within twenty-one days from the receipt by the secretary of a requisition in writing signed by not less than twenty members and stating the object of the proposed meeting. 3. Notice of Motion to be given. A member wishing to bring before the annual meeting any motion not related to the ordinary annual business of the Institute may do so provided that, (a) notice in writing of the proposed motion is sent or given to the secretary and received by him not later than five weeks before the date of the annual meeting; (b) not less than ten members entitled to vote at the annual meeting shall have sent or given notice in writing to the secretary and received by him not later than four weeks before the date of the annual meeting expressing their desire that the proposed motion should be brought before the annual meeting; and (c) the proposed motion relates to matters affecting the Institute or the accountancy profession. 4. Notice of Meetings to be given. 13 (1) The secretary shall, not less than fourteen days or more than twenty-one days before any annual or special meeting of the Institute, send to each member a notice giving the day, hour and place of the meeting and the business to be transacted thereat. (2) In the case of the annual meeting the secretary shall send to each member with such notice a copy of the annual report of the Council and a copy of the accounts of the Institute with the auditors' report thereon, a list of persons nominated or deemed to be nominated for membership of the Council or as auditors, and particulars of all motions to be brought before the meeting under the immediately preceding paragraph of this Schedule. (3) The non-receipt by any member of such notice or of any of the aforesaid documents shall not invalidate the proceedings of the meeting to which they relate. 5. Practising accountants shall be entitled to receive notices of meetings of the Institute and shall be entitled to speak and vote at such meetings. 6. Chairman of Meeting. (1) At all meetings of the Institute the President or in his absence the Vice-President shall be chairman. (2) In the absence of both the President and the Vice-President a chairman shall be elected from among the members of the Council present or in the absence of all of them, from among the members present. 7. Quorum at Meeting. (1) Unless ten members be present at the annual meeting within fifteen minutes after the time appointed for the meeting, the meeting shall stand adjourned for a fortnight to be held at the same hour and place or, if such place shall not then be available, at such other place as the Council may determine. (2) On the date to which the meeting was adjourned the meeting shall proceed to business notwithstanding that there may be less than ten members present. (3) At a special meeting, unless fifteen members be present within fifteen minutes of the time appointed for the meeting, the meeting shall be dissolved. 8. Adjournment of Meeting. (1) Subject to the provisions of this Schedule, the chairman of any meeting of the Institute may, with the consent of the meeting, adjourn the meeting from time to time and from place to place. (2) No business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. (3) No notice need be given of an adjourned meeting unless it be so directed in the resolution for adjournment. 9. Voting at Meeting and Demand for Poll. (1) Every resolution and amendment proposed and seconded at a meeting of the Institute shall be put to the meeting by the chairman and decided by a show of hands; and in the event of an equality of votes the chairman shall have a casting vote. 14 (2) The declaration of the chairman as to the decision of the meeting shall be final. (3) On such a declaration being made a poll of all members may be demanded in writing by at least twenty-five members present and entitled to vote at the meeting; but a poll shall not be taken on any resolution or amendment relating to the election of a chairman, the appointment of scrutineers or the adjournment of a meeting. 10. Procedure when Poll Demanded. (1) On a poll being demanded at a meeting of the Institute, the chairman shall forthwith, or as soon as is reasonably practicable after the conclusion of the meeting at which the poll is demanded, state the resolution or amendment in the form of propositions which in his opinion will be most suitable to ascertain the sense of the members upon the substance of the resolution or amendment; and upon the manner of so stating the resolution or amendment the chairman's decision shall be final. (2) Voting papers setting out the propositions so stated, together with any necessary notes and directions shall, within fourteen days after the meeting be issued by the Council to all members entitled to vote at the meeting at which the poll was demanded. (3) All members wishing to vote on the propositions or any of them shall do so by sending the said voting papers to the Institute addressed to the scrutineers so as to be received by them not later than twenty-one days after the meeting. 11. Appointment of Scrutineers. At every meeting of the Institute at which a poll is demanded the meeting shall appoint five of their number as scrutineers, any three of whom shall be competent to act. 12. Meeting of Scrutineers and Result of Poll. (1) Where a poll has been demanded, the scrutineers shall meet not less than twenty-two days nor more than twenty-nine days after the meeting at which the poll was demanded and shall examine the voting papers. (2) Envelopes containing the voting papers may be opened either before or at such meeting of the scrutineers but may only be opened in the presence of at least one of the scrutineers. (3) The scrutineers shall reject the vote of any member who, at the date of such meeting, was in arrears with any subscription or other sum payable by him under this ACT or Regulations made thereunder and may in their discretion reject any vote in which a member has failed to observe the notes and directions relating thereto or any other vote which in their view ought properly to be rejected. (4) The scrutineers shall, as soon as practicable, report the result of the voting to the chairman of the meeting and shall include in the report a statement of the number of votes rejected by them and the reasons for such rejection. (5) The chairman shall send a copy of the report to each member as soon as practicable and, where there is an equality of votes, the chairman shall have a casting vote; and in such a case shall declare when so sending the report to members the manner in which his casting vote is given and the result of the voting. 15 (6) The report of the scrutineers as to the result of the voting, or where given such declaration of the chairman, shall be conclusive. (7) The voting shall take effect from the date of the report of the scrutineers save that where a meeting was adjourned to receive the report of the scrutineers the voting shall take effect from the date when the report was presented to the adjourned meeting. (8) Where for any reason a chairman is unable to exercise any powers granted to him by this Schedule the power shall be exercised by any member of the Council who was present at the meeting and who is deputed by the Council to exercise such powers. 13. Demand for Poll not to Prevent other Business. The demand for a poll at a meeting shall not prevent the transaction of any business other than that on which the poll has been demanded. 14. Minutes of Meeting. Proper minutes shall be recorded of all resolutions and proceedings of meetings of the Institute and every minute signed by the chairman of the meeting to which it relates or by the chairman of a subsequent meeting shall be sufficient evidence of the facts therein stated. SECOND SCHEDULE (Section 7 (4)) (Coat of Arms) IN exercise of the powers conferred upon the President of the Republic by subsection (4) of section 7 of the Chartered Accountants Act, 1963 (Act 170) the ............. day of ............................, 1963 is hereby appointed the day on which the Council established under the said Act shall commence to perform the functions thereunto conferred upon it. By Command of the President. Minister THIRD SCHEDULE (Section 16 (3)) 1. (1) For the purposes of any inquiry to be held under section 16 of the Act, the Council shall appoint five persons, of whom at least three shall be from among its members, to constitute a disciplinary committee and shall appoint one of them to be chairman of the committee (2) Where the person whose conduct is the subject of the investigation is a practising accountant membership of the disciplinary committee shall include a practising accountant. 2. (1) The Council shall cause a statement to be prepared setting out the charges to be investigated by the disciplinary committee, and the secretary of the Council shall transmit a copy of the statement to each member of the committee and to the person whose conduct is the subject of the investigation. (2) Where the inquiry is to be held in consequence of a petition or complaint alleging misconduct by any person, the secretary of the Council shall, in addition, transmit a copy of 16 that petition or complaint to that person and to each of the members of the disciplinary committee. 3. (1) The secretary of the Council shall give notice of the first date fixed for the inquiry to the person whose conduct is the subject of the investigation. (2) Every such notice shall, at least fourteen days before the date fixed for the inquiry, be delivered by hand at, or sent through the post by registered letter addressed to, the last known address of that person. (3) Where any person to whom a notice has been given under sub-paragraph (1) of this paragraph fails to appear in person or is not represented by counsel, the inquiry may be held by the disciplinary committee in his absence. (4) Notice of any date to which the inquiry may be adjourned shall be given by the committee personally to the person whose conduct is the subject of inquiry or be given in manner provided in sub-paragraph (2) of this paragraph. 4. (1) If the Council is of the opinion that the evidence of any person, or the production by any person of any document is necessary to enable any matter to be investigated by a disciplinary committee, the Council shall direct the secretary of the Council to require the attendance of that person, or the production by that person of such document, at such time and place as may be specified in a notice which shall be delivered by hand at, or sent through the post by registered letter addressed to, the last known place of residence of that person. (2) Any person who having been served with a notice under sub-paragraph (1) of this paragraph fails, without reasonable cause, to attend or to produce any document, as the case may be, at the time and place specified in the notice, commits an offence under this Act (3) The secretary of the Council shall be the secretary of every disciplinary committee and every notice issued under this Schedule shall be signed by him. (4) A disciplinary committee shall have power to administer oaths or affirmations to all persons who are required to give evidence before such committee, and any person who refuses to be sworn or affirmed, or to answer such questions as may be put to him concerning any matter in respect of which the inquiry is held, commits an offence under this Act. (5) Any person who upon examination upon oath or affirmation before a disciplinary committee wilfully gives false evidence commits an offence under this Act. (6) Any person whose conduct is the subject of investigation at an inquiry or who is in any way concerned or implicated in such inquiry may be represented by counsel at the inquiry. (7) The Council may authorize any legal practitioner to assist the disciplinary committee as to the leading and taking of evidence. (8) Every inquiry held by a disciplinary committee shall, unless the Council otherwise determines in any case be held in camera. (9) Any question before a disciplinary committee shall be determined by the decision of the majority of the members of that committee. 17 (10) Upon the conclusion of an inquiry, the disciplinary committee shall prepare and transmit to the Council a report embodying the findings on the matters in respect of which the inquiry was held. FOURTH SCHEDULE (Section 19) 1. Each of the following acts on the part of a chartered accountant shall constitute professional misconduct, namely, (a) allowing any other person to practise in his name as a chartered accountant unless such person is also a chartered accountant and is in partnership with or employed by himself; (b) entering into partnership with any person other than a chartered accountant or securing, either through the services of a person not qualified to be a chartered accountant or by means which are not open to a chartered accountant, any professional business. 2. Each of the following acts on the part of a practising accountant shall constitute professional misconduct, namely, (a) allowing any other person to practice in his name as a practising accountant unless such person is also a practising accountant and is in partnership with or employed by himself; (b) entering into partnership with any person other than a member of the Institute or securing, either through the services of a person not qualified to be a practising accountant or by means which are not open to a practising accountant, any professional business. 3. Each of the following acts of omissions on the part of a chartered accountant or a practising accountant shall constitute professional misconduct, namely, (a) paying or allowing or agreeing to pay or allow, directly or indirectly, to any person, other than a chartered accountant or a practising accountant or a retired partner or a nominee or the legal representative of such partner, any share, commission or brokerage out of the fee or profits for his professional services; (b) accepting or agreeing to accept any part of the profits of the professional work of a legal practitioner, auctioneer, broker or other agent who is not a chartered accountant or a practising accountant; (c) soliciting clients or professional work either directly or indirectly, by circular, advertisement, personal communication or interview or by any other means; (d) advertising professional attainments or services; (e) disclosing information acquired in the course of professional engagement to any person other than a client, without the consent of the client, or otherwise than as required by any law for the time being in force; (f) accepting a position as auditor previously held by another chartered accountant or practising accountant without first communicating with him in writing; 18 (g) accepting an appointment as auditor of a company without first ascertaining from it whether the requirements of the law relating to the appointment of auditors have been duly complied with; (h) certifying or submitting in his name or in the name of his firm a report of an examination of financial statements unless the examination of such statements and the related records have been made by him or by a partner or an employee in his firm; (i) permitting his name or the name of his firm to be used in connection with an estimate of earning contingent upon future transactions in a manner which may lead to the belief that he vouches for the accuracy of the forecast; (j) expressing his opinion on financial statements of any business or any enterprise in which he, his firm or partner in his firm has a substantial interest, unless he disclosed the interest also in his report; (k) charging in respect of any professional employment, other than insolvency or receiverships, fees which are based on a percentage of profits or which are contingent on results; (l) failing to disclose a material fact known to him which is not disclosed in a financial statement, but disclosure of which is necessary to make the financial statement not misleading; (m) failing to report a material mis-statement known to him to appear in a financial statement with which he is concerned in a professional capacity; (n) gross negligence in the conduct of professional duties; (o) failing to obtain sufficient information to warrant the expression of an opinion; (p) failing to keep moneys of a client in a separate banking account or to use such moneys for purposes for which they are intended; and (q) including in any statement, return or form to be submitted to the Council any particulars knowing them to be false. 4. Notwithstanding anything to the contrary contained in paragraphs 1, 2, or 3 of this Schedule, a chartered accountant or a practising accountant, as the case may be, shall not be guilty of professional misconduct by reason only of any of the following acts, namely, (a) entering into or being in partnership with any person outside Ghana who is a member of a society or institute of accountants of the description specified in paragraph (b) of subsection (1) of section 4 of this Act; (b) securing professional business by reason of such partnership; (c) allowing such partnership to be carried on in his name; (d) paying or allowing or agreeing to pay or allow to any such partner any share out of the fees or profits.
