28 Aug Strengthening Corporate Governance in Ghana’s Digital Finance Sector: Key Highlights of Bank of Ghana’s Corporate Governance Guidelines for Payment Service Providers.
As Ghana’s digital economy continues to evolve, sound corporate governance has become critical to the integrity and sustainability of financial service institutions. The Bank of Ghana (BoG), in line with its regulatory mandate to enhance governance standards in the regulated financial services sector issued the Corporate Governance Guidelines for Payment Service Providers (PSPs) (“the Guideline’) in June 2025. The Guideline, issued pursuant to section 101 (2)(j) the Payment Systems and Services Act, 2019 (Act 987), applies to all institutions licensed by the Bank of Ghana to operate within Ghana’s digital payment ecosystem, across all licence categories. The effective date for full compliance with the provisions of the Guideline is 31st December 2025.
The regulated institutions (PSPs) to which the Guideline apply include:[1]
- Dedicated Electronic Money Issuers (DEMIs)
- Enhanced Payment Service Providers (EPSPs)
- Medium Payment Service Providers (MPSPs)
- Standard Payment Service Providers (SPSPs)
- Payment Schemes
- Payment and Financial Technology Service Providers (PFTSPs)
- And any other category of PSPs that may be prescribed by the Bank
The key objectives of the Guideline are to establish corporate governance standards aimed at fostering a robust governance culture across the payment services industry. Specifically, the Guideline seeks to ensure accountability and transparency in institutional operations, promote ethical leadership, safeguard stakeholder interests, and enhance public trust and confidence in Ghana’s digital financial ecosystem.[2]
Below are some key provisions of the Guideline:
a. Board Responsibilities
The Guideline places the primary responsibility of setting out strategic direction, overseeing risk management, compliance, as well as internal control on the Board of PSPs.[3] Boards are required to approve and monitor key policies and frameworks including business strategy, internal controls, risk management, AML/CFT policies, and corporate governance principles.[4] Boards are also expected, to among other roles, critically assess reports from management, set performance standards, and report material issues or breaches to the Bank of Ghana.[5]
b. Board Composition & Meetings
The composition of the Boards of PSPs must reflect principles of independence, objectivity, and diverse expertise. Boards of PSPs are required to have a minimum of three (3) members, with a majority including the CEO being non-executive directors.[6] At least two (2) board members, including the Managing Director, must be resident in Ghana.
DEMIs and EPSPs should have at least one-third (1/3) of their Board members being independent directors[7]. An independent director is “a non-executive director who has the ability to exercise objective, independent judgment after fair consideration of all relevant information and views without undue influence from management or from inappropriate external parties or interests.”[8]
To further safeguard governance integrity, the roles of Board Chair and CEO should not be occupied by two (2) related persons simultaneously.[9]Further, PSPs are prohibited from having more than one-third (1/3) of Board members being related persons.[10]
A related person includes “a spouse, son, daughter, step son, step daughter, brother, sister, father and mother, cousin, nephew, niece, aunt, uncle, step sister and step brother of a shareholder, director or Key Management Personnel.”[11]
To ensure proper corporate governance and monitoring, Boards are required to adopt a Board Charter[12], hold quarterly meetings[13], and document proceedings, the minutes of which must be submitted to the Bank of Ghana within ten days of approval.[14]
c. Board Performance Evaluation
PSPs are required to subject their Boards and individual Board members to rigorous internal and external evaluations.[15] Notably, an externally facilitated Board performance evaluation must be conducted at least once every three (3) years.[16]
d. Board Committees
To ensure focused oversight, the Boards of DEMIs and EPSPs and any other regulated institution determined by the Bank of Ghana , are required to establish a minimum of two specialized Board Committees namely the Audit, and Risk and Compliance Committees both of which are to be chaired by independent directors.[17]
Other committees may be constituted at the discretion of the Board, based on the institution’s size, complexity, and risk profile.[18]
Each Committee must have a written Terms of Reference (ToR) clearly outlining its mandate, authority, composition, and reporting obligations[19]. The Guideline also sets out specific requirements for the appointment and qualifications of committee chairs. Notably, the Board Chairperson is prohibited from serving as the chairperson of any board sub-committee.[20] The Chairperson of the Audit Committee is also required to be an independent director and is not permitted to chair any other board committee.[21]
The Guideline requires the Chairperson of the Risk and Compliance Committee to be an experienced independent director with demonstrable expertise in risk management, finance, accounting, information technology, and other relevant business skills. [22]
e. Tenure and Conflict of Interest
The Guideline prescribes specific tenure limits for Board chairpersons[23] and non-executive directors.[24]Every PSP is required to adopt a conflict of interest policy to effectively identify, prevent, and manage potential conflicts.[25]
The Guideline also emphasizes the importance of managing related-party transactions in a manner that avoids conflicts of interest.
A related party transaction in this context refers to business transactions between the PSP and another entity or company in which[26]:
- the PSP, or any of its Directors or Key Management Personnel, holds an equity interest of at least five percent (5%) in the entity or company; or
- a Director of the PSP also serves as a Director of that company or entity;or
- a Director or Key Management Personnel of the PSP exercises influence over the company or entity.
Boards are responsible for ensuring that such transactions are properly reviewed, assessed for risk, and conducted on non-preferential terms. [27]
Additionally, directors must disclose their involvement in other Boards and notify the institution of potential new appointments,[28] reinforcing the principles of transparency and impartiality in governance.
f. Appointment of Key Management Personnel
PSPs are required to seek prior written approval from the Bank of Ghana before appointing any Key Management Personnel (KMP).[29] KMP include but are not limited to: Chief Executive Officer or Managing Director, Technology and Systems Manager, Compliance and AML Reporting Officer, Finance Manager, Chief Legal Officer, a Manager of a significant business unit or any person with similar strategic responsibilities.[30] It is important to note that no individual may serve as a KMP in more than one regulated institution simultaneously.[31]
Boards of PSPs are also required to maintain succession plans for Directors and critical positions and ensure clear reporting structures within the organisation .[32]
g. Disclosure and Transparency
PSPs are by this directive mandated to submit for the purpose of disclosure the names of significant shareholders, directors, and key management personnel as at 31st December of every year to the Bank of Ghana.[33] They are also required to provide details on their governance structures and policies, including any corporate governance codes and the processes by which they are implemented.[34] The required disclosures are not exhaustive and must be submitted by 31st March of the following year.[35]
h. Code of Conduct
PSP are expected to develop and adopt a Board-approved Code of Conduct to promote ethical behaviour and integrity among Board members, management, and staff.[36] The Code of Conduct is to be reviewed regularly and is required to provide clear expectations and sanctions for misconduct and should be made available to all persons to who it applies.[37]
i. Remedial Measures and Sanctions
The Guideline outlines remedial measures and sanctions applicable to PSPs. If a person is disqualified from holding a key position, they must be removed immediately.[38] The Bank of Ghana may suspend, remove, or restrict the powers of CEOs or directors if the institution violates relevant laws, directives, or acts in a way that harms customers.[39] The Bank may also implement enhanced supervision or investigations to address risks posed by an institution’s activities.[40] Furthermore, officers may be held personally liable jointly or severally for breaches of license conditions or authorizations.[41]
Conclusion
The Guideline addresses other key areas of corporate governance, including board composition requirements, the frequency of board meetings, and the formal processes for the approval of appointments and resignations. Collectively, these provisions establish a comprehensive governance framework designed to ensure effective oversight, coherence, and regulatory compliance across all PSPs.
The Bank of Ghana’s Corporate Governance Guideline for PSPs showcases the regulator’s commitment to promoting effective governance, risk management, and ethical conduct within Ghana’s growing digital payments ecosystem. As digital finance grows in complexity and scale, these standards will serve as a vital regulatory anchor to protect customer interests, maintain financial integrity, and enhance institutional resilience. PSPs are advised to review their existing structures and policies to ensure alignment with the Guideline and to avoid regulatory sanctions.
[1] Corporate Governance Guidelines for Payment Service Providers, 2025; Part I Section 2.0(2)
[2] Ibid; Part I Section 4.0
[3] Ibid; Part III Section 6.0(1)
[4] Ibid; Section 6.0(2)
[5] Ibid
[6] Ibid; Part III Section 12.0(1)
[7] Ibid; Section 12.0(3)
[8] Ibid; Part I Section 3.0
[9] Ibid; Part III Section 12.0(8)
[10] Ibid; Section 12.0(7)
[11] Ibid; Part I Section 3.0
[12] Ibid; Part III Section 7.0
[13] Ibid; Part III Section 15.0
[14] Ibid; Section 15.0(6)
[15] Ibid; Part III Section 16.0(1)
[16] Ibid; Section 16.0(2)
[17] Ibid; Part III Section 17.0(1)
[18] Ibid; Section 17.0(2)
[19] Ibid; Section 17.0(3)
[20] Ibid; Section 17.0(4)
[21] Ibid; Part III Section 18.0(1),(2)
[22] Ibid; Part III Section 19.0
[23] Ibid; Part III Section 23.0
[24] Ibid; Part III Section 21.0
[25] Ibid; Part III Section 25.0
[26] Ibid; Part I Section 3.0
[27] Ibid; Part III Section 10.0
[28] Ibid; Part III Section 12.0(10)
[29] Ibid; Part III Section 26.0
[30] Ibid; Part III Section 3.0
[31] Ibid; Part III Section 26.0(5)
[32] Ibid; Part III Section 11.0
[33] Ibid; Part III Section 36.0(1)
[34] Ibid: Part III Section 36.0(2)
[35] Ibid
[36] Ibid; Part III Section 37.0
[37] Ibid
[38] Ibid; Part IV(1)
[39] Ibid; Part IV(2)
[40] Ibid; Part IV(3)
[41] Ibid; Part IV(4)