Ghana

Ghana has been an early mover in climate finance and carbon credit trading activities. In particular, using the opportunities presented by the regime established under Article 6 of the Paris Agreement to secure funding to achieve its NDC commitments.

Ghana’s bilateral voluntary cooperation agreement with Switzerland was one of the first such agreements to be signed, in November 2020, and it is now being implemented. Under this agreement, a total of twelve projects are being implemented, of which eight have reached investment decision points and are anticipated to unlock some USD 850 million from direct investment, carbon revenues, and fees by 2030 and create a minimum of 7,000 green jobs. Two projects have already received authorization.

Ghana is engaged in discussions with four other governments on further bilateral agreements, as discussed further below.

Ghana is also one of the first country’s in Africa to receive payments from Forest Carbon Partnership Facility, the World Bank Trust Fund, for Reducing Emissions from Deforestation and Forest Degradation (“REDD+”). Ghana was paid USD 4,862,280 for reducing 972,456 tons of carbon emissions for the June - December 2019 monitoring period under the programme. Ghana is further eligible to receive up to USD 50 million for 10 million tons of carbon dioxide emissions reduced by the end of 2024.

However, Ghana does not yet have any specific, consolidated laws in place to govern carbon credit trading activities or related to climate mitigation and adaptation measures.

Instead, Ghana’s activities in this area have been largely governed by a number of national-level policies – including the National Climate Change Policy and the Framework on International Carbon Market and Non-Market Approaches published by the Carbon Markets Office (“CMO”), a secretariat established under the Climate Change Unit of the Ghanaian Environmental Protection Agency (“EPA”), which oversees Ghana’s activities in this area.

Nevertheless, the Ghanaian Parliament is currently considering a proposed bill to amend the EPA Act, which amongst other things would introduce a new set of provisions specifically relating to climate change, mandating the EPA to collaborate with all relevant stakeholders to formulate climate change response, providing a firmer statutory footing for the CMO and the EPA’s existing policy framework.

The Ghanaian regulatory authorities have already introduced a range of measures intended to drive net zero investment by the private sector. Most recently, the Ghanaian Securities and Exchange Commission issued the Securities Industry (Green Bond) Guidelines, 2024, which are intended to facilitate the growth of the green bond market and, importantly, ensure the credibility of securities used to finance climate and environmental projects and prevent greenwashing, drawing on the Green Bond Principles published by the International Capital Market Association.

Other similar initiatives include the publication by the Ghana Stock Exchange of amendments to the Ghana Fixed Income Market Listing Rules to incorporate criteria and guidelines for issuing sustainability bonds, and the Ghana Stock Exchange’s ESG Disclosure Guidance Manual for Listed Entities released in 2022 to guide listed companies on their ESG reporting, referring to the Global Reporting Initiative (“GRI”) Reporting Standards.

Ghana is also ahead of the curve on the energy transition and a significant proportion of its electricity generation comes from renewable energy sources. In 2023, renewable sources accounted for approximately 38.47% of the total power generation in Ghana. Out of the total 24,264 GWH of the power generated in Ghana in 2023, 9,187 GWH (representing 37.86%) was from hydro and 148 GWH (representing approximately 0.61%) was sourced from other renewable energy sources.

Ghana has had specific legislation in place to govern renewable energy activities for a number of years now and the Government of Ghana has adopted a number of policies and plans intended to help reduce greenhouse gas emissions by increasing the share of renewable energy and set ambitious targets.

For example, in November 2022, the Government launched the National Energy Transition Framework. This is the first policy framework formulated with a specific net-zero target in mind and was the product of a year-long consultation programme. The National Energy Transition Framework set-out a series of long-term policy recommendations to help Ghana achieve its NDC commitment by decarbonizing the energy sector and reaching net-zero emissions by 2070, whilst ensuring socioeconomic growth and the efficient use of Ghana’s own natural resources, including through the growth of renewable energy.

The Government has established the National Energy Transition Implementation Committee and set up the National Energy Transition Coordinating Office to drive the implementation of the National Energy Transition Framework, with participation by the key institutions including the Ministry of Energy, the Ministry of Transport, and the Ministry of Environment, Science, Technology, and Innovation.

With this Governmental support and a stable political climate, we believe Ghana is an attractive destination for net zero focussed investment. The opening of the Secretariat of the African Continental Free Trade Area in Accra means the country is well positioned itself as a business hub for the West African region, including in net zero related sectors. And Ghana has a robust legal and regulatory framework that is being modernized and enhanced - recently, numerous new laws have been passed to bring antiquated laws up to date, fill in regulatory gaps and provide for future development. Other changes are in the works, including the EPA Act amendment referred to above.

However, making the most of this investment opportunity requires local knowledge to help navigate this changing legal and regulatory environment and understand how it operates in practice.

This guide sets-out a high level background to Ghana’s net zero investment to help potential investors get this journey started on the right foot.

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a) GDP and capital wealth

In Ghana’s most recent budget statement, Ghana’s Gross Domestic Product (GDP) for the year 2023 was projected to be approximately GHS 851 billion and its GDP is projected to reach over GHS 1 trillion in 2024.¹

b) Level of unemployment (general and youth)

Approximately 1.45 million people were recorded to be unemployed in the fourth quarter of 2022, an unemployment rate of approximately 11.5%.²

In that same period, over 2.5 million youth (between age 15 to 35) were neither in education, employment or training. This represents approximately a quarter of Ghana’s youthful population.³

c) Human wealth, population and education

Ghana’s population as at 2021 was 30.8 million,⁴ of which approximately 19 million were considered part of the potential labour force in the fourth quarter of 2022 – i.e. persons 15 years and older who furnish the supply of labour for the production of economic goods and services.⁵

Ghana’s educational system is made up of the basic primary education programme, the second cycle programme and the tertiary programme.

• The primary education programme comprises free and compulsory kindergarten, primary and junior high school for children between the ages of four and 15 years.⁶

• The second cycle programme covers three years of senior high school or technical, vocational and appropriate apprenticeship scheme.⁷

• The tertiary programme provides courses to students in colleges of education, technical universities, universities and specialized teaching institutions.⁸

d) Natural wealth, including metals and minerals deposits (such as critical mineral resources, rare earth elements and green/battery minerals and metals) and other natural resources

Ghana has substantial mineral resources and mining is a significant contributor to the Ghanaian economy. Major resources include gold, diamonds, manganese and bauxite. In 2023, Ghana was the largest gold producer in Africa, overtaking South Africa.⁹

The country also has deposits of iron ore, limestone, brown clays, kaolin, mica, columbite-tantalite, feldspar, silica sand, quartz, salt etc., which are being exploited on a smaller scale.

Critical, “green” mineral resources have become a key policy focus, as Ghana has discovered significant reserves of lithium and other rare earth minerals.

In July 2023, Ghana’s Cabinet approved a Green Minerals Policy¹⁰ that amends the Mining and Minerals Policy of 2014 to enable the country to maximize the benefits from lithium and other green minerals through adding value to green minerals before exportation.

The policy is expected to lead to legislative interventions by Parliament, including an amendment to the Minerals and Mining Act, 2006 (Act 703). For example, while the Minerals and Mining Act, 2006 (Act 703) sets the rate for mineral royalties at between 3 and 5%, the new policy would see higher royalty rates for green minerals. Local participation requirements in the green minerals value chain are also expected to be higher than the current rates.

In addition to mineral resources, Ghana also benefits from significant hydrocarbon resources.

• Gas: According to the Ghana Export Promotion Council, Ghana has an estimated gas reserve between 1.5 trillion cubic feet (Tcf) and 1.7 Tcf, including reserves that have not yet been discovered.¹¹  The country produces both associated gas and non-associated gas from three oil fields namely: the Jubilee field; Sankofa Gye-Nyame (Sankofa) field; and Tweneboa-Enyenra-Ntomme (TEN) field.

• Oil: Since commercial production of crude oil began in 2011, there has been a remarkable growth in crude oil production in Ghana¹². There are currently three oil producing fields (Jubilee, TEN and Sankofa Gye Nyame) which produced a total of 35.42 million barrels from January to September of 2023.¹³

e) Renewable/green energy wealth

A significant proportion of Ghana’s electricity generation comes from renewable energy sources. In 2023, renewable sources accounted for approximately 38.47% of the total power generation in Ghana. Out of the total 24,264 GWH of the power generated in Ghana in 2023, 9,187 GWH (representing 37.86%) was from hydro and 148 GWH (representing approximately 0.61%) was sourced from other renewable energy sources.¹⁴

Hydroelectricity is generated from three power plants: the Akosombo and Kpong Generation Stations, operated by the state-owned Volta River Authority; and the Bui Generation Station, operated by the state-owned Bui Power Authority (“BPA”).¹⁵ The BPA has also recently completed and commissioned Ghana’s first micro-hydropower plant at Tsatsadu in the Volta Region - this is a run-of-river hydro plant that currently has an installed capacity of 45kW.¹⁶

In recent years, the Government of Ghana has adopted a number of policies and plans intended to help reduce greenhouse gas emissions by increasing the share of renewable energy. These include, amongst others:

• the Renewable Energy Master Plan (February 2019);

• the Strategic National Energy Plan (July 2019, covering 2020-2030);

• the Ghana Integrated Power Sector Master Plan (November 2019);

• the Gas Master Plan (December 2015); and

• the National Infrastructure Plan by the National Development Planning Commission (NDPC) (originally, October 2017).

These policies have included some ambitious targets. For example, the Renewable Energy Master Plan set a target to increase the proportion of renewable energy (as defined in the Renewable Energy Act, 2011 (Act 832) at the time, which excluded hydropower over 100 MW) in the national energy generation mix from 42.5 MW in 2015 to 1363.63 MW in 2030 and the Strategic National Energy Plan targets renewable energy (again as defined in Act 832 at the time) constituting 10% of the energy mix by 2030.

However, there is still some way to go until these targets are achieved. It is notable that although Ghana’s Energy Commission has issued well over 100 licenses for the development of renewable energy projects, only a handful have been developed to date, with many struggling for funding and with technical, commercial and implementation challenges.

In November 2022, the Government launched the National Energy Transition Framework¹⁷, developed by the National Energy Transition Committee. This is the first policy framework formulated with a specific net-zero target in mind and was the product of a year-long consultation programme. The National Energy Transition Framework set-out a series of long-term policy recommendations to help Ghana achieve its NDC commitment by decarbonizing the energy sector and reaching net-zero emissions by 2070, whilst ensuring socioeconomic growth and the efficient use of Ghana’s own natural resources, including through the growth of renewable energy.

The Government has established the National Energy Transition Implementation Committee and set up the National Energy Transition Coordinating Office to drive the implementation of the National Energy Transition Framework, with participation by the key institutions including the Ministry of Energy, the Ministry of Transport, and the Ministry of Environment, Science, Technology, and Innovation (“MESTI”).

In September 2023, the Government built on the National Energy Transition Framework by publishing the Ghana Energy Transition and Investment Plan, developed with support from Sustainable Energy for All (“SEforALL”).

The Ghana Energy Transition and Investment Plan set a new target to achieve net zero emissions by 2060, through the deployment of low carbon solutions across a range of sectors.¹⁸

The Ghana Energy Transition and Investment Plan is focused on the following six “guiding principles”:¹⁹

• Attracting investments in clean energy infrastructure - according to the Ghana National Energy Transition and Investment Plan, approximately USD 550 billion cumulative capital investment (USD 140 billion more than the “business as usual” scenario modelled in the plan) is needed to adopt these technologies and achieve the 2060 target, with power and transportation accounting for 90% of this capital requirement.²⁰

• Creating new domestic industries in “new growth sectors” including solar photovoltaics (PV), electric vehicles, lithium-ion batteries and clean cookstoves, recognizing that the global market for clean technologies will reach USD 650 billion by 2030.²¹

• Ensuring energy security through self-sufficiency, system stability, and low-risk access to supplies, to free-up a greater share of Ghana’s oil and gas consumption for export, with a targeted reduction in oil and gas consumption by 90% vs. the “business as usual” scenario by 2060.²²

• Generating 400,000 employment opportunities, 80% of which are targeted as being directly stimulated by net zero investments in solar PV, and electric vehicle (EV)-charging/hydrogen-fuelling stations.²³

• Promoting environmental sustainability by achieving net zero by 2060.²⁴

• Minimizing energy costs to the Ghanaian population and energy-dependent domestic sectors.²⁵

The Ghana Energy Transition and Investment Plan identified six main decarbonization technologies that could anchor these objectives, as follows:²⁶

• replacing fossil fuels with renewables (solar, wind, geothermal and potentially nuclear energy) in electrification;

• low-carbon hydrogen by substituting fossil fuels as heat sources with green and blue hydrogen;

• replacing internal combustion engines with electric batteries for vehicles;

• replacing traditional biomass and oil derivatives (LPG and kerosene) with improved biomass and electric cookstoves;

• decarbonizing industrial and/or high temperature heating processes by capturing energy and process-related CO2 streams; and

• implementing technology-driven solutions (including bioenergy with carbon capture storage).

The huge need for private funding identified in this plan therefore presents a significant opportunity for private sector participation in the energy transition.

In the 2024 budget, Ghana’s Minister of Finance noted that Ministry of Finance is setting up a Climate Financing Division of the Ministry aims to improve coordination of financing efforts at the national level.²⁷

f) Carbon removal or reduction wealth

Ghana has been an early mover in climate finance and carbon credit trading activities, using the opportunities presented by the regime established under Article 6 of the Paris Agreement to secure funding to achieve its NDC commitments (which commitments are discussed further below). The Article 6 framework allows countries to transfer greenhouse gas mitigation outcomes to other countries, or to commercial parties based in other countries, in exchange for funding.

Ghana’s activities in this area are coordinated by the Carbon Market Office, a secretariat established under the Climate Change Unit of the Ghanaian Environmental Protection Agency (“EPA”).

In December 2022, the Carbon Market Office published Ghana’s Framework on International Carbon Market and Non-Market Approaches to provide a framework for the implementation of the voluntary cooperation mechanisms under Article 6 (the “Carbon Market Framework”).²⁸ This Carbon Market Framework was developed by the MESTI and the EPA in collaboration with the Ghana country office of the United Nations Development Programme (“UNDP”) and a number of other stakeholders. The framework aims to facilitate 24 MtCO2eq of emission reductions for trade under Article 6.

In February 2024, the Carbon Markets Office published its first Article 6 Progress Report, reporting on Ghana’s Article 6 activities to date.²⁹

This report noted that Ghana is engaged in 5 Government-to-Government (G2G) bilateral “voluntary cooperation” arrangements as envisaged under Article 6 of the Paris Agreement, with Switzerland, Sweden, Singapore, South Korea and Liechtenstein.³⁰

Ghana’s bilateral cooperative agreement with Switzerland was one of the first such agreements to be signed,³¹ in November 2020 and is now being implemented. Negotiations, legal reviews, and cabinet approval of the Swedish agreement concluded in 2023, and that agreement is pending ratification in Parliament. The drafting, negotiation and ratification of agreements with the other jurisdictions is ongoing.

Under the bilateral cooperative agreement with Switzerland, a total of twelve projects are being implemented, of which eight have reached investment decision points and are anticipated to unlock some USD 850 million from direct investment, carbon revenues, and fees by 2030 and create a minimum of 7,000 green jobs.³² Two projects have received authorization already, as described further under “Examples of successful mitigation and adaptation projects in Ghana” below.

Ghana is also the second country in Africa after Mozambique to receive payments from Forest Carbon Partnership Facility (“FCPF”), a World Bank Trust Fund, for Reducing Emissions from Deforestation and Forest Degradation (“REDD+”). Ghana was paid USD 4,862,280 for reducing 972,456 tonnes of carbon emissions for the June - December 2019 monitoring period under the programme. Ghana is further eligible to receive up to USD 50 million for 10 million tonnes of carbon dioxide emissions reduced by the end of 2024.³³

Please see the response under “Examples of successful mitigation and adaptation projects in Ghana” below for further details on these projects and other wealth generating mitigation and adaptation projects in Ghana.

Please see the response under “Current legal framework for developing net zero wealth” for details of the proposal to provide a statutory basis for activities in this area.

_{1. 2024 Budget Statement and Economic Policy of Ghana; p. 60 table 22 and 2024 Mid-Year Fiscal Policy Review; p. 10 paragraph 54.}

_{2. Ghana Annual Household Income Expenditure Survey (AHIES) Quarter 4 2022 Labour Statistics Report; p 15.}

_{3. Ghana Annual Household Income Expenditure Survey (AHIES) Quarter 4 2022 Labour Statistics Report; p 20.}

_{4. Ghana 2021 Population and Housing Census Volume 1 (Preliminary Report) published in September 2021; p 6.}

_{5. Ghana Annual Household Income Expenditure Survey (AHIES) Quarter 4 2022 Labour Statistics Report; p 23.}

_{6. Medium Term Expenditure Framework for 2023-2026 published by the Ministry of Education (Programme Based Budget Estimates for 2023); p 44.}

_{7. Medium Term Expenditure Framework for 2023-2026 published by the Ministry of Education (Programme Based Budget Estimates for 2023); p 58.}

_{8. Medium Term Expenditure Framework for 2023-2026 published by the Ministry of Education (Programme Based Budget Estimates for 2023); p 77.}

_{9. State of the Nation Address by the President of Ghana, Nana Addo Dankwa Akufo-Addo, 27 February 2024.}

_{10. Ministry of Lands and Natural Resources Newsletter, 7 August to 11 August 2023.}

_{11. https://www.gepcghana.com/naturalgas.php.}

_{12. 2023 National Energy Statistical Bulletin; Clause 4.1 p 26.}

_{13. 2024 Budget Statement and Economic Policy of Ghana; p 126 paragraph 697.}

_{14. 2023 National Energy Statistical Bulletin, p 11-12.}

_{15. 2021 Electricity Supply Plan, p 6.}

_{16. 2023 National Energy Statistical Bulletin, Table 3.2.}

_{17. Ghana National Energy Transition Framework.}

_{18. Ghana Energy Transition and Investment Plan.}

_{19. Ghana Energy Transition and Investment Plan p 9.}

_{20. Ghana Energy Transition and Investment Plan; p. 25.}

_{21. Ghana Energy Transition and Investment Plan; p. 5 and p. 12.}

_{22. Ghana Energy Transition and Investment Plan; p. 5 and p. 12.}

_{23. Ghana Energy Transition and Investment Plan; p. 5 and p. 12.}

_{24. Ghana Energy Transition and Investment Plan; p. 5 and p. 12.}

_{25. Ghana Energy Transition and Investment Plan; p. 5 and p. 12.}

_{26. Ghana Energy Transition and Investment Plan; p. 5 and p. 12.}

_{27. 2024 Budget Statement and Economic Policy of Ghana; p. 96 paragraph 481.}

_{28. Ghana’s Framework on International Carbon Market and Non-Market Approaches, Carbon Market Office, December 2022.}

_{29. Article 6 Annual Progress Report, 2023, Carbon Market Office.}

_{30. Article 6 Annual Progress Report, 2023, Carbon Market Office, p. 4.}

_{31. UNDP Press Release, “Switzerland and Ghana sign historic agreement for Climate Action”, 23 November 2020.}

_{32. Article 6 Annual Progress Report, 2023, Carbon Market Office, p 4.}

_{33. World Bank Press Release, “Ghana Begins Receiving Payments For Reducing Carbon Emissions In Forest Landscapes”, 24 January 2023 and 2024 Budget Statement and Economic Policy of Ghana; p 97 paragraph 481.}

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a) Undertaking, including key dates and caveats

b) Use of net zero wealth for own target

c) Existing collaboration among countries and opportunities for future collaboration

d) Residual for the rest of the world

1. Ghana issued its first NDCs in September 2015, committing to lowering its greenhouse gas emissions by at least 15% by 2030.³⁴

In accordance with the Paris Agreement, Ghana updated its NDCs in September 2021. The updated NDCs retain the same commitment to lower greenhouse gas emissions by at least 15% by 2023 and set-out 47 Programmes of Action to do so, grouped under 19 “policy actions” in 10 priority areas.³⁵ The updated NDCs focus on economic diversification, emergency preparedness, and job creation, all the while still aiming to achieve a 64 MtCO2e reduction in emissions by 2030.

The absolute quantified emission reduction of 64 MtCO2e by 2030 translates into 7.1 MtCO2e

per year over the implementation period. Of the 64 MtCO2e NDC mitigation commitment,

24.6 MtCO2e constitutes the unconditional target (an average of 2.7 MtCO2e per year over the implementation period) and 39.4 MtCO2e conditional target (an average of 4.4 MtCO2e).

2. As discussed above, to support the achievement of Ghana’s NDC targets, the Government has published the National Energy Transition Framework, which provided for a target of net zero emissions by 2070, and the Ghana Energy Transition and Investment Plan, which set a revised target of net zero emissions by 2060.³⁶

The Ghana Energy Transition and Investment Plan states that to achieve this target, approximately USD 550 billion cumulative capital investment (USD 140 billion more than the “business as usual” scenario modelled in the plan) is needed.³⁷ The plan notes that capital markets could provide the largest funding pool, but tapping these sources will require de-risking interventions by the Government and multi-national institutions.

3. Please see above for a discussion of Ghana’s activities under the “voluntary cooperation” regime established under Article 6.2 of the Paris Agreement.

Ghana has also been a leading voice and advocate for collaboration amongst African countries to combat the threat of climate change and an active participant in forums such as the African Union and its Committee of African Heads of State and Government on Climate Change (“CAHOSCC”).

In 2022, the African Union published the African Union Climate Change and Resilient Development Strategy and Action Plan, a comprehensive strategy to address climate change across the continent.³⁸ The strategy, although non-binding, sets-out a framework for action by both AU member states and other UNFCCC parties. Some of the interventions proposed in the AU action plan, such as building climate resilience and a just transition with a focus on women, girls and young people, have been incorporated into Ghana’s National Energy Transition Framework.

In September 2023, at the inaugural Africa Climate Summit in Nairobi, chaired by President Ruto of Kenya as Chair of CAHOSCC, the African Heads of State and Government adopted the Nairobi Declaration on Climate Change and Call to Action. This Declaration recognized that Africa is not historically responsible for global warming, but bears the brunt of its effects and expressed concerns that many African countries face disproportionate burdens and risks arising from climate change-related unpredictable weather events and patterns. The Declaration called upon the global community to act with urgency in reducing emissions, fulfilling its obligations and honouring past promises, including honouring the commitment to provide $100 billion in annual climate finance, as promised in 2009 at COP15 in Denmark; upholding commitments to a fair and accelerated process of phasing down unabated coal power and phase out of inefficient fossil fuel subsidies while providing targeted support to the poorest and most vulnerable and recognizing the need for support towards a just transition; and operationalizing loss & damage fund agreed at COP27 (amongst other things).

Ghana echoed these concerns at COP 28 in Dubai, as the chair of the Vulnerable Twenty (V20) Group of Finance Ministers of the Climate Vulnerable Forum,³⁹ calling on world leaders to develop a fit-for-climate financial scheme to address climate issues. Ghana is hosting the CVF secretariat, and the Government has announced that it is looking to use this opportunity to shape the climate discourse and secure resources for a just energy transition.

In addition, Ghana has acted as co-chair of the Forest & Climate Leaders’ Partnership (“FCLP”). This partnership has 33 countries plus the European Union participating and is Co-chaired by the United States Special Presidential Envoy on Climate, SPEC John Kerry, and Ghana’s Minister for Lands and Natural Resources, Samuel Jinapor. It serves as a functional vehicle, designed to provide high-level political support to advance forests, nature and climate solutions. At COP28, the FCLP organizing a technical knowledge sharing event on “Strengthening Inclusivity in REDD+ Programs”, featuring experiences from the Ghana Cocoa Forest REDD+ program discussed below.

_{34. Ghana’s Intended Nationally Determined Contribution (INDC) and Accompanying Explanatory Note (September 2015).}

_{35. Updated Nationally Determined Contribution under the Paris Agreement (2020 - 2030).}

_{36. Ghana Energy Transition & Investment Plan, September 2023, Context & Objectives.}

_{37. Ghana Energy Transition and Investment Plan; p 25.}

_{38. African Union Climate Change and Resilient Development Strategy and Action Plan (2022-2032).}

_{39. About, Climate Vulnerable Forum https://thecvf.org/about/.}

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As noted above, Ghana signed a bilateral voluntary cooperation agreement with Switzerland under Article 6 of the Paris Agreement to establish the framework for the transfer of internationally transferred mitigation outcomes from Ghana to Switzerland.⁴⁰ Under this agreement, a total of twelve projects are being implemented, of which eight have reached investment decision points and are anticipated to unlock some USD 850 million from direct investment, carbon revenues, and fees by 2030 and create a minimum of 7,000 green jobs.⁴¹ Two projects have received authorization already:

• First, a project for the promotion of climate-smart agriculture practices for sustainable rice cultivation in Ghana, which was authorized at a side event at COP27 in 2022.⁴² This project, promotes the adoption of the “alternate wetting and drying” (AWD) technique for rice cultivation. Under common agricultural practice in Ghana, rice farmers flood their rice fields throughout the cropping season. This practice leads to significant methane emissions. Through the AWD application, rice farmers can reduce these methane emissions while improving water use efficiency. Farmers are compensated financially for adopting the AWD practice and other sustainable rice intensification practices and receive targeted technical training.

• Second, a project to improve municipal waste management and achieve a reduction of over 1.5 million tonnes of carbon emissions (tco2e) by 2030 by promoting sustainable composting for methane reduction in Ghana.⁴³

In addition, as also noted above, Ghana has also been one of the first countries to receive payment under from the FCPF under the World Bank’s REDD+ Trust Fund. Ghana signed an Emission Reductions Payment Agreement with the FCPF in June 2019 and has now received USD 4.8 million for reducing 972,456 tonnes of carbon emissions through the Ghana Cocoa Forest REDD+ Programme. This programme is intended to significantly reduce emissions from deforestation and slash and burn land clearing by allowing Ghanaian cocoa farmers to use climate-smart cocoa production techniques on existing land.⁴⁴

More recently, Ghana signed a new USD 50 million Emission Reductions Payment Agreement (“ERPA”) with Emergent Forest Finance Accelerator Incorporated, a US-based non-profit organization that serves as the convenor and coordinator of the Lowering Emissions by Accelerating Forest Finance (LEAF) Coalition. In May 2024, Ghana signed another ERPA with Tullow Oil, the operator of the Jubilee and TEN oilfields. The programme is expected to deliver up to 1 million tonnes per annum of certified carbon offsets from approximately 2 million hectares of land across the Bono and Bono East regions of Ghana.⁴⁵

Other examples of successful mitigation and adaptation projects in Ghana include the following:

• The Ghana Forest Plantation Strategy (GFPS) 2016–2040: The programme commenced in 2017 as a public-private joint initiative with the aim of rehabilitating and restoring deforested and degraded forest landscapes.⁴⁶ A total area of 705,541.2 hectares of planted forest has been established under the GFPS from 2017 to 2022.⁴⁷ The GFPS was preceded by the Ghana Forest Plantation Programme launched in 2002 and identifies the challenges to these past efforts and consequently outlines the strategic direction, actions and resources required to promote the development of sustainable planted forests.⁴⁸

• The Energy Efficient Refrigerating Appliance Project: The project involved enforcing the prohibition on importing of used refrigerating appliances to Ghana which ultimately reduced the yearly average energy consumption of refrigerators from 1200 GWh to 385GWh. In 2019, the project was reported to have saved 400GWH of energy annually.⁴⁹

• The Ghana Shea Landscape Emission Reduction Project: This project was established in partnership with the Green Climate Fund at an estimated cost of US$54.5 million. The objective of the project is to increase carbon stocks by restoring 100,000ha of degraded shea parklands and restoring 200,000ha of savanna forest and woodlands among others.⁵⁰

For a more detailed list of mitigation and adaptation projects in Ghana, please see Table 4 in the Carbon Markets Framework, which also notes the use cases for Internationally Transferable Mitigation Outcomes generated by such projects.⁵¹

_{40. Cooperation Agreement Between Swiss Confederation and the Republic of Ghana Towards Implementation Of The Paris Agreement, November 2020.}

_{41. Article 6 Annual Progress Report, 2023, Carbon Market Office, p 4.}

_{42. UNDP Press Release, “Ghana authorizes transfer of mitigation outcomes to Switzerland”, 12 November 2022.}

_{43. UNDP Press Release, “Ghana authorizes second project to transfer mitigation outcomes to Switzerland”, 3 December 2023.}

_{44. World Bank Press Release, “Ghana Begins Receiving Payments For Reducing Carbon Emissions In Forest Landscapes”, 24 January 2023 and 2024 Budget Statement and Economic Policy of Ghana; p 97 paragraph 481.}

_{45. Tullow Oil Press Release, “Tullow takes next step on Net Zero pathway with nature-based solutions in Ghana”, 24 May 2024.}

_{46. Ghana Forest Plantation Strategy Annual Report 2022, p. 1.}

_{47. Ghana Forest Plantation Strategy Annual Report 2022, p. 1.}

_{48. Ghana Forest Plantation Strategy (GFPS) 2016–2040, p. vii.}

_{49. Ghana Business News, “Ghana’s climate mitigation project saves 400GWH energy annually” , 9 November 2021.}

_{50. 2024 Budget Statement and Economic Policy of Ghana; p. 96 paragraph 481.}

_{51. Ghana’s Framework on International Carbon Market and Non-Market Approaches, Carbon Market Office, December 2022, Table 4 – “Illustrations of real-life examples of mitigation activity types and use cases in Ghana”.}

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Ghana is a common law jurisdiction.

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a) Legal framework

Ghana’s Constitution⁵² is the supreme law of the country. Other sources of law include parliamentary enactments, subsidiary legislation, common law (including the doctrine of equity) and customary law.⁵³

b) Structure of the judiciary

Ghana’s judiciary is composed of the superior courts, i.e. the Supreme Court, the Court of Appeal, the High Court, and Regional Tribunals established by the Constitution and lower courts and tribunals created by parliamentary enactments.⁵⁴ These lower courts include the Circuit, District and Juvenile Courts, and the Houses of Chiefs and Traditional Councils.⁵⁵

The Supreme Court is the highest and final appellate court in Ghana, whose decisions on questions of law are binding on all other courts.⁵⁶ It has supervisory jurisdiction over all courts and adjudicating bodies and may issue orders and directions to enforce its supervisory power.⁵⁷ It also has exclusive original jurisdiction over the interpretation and enforcement of the Constitution, as well as the review of legislative and executive actions.⁵⁸

The Court of Appeal has jurisdiction to hear and determine appeals from all judgments and orders of the superior courts apart from the Supreme Court and civil appeals from judgments and orders of the Circuit Courts.⁵⁹ The decisions of the Court of Appeal are binding on itself and all courts lower than the Court of Appeal.

The High Court has original jurisdiction in all civil and criminal matters, except those matters reserved for the exclusive jurisdiction of the Supreme Court and appellate jurisdiction in all judgments of the district and juvenile courts and criminal judgments of the circuit court.⁶⁰ The High Court also has supervisory jurisdiction over all lower courts and adjudicating bodies.⁶¹ Regional tribunals are now largely defunct; however, they have concurrent original jurisdiction with the High Court in all criminal matters.⁶²

The circuit and district courts exercise jurisdiction in civil claims with values of up to GHS 2 million and GHS 500,000 respectively.⁶³ The circuit courts exercise criminal jurisdiction in relation to summary offences generally, while the district courts have criminal jurisdiction in summary offences punishable by a fine of up to GHS6,000 or a prison term of two years or both.⁶⁴

c) Jurisdiction of national courts and tribunals to hear and determine judicial review applications regarding Environmental Protection, standard of review applicable, time frame, and available remedies in judicial review applications.

The High Court has supervisory jurisdiction over all lower courts and any lower adjudicating authority including matters regarding environmental protection and may, in the exercise of this jurisdiction, issue prerogative writs for the purpose of enforcing or securing the enforcement of its supervisory powers.⁶⁵

An application for judicial review must be made within six months of the occurrence of the event giving grounds for making the application and the courts shall consider the substance of the matter, the nature of persons against whom a relief may be granted and whether in the circumstances of the particular case it would be just and convenient to grant the reliefs sought.

The High Court may make orders to review the decisions of the lower court or tribunal, to compel a person to perform a statutory duty, to prevent a person, court or tribunal from interfering with the matter until determined by the High Court, to command the doing or prevention of an action, make declarations or issue orders for the payment of damages where appropriate.⁶⁶

_{52. Constitution of the Republic of Ghana, 1992 as amended by the Constitution of the Republic of Ghana (Amendment) Act, 1996 (Act 527) (“the Constitution”).}

_{53. Article 1(2) and 11 of the Constitution.}

_{54. Article 126(1) of the Constitution.}

_{55. Section 39 of the Courts Act, 1993 (Act 459).}

_{56. Article 129(1) and (3) of the Constitution.}

_{57. Article 132 of the Constitution.}

_{58. Article 130 and 2(1) of the Constitution.}

_{59. Article 137 of the Constitution and section 44(1) of the Courts Act, 1993 (Act 459).}

_{60. Article 140 of the Constitution and section 44(2) of the Courts Act, 1993 (Act 459).}

_{61. Article 141 of the Constitution.}

_{62. Article 143 of the Constitution.}

_{63. Sections 42 and 47 of the Courts Act, 1993 (Act 459) as amended by sections 2 and 3 of the Courts Regulations 2020 (L.I. 2429).}

_{64. Sections 43 and 48 of the Courts Act, 1993 (Act 459).}

_{65. Article 141 of the Constitution and Section 16 of the Courts Act, 1993 (Act 459).}

_{66. Order 55 of the High Court (Civil Procedure) Rules, 2004 (C.I. 47).}

‍

a) Constitution

b) Climate law framework

1. Environmental laws;

2. Air quality-focused laws;

3. Climate change-specific law(s);

4. Energy laws that consider climate change issues, including renewable energy; and

5. Licencing, authorisations and permitting requirements.

Ghana does not yet have a specific legal framework for developing net zero wealth, but the Ghanaian constitution does include provisions relating to the environment and Ghana does have a number of regulatory instruments that are relevant for developing net zero wealth.

1. Under Article 36(1), the Constitution provides that: “The State shall take all necessary action to ensure that the national economy is managed in such a manner as to maximize the rate of economic development and to secure the maximum welfare, freedom and happiness of every person in Ghana, and to provide adequate means of livelihood and suitable employment and public assistance to the needy.”

Article 36(9) of the Constitution provides that: “The State shall take appropriate measures needed to protect and safeguard the national environment for posterity; and shall seek cooperation with other states and bodies for purposes of protecting the wider international environment for mankind” and Article 41(k) imposes an obligation on every citizen to “protect and safeguard the environment”.

2.

a. The environmental laws in Ghana currently do not yet expressly establish a legal framework for developing net zero wealth.

However, Ghana does have environmental legislation in place, most importantly the Environmental Protection Agency Act, 1994 (Act 490) (the “EPA Act”), which established the EPA, which is the regulator responsible for enforcing environmental laws and regulations. The Environmental Protection Agency Act, 1994 (Act 490), empowers EPA to regulate activities impacting the environment through environmental impact assessments, issuance of permits and the management of the National Environment Fund.

Please see further details on the EPA and the Environmental Protection Agency Act, 1994 (Act 490) under “Laws which regulate the management and protection of Ghana's natural resources” below.

In addition, the Ghanaian Parliament is currently considering a proposed bill to amend the EPA Act, the Environmental Protection Bill, 2023 (the “EPA Bill”).

Amongst other things, the EPA Bill introduces a new set of provisions specifically relating to climate change,⁶⁷ mandates the EPA to collaborate with all relevant stakeholders to formulate climate change response,⁶⁸ and empowers the EPA to identify and promote climate technologies, green practices and capacity building.⁶⁹

The EPA Bill confirms that the EPA will serve as the designated national authority for international carbon market and non-market approaches, voluntary carbon market and domestic carbon pricing instruments and provides a statutory backing to the Carbon Market Office. As noted above, the Carbon Market Office has been established as a secretariat under the Climate Change Unit of the EPA and in December 2022, the Carbon Market Office published Ghana’s Framework on International Carbon Market and Non-Market Approaches, to provide a framework for the implementation of the voluntary cooperation mechanisms under Article 6.⁷⁰ This framework is discussed in more detail under “Carbon Management/Mitigation law(s) in Ghana” below.

The EPA Bill also establishes the Ghana Carbon Registry⁷¹, a database for recording carbon market project activities at both national and international levels.  This registry also monitors the transfer and usage of internationally transferred mitigation outcomes, ensuring transparency in carbon credit transactions.

Please see further details of some of the key changes proposed by the EPA Bill in the response under “Existing challenges and any potential near-term changes to the current legal framework in Ghana.“ below.

b. There are no specific air quality-focused laws in Ghana.

However, control over air quality and air pollution falls within the remit of the EPA under the EPA Act. The EPA Act gives the EPA the authority to prescribe standards and guidelines relating to the pollution of air, water, land and any other forms of environmental pollution.⁷²

In 2019, the head of the Environmental Quality Department at the EPA announced that the EPA had published air quality standards.⁷³ The EPA has published the Environmental Quality Guidelines for Ambient Air (EPA), which provide advice on maximum permissible levels of a variety of air pollutants, which would be taken into account in any Environmental Impact Assessment, as described under “Laws which regulate the management and protection of Ghana's natural resources” below.

The EPA Act also requires the EPA to co-operate with district assemblies and municipal authorities and other bodies to control pollution⁷⁴ and some local authorities have published more detailed policies and guidance on air-quality issues. For example, in 2018, the EPA cooperated with the Accra Metropolitan Assembly on the publication of The Greater Accra Metropolitan Areas Air Quality Management Plan, which sets out a series of measures the EPA is taking to reduce emissions from vehicles, electric generating units, industrial and other anthropogenic sources, with the ultimate goal of reducing the concentration of hazardous particulate matter and other air pollutants in the Greater Accra region.

c. There are no climate change-specific laws in Ghana.

Please see our other responses for a discussion of climate change related policies and procedures in Ghana, including:

• the National Energy Transition Framework, discussed above;

• the Ghana National Energy Transition and Investment Plan, discussed above;

• the National Climate Change Policy, discussed below; and

• the National Climate Change Master Plan, discussed below.

Additionally, Ghana has ratified certain international agreements which constitute climate change commitments, including most importantly, the United Nations Framework Convention on Climate Change and the Paris Agreement thereunder.

d. The Renewable Energy Act, 2011 (Act 832) (as amended, the “Renewable Energy Act”) establishes a comprehensive framework for licensing and regulation of commercial renewable energy activities related to the production, transportation, storage, distribution, and sale of renewable electricity.

The Renewable Energy Act was amended in 2020 by the Renewable Energy (Amendment) Act, 2020 (Act 1045) to establish a competitive procurement scheme and a net-metering scheme in respect of electricity generated from a renewable energy source⁷⁵ and other related matters.

In addition, under the amended Renewable Energy Act, energy companies producing or supplying energy from fossil fuels or those contributing to GHG emissions are required to invest in non-utility scale renewable energy to offset their GHG emissions and mitigate climate change.⁷⁶

Further, the Renewable Energy Act creates the Renewable Energy Fund⁷⁷, with the object of providing financial resources for the promotion, development, sustainable management and utilisation of renewable energy sources.⁷⁸

e. Ghana does not have a specific licencing, authorisation and permitting regime for developing net zero wealth.

However, there are various sector specific licensing, authorization and permitting requirements, that may be relevant for net zero wealth creation activities.

For example:

• the Energy Commission is responsible for regulating commercial renewable energy activities and enforcing the Renewable Energy Act discussed above. The Energy Commission has published several guidelines and codes for the renewable energy industry, including, amongst others:

– the Renewable Energy Sub-Code for NITS-connected Variable Renewable Energy Power Plants in Ghana;

– the Renewable Energy Sub-Code for Distribution Network-connected Variable Renewable Energy Power Plants in Ghana; and

– the Net Metering Code for Connecting Renewable Energy Generating Systems to the Distribution Network in Ghana; and

• the Minerals Commission is responsible for regulating the mining industry and enforcing the Minerals and Mining Act, 2006 (Act 703) and the regulations passed thereunder. In this role, the Minerals Commission will also be responsible, alongside the Ministry of Land and Natural Resources for implementing the Green Minerals Policy discussed above.

In addition, general Ghanaian licensing, authorization and permitting requirements would be relevant for net zero wealth creation activities. For example, the EPA licensing regime discussed under “Laws which regulate the management and protection of Ghana's natural resources” below.

_{67. Part Five (Climate Change) of the Environmental Protection Bill, 2023.}

_{68. Section 144 of the Environmental Protection Bill, 2023.}

_{69. Section 147 of the Environmental Protection Bill, 2023.}

_{70. Ghana’s Framework on International Carbon Market and Non-Market Approaches, Carbon Market Office, December 2022.}

_{71. Section 150 of the Environmental Protection Bill, 2023.}

_{72. Section 2(h) of the Environmental Protection Act (Act 490 of 1994).}

_{73. Ghana now has air quality standards, Ghanaweb <https://www.ghanaweb.com/GhanaHomePage/NewsArchive/Ghana-now-has-air-quality-standards-EPA-887929>.}

_{74. Section 2(i) of the Environmental Protection Act (Act 490 of 1994).}

_{75. Sections 25(1) and 30(A) of the Renewable Energy Act, 2011 (Act 832) (as amended by Act 1045).}

_{76. Section 26(3) of the Renewable Energy Act, 2011 (Act 832) (as amended by Act 1045).}

_{77. Section 31 of the Renewable Energy Act, 2011 (Act 832) (as amended by Act 1045).}

_{78. Section 32(1) of the Renewable Energy Act, 2011 (Act 832) (as amended by Act 1045).}

‍

Ghana does not yet have specific laws on carbon management and mitigation strategies such as carbon sequestration or engagement with the carbon markets.

Instead, as noted above, the Carbon Market Office has published the Carbon Market Framework.⁷⁹ Amongst other things, the Carbon Market Framework:

• sets-out the legal basis of the framework, which is drawn from the constitutional obligation on the State under Article 36(9) of the Constitution to take appropriate measures to protect and safeguard the national environment, referred to above, and the authority granted to the EPA by the EPA Act to prescribe standards and guidelines relating to all aspects of the environment;

• defines the key principals and components of Ghana’s Article 6.2 cooperative approach;

• provides detailed technical information for implementing Article 6.2 activities, including:

– an overview of mitigation activity development;

– the authorization process;

– the process for issuance of mitigation outcomes and the transfer of Internationally Transferable Mitigation Outcomes;

– corresponding adjustment and reporting requirements;

– institutional arrangements to support these activities, coordinated by MESTI and led on a day-to-day basis by the Carbon Markets Office, as the Designated National Authority;

– fees payable in connection with these activities; and

– targets for mitigation and adaptation activities;

• provides samples of tables, letters, notification messages, invoices, and request forms in relation to Article 6.2 activities;

• summarises the administrative processes for Ghana’s participation in the Article 6.4 mechanism administered by UNFCCC; and

• provides for the establishment of the Ghana Carbon Registry system, which is the registry for tracking Internationally Transferable Mitigation Outcomes required to be established under Chapter VI. A of the Annex to Decision 2/CMA.3.

The Carbon Market Framework draws on the World Bank Article 6 approach series papers in many of these areas.

However, as noted above, the Ghanaian Parliament is currently considering the EPA Bill, which does include carbon management and mitigation specific provisions.  Please see details of some of the key changes proposed by the EPA Bill in the response under “Existing challenges and any potential near-term changes to the current legal framework in Ghana.“ below.

In addition, Ghana has implemented some taxes and levies that are intended to reduce carbon emissions:

• Under the Energy Sector Levies (Amendment) Act, 2021 (Act 1064), the Ghana Revenue Authority is mandated to collect an amount of ten Ghana pesewas (Ghp 10) per litre on Petrol and Diesel as sanitation and pollution levy. The aims for collecting sanitation and pollution levies include the following: (a) improve the air quality in urban areas and combat pollution; (b) design, construct, and re-engineer solid and liquid waste treatment and disposal facilities including compost production facilities, recycling facilities, landfill sites, and other specialized waste treatment facilities; (c) construct sanitation facilities to accelerate the elimination of open defecation; (d) support disinfestation, disinfection and fumigation of public spaces, schools, lorry parks, health centers and markets; and (e) provide dedicated support for the maintenance and management of major landfill sites and other waste treatment plants and facilities across the country.⁸⁰

• The Emissions Levy Act, 2023 (Act 1112) imposes an Emissions Levy on specified sectors and motor vehicles. The levy is the sum of GHG emissions by a person expressed as the carbon dioxide equivalent of those GHG emissions resulting from fuel combustion, industrial processes and fugitive emissions. Sectors such as the construction, manufacturing, mining, oil and gas as well as electricity and heating sectors are required to pay a levy of GHS 100 per tonne of emissions per month. Motorcycles, tricycles, motor vehicles, buses and coaches of up to 3000 cc or more, cargo trucks and articulated trucks with internal combustion engines are also required to pay levies ranging from GHS 75 to GHS 300 per annum.

_{79. Ghana’s Framework on International Carbon Market and Non-Market Approaches, Carbon Market Office, December 2022.}

_{80. “First Schedule to Act 899 amended” Section 4 of the Energy Sector Levies (Amendment) Act, 2021 (Act 1064).}

‍

Ghana does not have specific laws related to climate mitigation and adaptation measures.

However, Ghana has put in place a number of national-level policies that are relevant in this area, including the following:

• National Climate Change Policy (2013) (NCCP): The NCCP is the overarching policy that governs climate change in Ghana. The vision outlined in the NCCP is to “ensure a climate resilient and compatible economy while achieving sustainable development through equitable low-carbon economic growth for Ghana.” The NCCP provides a policy response to climate change in three phases; (a) the broad policy vision and objectives (b) the development of an action programme for implementation and (c) development of actions and programmes identified into annual workplans of implementing units.⁸¹

• National Climate Change Master Plan (2015): The National Climate Change Master Plan (NCCMP) focuses on the ten (10) policy areas of the NCCP and translates the NCCP into implementable actions and programmes that can be undertaken in the different sectors of the economy. ⁸²

• National Action Plan to Mitigate Short-lived Climate Pollutants (2018): Ghana developed a National Action Plan to Mitigate Short-lived Climate Pollutants intended to combat the emissions of short-lived climate pollutants and lead to substantial rapid health, agriculture and climate benefits. The action plan sets out measures that build on existing national efforts to better local air quality and reduce GHG emissions. ⁸³

• Updated Nationally Determined Contribution under the Paris Agreement (2020 – 2030): Ghana’s Updated NDC 2021 highlights Ghana’s policy goal of energy efficiency and increasing reliance on energy produced from renewable sources. Ghana committed to scaling up renewable energy penetration by ten percent (10%) by 2030. ⁸⁴

• National Energy Transition Framework (2022): As discussed above, in the Framework, a set of long-term policy recommendations are presented to help Ghana achieve its NDC commitment by decarbonizing the energy sector and reaching net-zero emissions by 2070, while ensuring socioeconomic growth and the use of Ghana’s natural resources. ⁸⁵

• Ghana Energy Transition and Investment Plan (2023): As noted above, in September 2023, the President of Ghana launched the Ghana Energy Transition and Investment Plan which details a pathway for the achievement of net-zero energy-related carbon emissions by 2060 instead of 2070 as earlier announced in the National Energy Transition Framework. This, the government seeks to achieve by deploying low-carbon solutions across various sectors of the economy. As noted earlier, the plan highlights a USD 550 billion opportunity for investors to invest in Ghana’s sustainable development. This could generate 400,000 net jobs within Ghana’s economy. The four main decarbonization technologies highlighted in the plan include renewables, low-carbon hydrogen, battery electric vehicles and clean cookstoves. ⁸⁶

In addition, the new EPA Bill includes provisions relating to climate mitigation and adaption. Please see details of some of the key changes proposed by the EPA Bill in the response under “Existing challenges and any potential near-term changes to the current legal framework in Ghana.“ below.

_{81. national-climate-change-policy-ext-en.pdf (clientearth.org) .p. ix.}

_{82. Ghana National Climate Change Policy Action Programme for Implementation: 2015–2020 – weADAPT.}

_{83. 2018_National-Action-Plan-to-Mitigate-SLCPs_Ghana.pdf (ccacoalition.org). p. iv.}

_{84. Updated Nationally Determined Contribution under the Paris Agreement (2020 - 2030) (unfccc.int).}

_{85. Ghana National Energy Transition (ndowuona.com).}

_{86. Ghana Energy Transition and Investment Plan | Sustainable Energy for All (seforall.org).}

_‍

Merger Control

Ghana does not yet have a general merger control regime, although there are sector-specific requirements. These include, in the sectors most relevant from a climate change perspective:

• In the upstream petroleum sector, a contractor may not directly or indirectly transfer a share of its incorporated company without the written approval of the Minister for Energy and the Petroleum Commission, if the effect of the transfer would be to give the transferee control of the company or enable the transferee to take over the interest of a shareholder who owns five percent (5%) or more of the shares of the company. The transferor must give written notice, describing the expected effects of the transfer of ownership on the technical and financial capabilities of the company, and the transfer must be refused in the transfer will result in a contractor no longer satisfying the criteria of being a contractor as set by law.   A contractor also needs the written approval of the Minister for Energy and the Petroleum Commission to directly or indirectly assign any part of its interest under a petroleum agreement. ⁸⁸

• In the downstream petroleum sector, licences to engage in a business or commercial activity in the downstream petroleum industry are also not transferable without the approval of the Board of the National Petroleum Authority. ⁸⁹

• Licences to engage in a business or commercial activity for the transmission, wholesale supply, distribution or sale of electricity of natural gas are not transferable without the approval of the Board of the Energy Commission. ⁹⁰

• In the mining industry, the Minister for Lands and Natural Resources must give approval for any person to become a controller of a mining company.⁹¹ A controller is defined as a person who, either alone or with associates, is entitled to exercise or control the exercise of more than 20% of the voting power at a general meeting of the company or any other parent company.⁹² A mineral right may not be transferred, assigned, mortgaged or otherwise encumbered or dealt in without the written approval of the Minister for Lands and Natural Resources.⁹³ Licences for small scale mining may only be transferred to Ghanaian citizens.⁹⁴

Joint Ventures

Joint ventures with foreign participation are regulated both through Ghana’s general foreign investment legislation and, in some sectors, sector-specific laws, which often impose local content requirements.

• All enterprises with foreign involvement must register with the Ghana Investment Promotion Centre (the “GIPC”) and satisfy certain minimum capital requirements.⁹⁵ The minimum capital requirement is USD 200,000 where there is a Ghanaian shareholder with at least ten percent (10%) equity. The minimum capital requirement is USD 500,000 where the enterprise is wholly foreign owned.⁹⁶ The minimum capital requirement for foreign citizens engaging in a trading enterprise – one whose principal activity is the purchase and sale of goods, imported or not, and provision of services – is USD 1 million, and such trading enterprises must employ at least 20 skilled Ghanaians.⁹⁷

The minimum capital requirements may be satisfied in cash and/or capital goods relevant to the investment. The minimum capital requirements do not apply to investments in companies listed on the Ghana Stock Exchange or to enterprises set up solely for export trading and manufacturing.⁹⁸

• Certain business operations are reserved exclusively for Ghanaian citizens or wholly Ghanaian enterprises.⁹⁹ In the mining industry for example, supply of fuel must be provided only by a Ghanaian citizen and technological and engineering services must generally be provided by companies owned by Ghanaian citizens, with limited exceptions.¹⁰⁰

• There are extensive local content and participation regulations for the mining, oil and gas, and energy sectors, which in part set limits on the shareholding structure of joint ventures operating in those sectors.

The local content regulations applicable to the oil and gas sector, for example, require that an indigenous Ghanaian company must have at least five percent (5%) equity participation to enter into a petroleum agreement or petroleum license.¹⁰¹ An indigenous Ghanaian company is itself defined as one with at least 51% of its equity owned by a Ghanaian citizen and having Ghanaian citizens holding at least 80% of executive and senior management positions and 100% of non-managerial and other positions.

• The Petroleum Commission has further published Guidelines for the Formation of Joint Venture Companies in the Upstream Petroleum Industry of Ghana, intended to guide upstream petroleum industry players on the formation and structuring of joint venture companies in compliance with applicable local content and participation requirements. Notably, a joint venture company is the only means through which a non-indigenous company can operate in the upstream petroleum industry.¹⁰² The indigenous Ghanaian company must be actively involved in the management and operations of the joint venture company.¹⁰³

Finance Regulation

Environmental, Social and Governance (“ESG”) principles are an increasingly important part of Ghana’s financial legal regime.

Banking

In relation to the banking sector, in 2019, the Bank of Ghana published the Ghana Sustainable Banking Principles.¹⁰⁴ These comprise seven principles to guide banks in incorporating environmental considerations, social inclusion and good governance as they lend. Notably, the principles recognize that the Paris Agreement, the inherent environmental and social risks in banking business, the reality of global warming and climate change coupled with the rising civil society actions as well as pressure from Development Financial Institutions (DFIs), have necessitated the need for banks to transition to green economy and the pursuit of long-term sustainability. While the Ghana Sustainable Banking Principles touch on all aspects of ESG, some are particularly relevant from a climate change perspective:

• Principle 1: Requires banks to identify measure, mitigate and monitor environmental and social risks in their business activities and identify environmental and social opportunities in their business activities.

• Principle 3: Requires banks to promote good environmental, social and governance practices in their internal business operations.¹⁰⁵

• Principle 6: Requires banks to promote resource efficiency and sustainable consumption and production.¹⁰⁶

The principles are supported by sector guidance notes, which are intended to provide banks with practical guidance on their application in five key sectors of the economy: Agriculture and Forestry; Construction and Real Estate; Manufacturing; Oil and Gas and Mining; and Power and Energy.

In addition, the Bank of Ghana has published a Monitoring, Guidance and Reporting Template to be completed by banks to monitor the levels of implementation of the principles and sector guidance notes.

Capital Markets

In relation to the capital markets, the Ghanaian Securities and Exchange Commission (“SEC”) has implemented a number of policies to facilitate ESG focused investment, including environment and climate change focused initiatives. For example:

• SEC Capital Markets Master Plan 2020 ‒ 29. The SEC’s most recent Capital Markets Master Plan, developed with the Ministry of Finance with support from the UK’s Foreign, Commonwealth and Development Office, the World Bank and other stakeholders and published in 2020, is explicitly focused on growing the industry on a sustainable basis.¹⁰⁷ To do so, the Capital Markets Master Plan identifies four strategic pillars, including improving the diversity of investment products, and calls on regulators to prepare a path for the creation of green bonds and social bonds, which will help to deliver some of the Ghana’s sustainable development goals.

• Green Bonds. This year, the SEC issued the Securities Industry (Green Bond) Guidelines, 2024, which are intended to facilitate the growth of the green bond market and, importantly, ensure the credibility of securities used to finance climate and environmental projects and prevent greenwashing. The draft guidelines set-out various disclosure and reporting obligations for green bond issuers, from use and management of proceeds to project identification, evaluation and selection. For example, issuers of green bonds must provide an independent external review of the green nature of eligible projects before the bonds are issued and compliance with the obligations to which the bond issuance is subject.¹⁰⁸

• Sustainability Bonds. In April 2022, the Ghana Stock Exchange (“GSE”) updated the Ghana Fixed Income Market (GFIM) Listing Rules were updated to incorporate criteria and guidelines for issuing sustainability bonds.¹⁰⁹ Sustainability bonds is an umbrella term adopted by GSE to refer to bonds encompass various categories, including social bonds, gender bonds, green bonds, sustainability bonds, sustainability-linked bonds, and other sustainability-themed bonds. A key overriding principle in the updated listing rules is that proceeds from these bonds should be used to fund specific sustainability related projects or achieve specific sustainability related objectives.

_{88. Section 16 of the Petroleum (Exploration and Production) Act, 2016 (Act 919).}

_{89. Section 17 of the National Petroleum Authority Act, 2005 (Act 691).}

_{90. Section 16 of the Energy Commission Act, 1997 (Act 541).}

_{91. Section 52(1) of the Minerals and Mining Act, 2006 (Act 703).}

_{92. Section 111 of the Minerals and Mining Act, 2006 (Act 703).}

_{93. Section 14(1) of the Minerals and Mining Act, 2006 (Act 703).}

_{94. Section 88 of the Minerals and Mining Act, 2006 (Act 703).}

_{95. Sections 24(1) and 28 of the Ghana Investment Promotion Centre Act, 2013 (Act 865).}

_{96. Section 28(1) of the Ghana Investment Promotion Centre Act, 2013 (Act 865).}

_{97. Section 28(2)-(4) of the Ghana Investment Promotion Centre Act, 2013 (Act 865).}

_{98. Section 29 of the Ghana Investment Promotion Centre Act, 2013 (Act 865).}

_{99. Section 27(1) of the Ghana Investment Promotion Centre Act, 2013 (Act 865).}

_{100. Regulation 9 of the Minerals and Mining (Local Content and Local Participation) Regulations, 2020 (L.I. 2431).}

_{101. Regulation 4(2) of the Petroleum (Local Content and Local Participation) Regulations, 2013 (L.I. 2204).}

_{102. Paragraphs 4.1, 4.2, and 4.5 of the Guidelines for the Formation of Joint Venture Companies in the Upstream Petroleum Industry of Ghana (2016).}

_{103. Paragraph 4.8 of the Guidelines for the Formation of Joint Venture Companies in the Upstream Petroleum Industry of Ghana (2016).}

_{104. Bank of Ghana, Sustainable Banking Principles And Sector Guidance Notes, 2019, p. 13.}

_{105. Bank of Ghana, Sustainable Banking Principles And Sector Guidance Notes, 2019, p. 21.}

_{106. Bank of Ghana, Sustainable Banking Principles And Sector Guidance Notes, 2019, p. 45.}

_{107. Securities and Exchange Commission, SEC Capital Markets Master Plan 2020‒29, p. 3.}

_{108. Paragraph 7 of the Securities Industry (Green Bond) Guidelines, 2024 SEC/GUI/003/03/2024.}

_{109. Ghana Stock Exchange, Ghana Fixed Income Market Rules, 5 April 2022.}

_‍

Ghanaian contract law does not include any generally applicable rules specifically regulating matters related to climate and the management and protection of the environment. However, these issues are commonly addressed in Ghanaian contracts, particularly those with public authorities in key sectors relevant to net zero wealth generation.

For example:

• Oil & Gas: In the upstream oil and gas sector, Ghana’s model petroleum agreement to be entered into between the Government and contractor entities imposes extensive environmental protection obligations. Amongst other things, contractors are required to take all necessary steps, in accordance with best oil field practice and best available technique, to perform petroleum activities in a safe manner and to comply with the Petroleum (Exploration and Production) (Health, Safety and Environment) Regulations, 2017 (L.I. 2258), as well as all other applicable health, safety, and environmental laws and regulations issued by the EPA and other relevant State agencies.¹¹⁰ Contractors are also required to conduct baseline environmental studies before commencing petroleum operations.¹¹¹

• Mining: In the mining sector, the standard mining lease template similarly requires mining lessees to ensure conservation of resources, reclamation of land and protection of the environment both during operations and upon leaving the lease area.¹¹² Environmental protection is similarly emphasized for the conduct of operations under both the standard prospecting and reconnaissance agreements.

In addition, public procurement law applicable generally to public entity contracts in Ghana also requires a consideration of environmental issues.

• Public procurement is generally required to be carried out in a fair, transparent, non-discriminatory and environmentally and socially sustainable manner.¹¹³ The evaluation of public tenders must include the environmental and other characteristics of the subject matter of a procurement, among other criteria.¹¹⁴ Tenderers in public procurement must also possess the necessary professional, technical and environmental qualifications.¹¹⁵

• Public private partnership activities must also conform to the highest standards on environmental, climate and social safeguards.¹¹⁶ Notably, the Public Private Partnership Committee established to consider potential public private partnership projects includes the Executive Director of the EPA.¹¹⁷ Pre-feasibility and feasibility studies of partnership projects must in part determine the social, economic and environmental impact of the projects.¹¹⁸

_{110. Article 19 of the Model Petroleum Agreement (2023).}

_{111. Article 19.10 of the Model Petroleum Agreement (2023).}

_{112. Paragraphs 5(a)(ii) and 29(a) of the Standard Mining Lease Agreement (2020) published by the Minerals Commission.}

_{113. Section 2 of the Public Procurement Act, 2003 (Act 663) as amended.}

_{114. Section 59(2)(g) of the Public Procurement Act, 2003 (Act 663) as amended.}

_{115. Section 22(1)(a)(i) of the Public Procurement Act, 2003 (Act 663) as amended.}

_{116. Section 4(2) of the Public Private Partnerships Act, 2020 (Act 1039).}

_{117. Section 21(1)(g) of the Public Private Partnerships Act, 2020 (Act 1039).}

_{118. Sections 37(1)(c) and 88 of the Public Private Partnerships Act, 2020 (Act 1039).}

‍

a) Repatriation of funds

Foreign investors are generally guaranteed unconditional transferability in free convertible currency of the dividends or net profits made, the remittance of proceeds (net of all taxes and obligations) in the event of the sale or liquidation of their enterprises, fees and charges from technology transfer agreements registered with the GIPC and loan servicing payments in cases where foreign loans have been obtained.¹¹⁹

These funds may be repatriated through an authorized dealer bank and are subject to the Foreign Exchange Act¹²⁰ and all regulations, notices and directives issued under that Act.

In order to make a payment overseas, the relevant Ghanaian company will be required to submit to its authorized dealer bank required information and documentation¹²¹ and complete applicable forms provided by the bank for monitoring purposes. Exporting companies are further required to submit all export receipts to their authorized dealer banks. These banks must submit reports of all payment transactions and export receipts to the Bank of Ghana.¹²²

Persons arriving in or departing from Ghana are permitted to carry up to USD 10,000 or its equivalent in cash or any other monetary instruments without declaration, however, where the amount exceeds USD 10,000, the whole amount must be declared indicating the source and purpose for carrying such an amount. Failure to declare, or making a false declaration will lead to the seizure and/or forfeiture of the total amount and that person may be liable to criminal prosecution.¹²³

b) Access to international arbitration

Contracting parties in Ghana may agree to refer disputes arising under their agreement to any person or institution for arbitration by stipulating this in a clause in the agreement or executing a separate arbitration agreement.¹²⁴

The Ghanaian courts strive to uphold dispute resolution clauses in agreements and consider this to be sound business practice.¹²⁷ Where there is an arbitration agreement (whether domestic or international) and a party commences an action in court, the other party may apply to court to stay proceedings and refer the matter to arbitration.¹²⁸

An arbitrator may grant any relief that he/she considers just and equitable within the scope of the arbitration agreement  and subject to limited instances where a party may apply to have the award set aside, the arbitration award is final and binding as between the parties and any person claiming through them.

The national courts will also enforce foreign arbitral awards where:¹²⁹

1. There are no appeals pending against that award;

2. The award was made by a competent authority under the laws of the country in which the award was made;

• A reciprocal enforcement arrangement exists between Ghana and the awarding country, or the award was made under an international convention on arbitration ratified by the parliament of Ghana; and

• The enforcing party produces the original award and a duly authenticated copy of the arbitration agreement to the courts.

Ghana has signed and ratified the Convention on the Recognition and Enforcement of Foreign Arbitral Awards 1958 (New York Convention)¹³⁰, the Washington Convention on the Settlement of Investment Disputes Between States and Nationals of Other States (1965)¹³¹ and is a party to around 28 Bilateral Investment Treaties (“BITs”).¹³² In April 2023, Ghana and the Netherlands also commenced renegotiation of its BIT.¹³³

c) Protection against expropriation

The Ghanaian constitution includes a general prohibition on the State compulsorily taking possession of or acquiring any property of any description, or interest in or right over any property, of any person, unless specific conditions are satisfied,¹³⁴ namely:

• the taking of possession or acquisition must be necessary in the interest of defence, public safety, public order, public morality, public health, town and country planning or the development or utilization of property in such a manner as to promote the public benefit; and

• the necessity for the acquisition is clearly stated and is such as to provide reasonable justification for causing any hardship that may result to any person who has an interest in or right over the property.

Compulsory acquisition of property by the State is required to only be made under a law which specifically makes provision for that acquisition and, amongst other things, provides for the prompt payment of fair and adequate compensation.¹³⁵

In addition to the constitutional protections, enterprises registered with the GIPC under the Ghana Investment Promotion Center Act, 2013 (Act 865) (the “GIPC Act”) benefit from a general guarantee against expropriation, based on the constitutional provisions outlined above.¹³⁶

d) Standards of treatment and protection

Foreign investment is encouraged in Ghana and regulated by the GIPC. All enterprises that have foreign participation are required to register with the GIPC under the GIPC Act and to comply with the requirements of the GIPC Act and the regulations passed thereunder.

Under the GIPC Act:

• a foreign investor, employer or worker shall enjoy the same rights and be subject to the same duties as applicable to Ghanaian citizens;¹³⁷

• neither the GIPC nor any other official agency may discriminate against foreign investors from a particular country or give special treatment to a foreign investor based on that investor’s country of origin or nationality;¹³⁸ and

• a foreign investor is subject to the same laws that apply to domestic enterprises in Ghana, particularly in relation to the licensing and granting of permits, requirements for records and book-keeping, insurance and taxes.¹³⁹

e) Import / export controls

Please see above under “repatriation of funds” for a discussion of currency import and export restrictions in Ghana.

In addition to these requirements, there is no general export control regime in Ghana, but there are some sector and industry specific requirements.

f) Supply chain risks

In Ghana, most disruptions associated with supply chain occurred in the form of production delays, poor packaging, delivery delays, substandard products and logistical issues¹⁴⁰. Other problems in Ghana are electricity outages, bad management and inadequate supply of materials, goods and services.¹⁴¹

_{119. The Ghana Investment Promotion Center Act, 2013 (Act 865).}

_{120. The Foreign Exchange Act, 2006 (Act 723).}

_{121. Bank of Ghana Notice No.BG/GOV/SEC/2007/3 Guidelines for the Foreign Exchange Act, 2006 (Act 723) ; p 4.}

_{122. Bank of Ghana Notice No.BG/GOV/SEC/2007/3 Guidelines for the Foreign Exchange Act, 2006 (Act 723); p 1.}

_{123. Bank of Ghana Notice No. BG/GOV/SEC/2019/05 Importation and Exportation of Foreign Currency (Cash Couriers).}

_{124. Sections 2(1) and (2) and 5(1)(a) of the Alternative Dispute Resolution Act, 2010 (Act 798).}

_{125. BCM GhHana Ltd V Ashanti Gold Fields Ltd (2005-2006) SCGLR 602.}

_{126. Section 6 of the Alternative Dispute Resolution Act, 2010 (Act 798) and The Republic vV High Court, Tema Ex Parte; My Shipping Pvt Limited, Dee Jones Petroleum & Gas Ltd & Ors (interested parties) Supreme Court Civil Motion No. J5/19/2010 delivered on 29 April 2010.}

_{127. Section 50 of the Alternative Dispute Resolution Act, 2010 (Act 798).}

_{128. Section 52 of the Alternative Dispute Resolution Act, 2010 (Act 798).}

_{129. Section 59 of the Alternative Dispute Resolution Act, 2010 (Act 798).}

_{130. This Convention is Annexed as the First Schedule of the Alternative Dispute Resolution Act, 2010 (Act 798).}

_{131. https://treaties.un.org/pages/showDetails.aspx?objid=080000028012a925.}

_{132. https://investmentpolicy.unctad.org/international-investment-agreements/countries/79/ghana.}

_{133. https://mfa.gov.gh/index.php/renegotiation-of-the-bilateral-investment-treaty-bit-between-the-republic-of-ghana-and-the-kingdom-of-the-netherlands/.}

_{134. Article 20(1) of the Constitution.}

_{135. Article 20 (1), (2) and (5) of the Constitution.}

_{136. Section 31 of the Ghana Investment Promotion Center Act, 2013 (Act 865).}

_{137. Section 30(a) of the Ghana Investment Promotion Center Act, 2013 (Act 865).}

_{138. Section 30(b) of the Ghana Investment Promotion Center Act, 2013 (Act 865).}

_{139. Section 30(c) of the Ghana Investment Promotion Centre Act, 2013 (Act 865).}

_{140. Annan J, Asamoah D & Nyarko S (2012) AHP approach for supplier evaluation and selecting a pharmaceutical manufacturing firm in Ghana. International Journal of Business Administration, 7(10), 10-49.}

_{141. Wagner, S.M & Neshat, N (2012) A comparison of supply chain vulnerability indices for different categories of firms. International Journal of Production Research, 50, 2877-2891.}

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a) Environmental impact assessment law

b) Relevant consultation law such as public participation in environmental decision making

As noted above, the key piece of environmental legislation in Ghana is the EPA Act, which established the EPA. Amongst other things, the EPA has the mandate to promote effective planning in the management of the environment and to regulate issues such as pollution control, waste management, and sustainable resource use and enforce standards related to air and water quality, waste management, and emissions etc.

The EPA Act empowers the EPA to regulate activities impacting the environment through environmental impact assessments, issuance of permits and the management of the National Environment Fund. Under the EPA Act, the Minister Responsible for the Environment has issued the Environmental Assessment Regulations, 1999 (L.I. 1652) (as amended, the “EA Regulations”) to provide further detail on the requirements for environmental impact assessments and the issuance of environmental permits.

In summary:

• Under the EPA Act and the EA Regulations, no business is permitted to commence activities that, in the opinion of the EPA, have or are likely to have an adverse effect on the environment or public health unless that business is registered by the EPA and an environmental permit has been issued by the EPA.¹⁴²

• Certain activities will mandatorily require an EPA permit, without any need to apply the “adverse effect on the environment or public health” test, including all mining and processing of minerals in areas where the mining lease covers a total area in excess of 10 hectares.¹⁴³

• In order to obtain a permit from the EPA, the relevant business must submit an application in the required form, together with an Environmental Impact Assessment that meets the requirements of the EA Regulations.¹⁴⁴

• Failure to obtain an environmental impact assessment as required is an offence punishable on summary conviction by a fine not exceeding GHS 3,000 or to one year imprisonment or to both.

The EPA has published a wide range of guidance on the requirements that an Environmental Impact Assessment must fulfil, including guidelines applicable to specific sectors. For example, the for the health, agriculture, tourism, energy, manufacturing, and general construction sectors.

Under the EA Regulations, the EPA is required to hold a public hearing in respect of any application for an EPA permit where (a) upon a notice issued, there appears to be great adverse public reaction to the commencement of a proposed undertaking; (b) the undertaking will involve the dislocation, relocation or resettlement of communities; or (c) the EPA considers that the undertaking could have extensive and far reaching effect on the environment.¹⁴⁵

To conduct the public hearing, the EPA will appoint a panel composed of three to five persons. The panel members must be residents of the geographical area of the proposed undertaking and must reflect representation of varying opinions, if any, on the subject of the hearing. The EPA must also appoint the chairman of the panel from among the members but the chairman cannot be a resident of the locality of the proposed undertaking. The panel is required to hear such persons and bodies that will make submissions to it; consider all submissions made to it and make its recommendations in writing to the EPA within a period of not less than 15 days from the date it starts hearing representations.¹⁴⁶

If the application is approved, the EPA issues an environmental permit authorizing the start of the project. The project proponent then submits to EPA an Environmental Management Plan setting out intended steps to “manage any significant environmental impact that may result from the operation of the undertaking.”¹⁴⁷

The EPA then monitors the project to ensure that it is carried out in accordance with the Environmental Impact Statement and the Environmental Management Plan by reviewing annual environmental reports from the permit holder.

Local government also play an important role in development and project approval processes. A district assembly is responsible for the development, improvement and management of human settlements and the environment in the district.¹⁴⁸ A district assembly is also required to enable the residents and other stakeholders in the district to participate effectively in the activities of the district assembly and its sub-district structures through avenues such as online platforms, town hall meetings and notice boards.¹⁴⁹ District level stakeholders are entitled to petition the district assembly on any matter for which the district assembly is responsible, which can include issues in the district affecting the environment.¹⁵⁰  Also, the district planning authority must conduct a public hearing on a proposed district development plan and consider the views expressed at the hearing before the adoption of the proposed plan.¹⁵¹

_{142. Regulation 1 of the Environmental Assessment Regulations, 1999 (L.I. 1652).}

_{143. Regulation 3 and Regulation 4 of the Environmental Assessment Regulations, 1999 (L.I. 1652).}

_{144. Schedule 1 and Schedule 2 of the Environmental Assessment Regulations, 1999 (L.I. 1652).}

_{145. Regulation 17 of the Environmental Assessment Regulations, 1999 (L.I 1652).}

_{146. Regulation 17 of the Environmental Assessment Regulations, 1999 (L.I 1652).}

_{147. Regulation 24 of the Environmental Assessment Regulations, 1999 (L.I 1652), as amended.}

_{148. Section 12(3)(f) of the Local Governance Act, 2016 (Act (Act 936).}

_{149. Sections 40 and 42 of the Local Governance Act, 2016 (Act (Act 936).}

_{150. Sections 43 of the Local Governance Act, 2016 (Act (Act 936).}

_{151. Sections 88(1) of the Local Governance Act, 2016 (Act (Act 936).}

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a) Consultation and engagement;

b) Public participation; and

c) Community grievance mechanisms.

Communities affected by operations may engage the EPA or their district assemblies during the course of the permitting processes described above.

The EA Regulations do call for consideration of social and cultural impacts as part of the EIA process, such as labour, health, safety, habits and customs, cultural heritage as well as “any other factors of relevance to the particular undertaking.” ¹⁵²

In addition, certain sector specific regulatory regimes include provisions dealing with the management of communities. In particular the Minerals Commission has also indicated that mining companies will be required to engage host communities on development objectives through community development agreements. This will be required before mining agreements are approved and a percentage of the income from the mining operations will be devoted to funding the development agreement of the area.¹⁵³

_{152. Regulations 2, 5, 12, 14 and 30 of the Environmental Assessment Regulations, 1999 (L.I 1652), as amended.}

_{153. Business and Financial Times, “Community development agreements to be inked in new mining guidelines”, 20 May 2022.}

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Ghana has ratified the United Nations Convention on Biological Diversity which is the international legal instrument for the conservation of biological diversity, the sustainable use of its components and the fair and equitable sharing of the benefits arising out of the utilization of genetic resources.¹⁵⁴

Other domestic laws and regulations include the following:

• Trees and Timber Decree, 1974 (NRCD 273) as amended by the Trees and Timber (Amendment) Act, 1994 (Act 493): which provides for the registration of locality marks, the felling of trees for export and related matters.

• Forest Protection Decree 1974 (NRCD 243) and the Forest Protection (Amendment) Act, 2002 (Act 624): which provide for the functions of forest officers, offences relating to forest reserves and for related matters.

• Control and Prevention of Bushfires Act, 1990 (PNDCL 229): which prohibits the starting of bushfires and to provide for related matters.

• Economic Plants Protection Act, 1979 (AFRCD 47): which provides for the prohibition of the destruction of specified plants of economic value and for related matters.

• Forestry Commission Act, 1999 (Act 571): which re-establishes the Forestry Commission to bring under the Commission, the main public bodies and agencies implementing the functions of protection, development, management and regulation of forests and wildlife resources and to provide for related matters.

• Timber Resource Management Act, 1998 (Act 547), Act 547 as amended by the Forestry Commission Act, 1999 (Act 571) and Timber Resources Management (Amendment) Act, 2002 (Act 617): which provide for the grant of timber rights in a manner that secures the sustainable management and utilization of the timber resources of Ghana and prohibit harvesting of timber on certain types of lands without a Timber Utilization Contract.

• Forest Plantation Development Fund Act, 2000 (Act 583) as amended by the Forest Plantation Development Fund (Amendment) Act, 2002 (Act 623): which establishes a Forest Plantation Development Fund to provide financial assistance for the development of forest plantations, to provide for the management of the Fund and to provide for related matters.

• Timber Resources Management and Legality Licensing Regulations 2017 (L.I. 2254): which regulates the identification of land suitable for the grant of timber rights; regulates the terms and conditions for small and large scale timber rights; regulates other sources of timber; and provides for a legality licensing scheme

Other policies and plans also include:

• Forest and Wildlife Policy (2012): which aims to ensure the conservation and sustainable development of forest and wildlife resources for the maintenance of environmental stability whilst fulfilling Ghana’s commitments under international agreements and conventions.

• National REDD+ Strategy (2016): which provides interventions that seek to reduce emissions from deforestation and forest degradation whilst incorporating the role of conservation, sustainable forest management and enhancement of forest carbon stocks.

• Ghana Forest Plantation Development Strategy (2016 – 2040): identifies challenges to past efforts and consequently outlines the strategic direction, actions and resources required to promote the development of productive and sustainable forest plantations. It indicates the technical and financial resources required and performance measures necessary to track progress over the period (2016 to 2040).

_{154. The Convention can be accessed here: https://www.cbd.int/convention/text .}

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Ghana’s regulatory regime in relation to contaminated land is contained in the EPA Act and regulated by the EPA.

The EPA is required to issue environmental permits and pollution abatement notices for controlling the volume, types, constituents and effects of waste discharges, emissions, deposits or any other source of pollutants and of substances which are hazardous or potentially dangerous to the quality of the environment or a segment of the environment¹⁵⁵. The EPA is also required to conduct investigations into environmental issues. ¹⁵⁶

The EPA Act also establishes the formation of a hazardous chemicals committee which monitors the use of hazardous chemicals by collecting information on the importation, exportation, manufacture, distribution, sale, use and disposal of those chemicals.¹⁵⁷

Further, where the board of the EPA considers that the activities of a person or an organization poses a threat to the environment or to public health, they are required to serve on the person responsible for the undertaking an enforcement notice requiring that person to take the steps stipulated by the board to prevent or stop the activities. The enforcement notice will specify the offending activity, the steps required to be taken, the time within which the steps have to be taken, and the immediate cessation, where necessary, of the offending activity. Acting contrary to an enforcement notice is an offence and is liable on summary conviction to a fine not exceeding GHS 3,000 and in default to a term of imprisonment not exceeding one year or to both the fine and the imprisonment.¹⁵⁸

The EPA also has oversight of the import, export, manufacture, distribution, advertisement, sale or use of pesticides in Ghana.¹⁵⁹

The Water Resources Commission Act, 1996 (Act 522) addresses the control of water pollution. Section 24 of the act prohibits the interference, altering, pollution or fouling of water resources beyond levels prescribed by the EPA and prescribes penalties for non-compliance.

_{155. Section 2(f) of the Environmental Protection Agency Act, 1990 (Act 490).}

_{156. Section 2(k) of the Environmental Protection Agency Act, 1990 (Act 490).}

_{157. Section 10(2)(a) of the Environmental Protection Agency Act, 1990 (Act 490).}

_{158. Section 13 of the Environmental Protection Agency Act, 1994 (Act 490).}

_{159. Section 28(1) of the Environmental Protection Agency Act, 1994 (Act 490).}

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The Companies Act, 2019 (Act 992) (the “Companies Act”) governs the establishment and operations of companies in Ghana and regulates matters including the powers and limits of authority of a company, requirements for the appointment and removal of directors, auditors and company secretaries, the duties and liabilities of the members and directors and requirements for the keeping of accounting records, preparation of financial statements and the submission of annual returns, registration of charges and the notification of the companies registry of any changes in the particulars of the company.

Sector-specific corporate governance requirements also apply in some industries.

The Companies Act requires all companies in Ghana to provide their shareholding information including information relating to the beneficial owners of the company to the Office of the Registrar of Companies (ORC) and indicate the members or beneficial owners who are politically exposed and to update the ORC of any such changes. ¹⁶⁰

In line with recent global trends in assessing corporate performance from a more wholistic view (where companies are encouraged to publicly report on their economic, environmental, social and governance impacts which contribute either positively or negatively towards the goal of sustainable development), some principal regulators have developed guidelines on sustainability reporting.

The Ghana Stock Exchange’s ESG Disclosures Guidance Manual guides publicly listed companies in Ghana and other organizations interested in ESG on how to collect, analyse, and publicly disclose important ESG information using an approach that meets international standards in sustainability reporting.¹⁶¹

The Bank of Ghana’s Sustainable Banking Principles & Sector Guidance Notes, discussed above, provide a monitoring guidance and reporting template for banks to provide biannual reports to the Central Bank. These guidance notes and principles allow Ghanaian banks to consider critical factors such as the environment, good governance and social inclusion in making decisions related to lending and other forms of financial intermediation.¹⁶²

The International Sustainability Standards Board (ISSB) in June 2023 issued IFRS S1 and IFRS S2 to usher in a new era of sustainability-related disclosures. IFRS S1 provides a set of disclosure requirements designed to enable companies to communicate the general sustainability-related risks and opportunities  faced to their investors, while IFRS S2 sets out specific climate-related disclosures and is designed to be used with IFRS S1.¹⁶³

Under the Right to Information Act, 2019 (Act 989), a person has the right to and may apply for information subject to information that is exempted from disclosure by the Act.¹⁶⁴ Where information is exempt from disclosure under the Act, it may still be disclosed where it reveals evidence of the contravention of a law, an imminent and serious threat to public safety, public health or morals, the prevention of disorder or crime, the protection of the rights or freedoms of others, a miscarriage of justice, an abuse of authority or any matter of public interest whose benefit of disclosure clearly outweigh the harm or danger that the disclosure will cause.¹⁶⁵

160. Section 35 of the Companies Act, 2019 (Act 992).

161. Clause 2.2, Ghana Stock Exchange Disclosure Guidance Manual.

162. The Bank of Ghana Sustainable Banking Principles and Sector Guidance and Notes; p 5.

163. https://www.ifrs.org/issued-standards/irfs-sustainability-standards-navigator/sustainability-pdf-collection/.

164. Section 1 of the Right to Information Act, 2019 (Act 989).

165. Section 17 of the Right to Information Act, 2019 (Act 989).

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a) Duty of compliance

b) Reporting and monitoring requirements

c) Record keeping requirements

d) Inspections

e) Administrative enforcement

General EPA Regime

As noted above, under the EPA Act and the EA Regulations, no business is permitted to commence activities that, in the opinion of the EPA, have or are likely to have an adverse effect on the environment or public health unless that business is registered by the EPA and an environmental permit has been issued by the EPA. Certain activities will always require an EPA permit, without any need to apply the “adverse effect on the environment or public health” test. ¹⁶⁶

All persons issued with environmental permits are required to submit to the EPA annual environmental reports in respect of the undertakings after 12 months of commencing operations and subsequently after every twelve months. ¹⁶⁷

Sector Specific Requirements

In addition to the general EPA requirements, sector specific rules apply. Participants in the mining, petroleum and renewable energy sectors are further required to comply with all applicable Acts, regulations, directives and requirements for the protection of natural resources, public health and the environment. ¹⁶⁸

For example:

Mining

• Depending on the mineral and mining activities conducted, holders of mineral rights are further required to submit monthly, quarterly, bi-annual or annual reports and information concerning their mineral operations to the Minerals Commission. ¹⁶⁹

• Mining inspectors may also conduct environmental inspections to control the performance of a mine in relation to environmental standards and its monitoring activities, special inspections upon receipt of complaints or requests from other authorities and inspections in relation to incidents or an accident. ¹⁷⁰

Petroleum

• Persons conducting petroleum activities are also required to submit the prescribed relevant information to the Petroleum Commission at intervals determined by the Commission, or upon the request of the Minister in charge of Petroleum or the Petroleum Commission.¹⁷¹ Annual reports and accounts relating to petroleum activities must also be submitted within thirty days of the expiration of a calendar year. ¹⁷²

• Persons conducting petroleum activities are further required to ensure that technical monitoring of new structures and maritime systems are carried out during the first year of service and the first inspection on the petroleum facility is carried out within two years of the facility being put into operation. Inspections are also to be carried out to map potential fault modes in the pipeline system where fault modes can constitute environmental or safety hazards. ¹⁷³

Renewable Energy

• All holders of renewable energy licences in Ghana are required to submit quarterly reports to the Energy Commission. Additionally, holders of licences with a tenure of one year or more are required to lodge an annual return each year with the Energy Commission which contains information on the previous year’s operations and future projects. ¹⁷⁴

• As part of the application process for a siting clearance/permit for the construction of the facility after acquisition of a provisional renewable energy licence, a person is required to submit safety and technical management plans to the Energy Commission. These plans must include a waste management policy and plan in line with EPA and World Health Organisation (WHO) regulations and standards, environmental hazards impact mitigation measure, actions and plans, precautions for prevention of environmental hazards and emergency preparedness. ¹⁷⁵

• Biofuel and briquettes/pellets producers are also required to grant the Energy Commission the right of access to inspect the production plants to ensure quality production, as part of their operational licence conditions. ¹⁷⁶

The EPA requires undertakings that have or are likely to have adverse effect on the environment or public health to maintain specific records, as specified in the EPA Act and the EA Regulations. Failure to maintain or submit these records, deliberately or negligently making false records or submitting false or misleading statements is an offence liable on conviction to a fine not exceeding GHS 2,400 or to a prison term not exceeding 12 months.

In addition, sector regulators like the Petroleum Commission, Minerals Commission and Energy Commission also require companies in their industries to maintain complete and accurate records and reports of their operations and furnish these records upon request. ¹⁷⁷

The Health, Safety, Security and Environment (HSSE) Manual for Energy Sector Organizations also provides record retention standards to describe systems energy sector organizations to archive and retrieve HSSE documents and the length of the periods for which documents must be archived. ¹⁷⁸

The EPA may carry out inspections on any premises for the purpose of ensuring compliance with the necessary health and safety requirements pertaining to the protection of the environment. ¹⁷⁹

The Minerals Commission and Petroleum Commission may also conduct physical inspections relating to mining and petroleum exploration and production activities in Ghana and examine records and documents where necessary. ¹⁸⁰

The EPA has the power to suspend, cancel or revoke an environmental permit or certificate where a holder of a permit or certificate fails to obtain any other authorization required by law, make any payments required by law, or comply with mitigating commitments in the assessment report or environmental management plan, or is in breach of any of its obligations relating to environmental assessment or conditions under the permit or certificate. ¹⁸¹

Where the EPA has served a written notice to a person responsible for an undertaking to submit an environmental impact assessment in connection with a matter affecting the environment, the EPA may inform a sector regulator or a department of government which issues approvals (including permits, licenses, or consents) not to grant an approval to that person pending the prior written approval of the EPA after there has been compliance with the notice. ¹⁸²

The EPA may also suspend an environmental permit or certificate before or during the implementation of the undertaking where a fundamental change in the environment has occurred due to natural causes, and revise the environmental assessment report and the environmental management plan on the basis of the new environmental condition. ¹⁸³

Where the EPA considers that the activities of an undertaking pose a serious threat to the environment or to public health, it shall serve an enforcement notice on the person responsible for the undertaking to take the necessary steps within a stipulated timeframe to prevent or cease the activities. ¹⁸⁴

The Minister in Charge of Environment may take appropriate steps to ensure compliance with the notice including the use of necessary force by a police officer or an authorized officer of the EPA, and monies reasonably incurred to prevent or cease the offending activity can be recovered as a civil debt from the person unless otherwise determined by a court of competent jurisdiction.¹⁸⁵ This is without prejudice to prosecute the failure to comply with the enforcement notice.

_{166. Regulations 1 and 3 of the Environmental Assessment Regulations 1999 (L.I 1652).}

_{167. Regulation 25(1) of the Minerals and Mining (General) Regulations, 2012 (L.I. 2173).}

_{168. For example, section 18 of the Minerals and Mining Act, 2006 (Act 703), Section 49 of the Petroleum (Exploration and Production) Act, 2016 (Act 919) and Section 45(b) and (c) of the Renewable Energy Act, 2011 (Act 832).}

_{169. Regulations 8, 13, 16, 23 and 25 of the Minerals and Mining (General) Regulations, 2012 (L.I. 2173).}

_{170. Regulation 12(d), (e) and (f) of the Minerals and Mining (Health, Safety and Technical) Regulations, 2012 (L.I. 2182).}

_{171. Section 55 of the Petroleum (Exploration and Production) Act, 2016 (Act 919).}

_{172. Regulation 69 of the Petroleum (Exploration and Production) (General) Regulations, 2018 (L.I. 2359).}

_{173. Regulation 94(2) and 99(a)(d)(e) and (f) of the Petroleum (Exploration and Production)(Health, Safety and Environment) Regulations, 2017 (L.I. 2258).}

_{174. Clause 5.4 and 5.5 of the Energy Commission Licence Manual for Service Providers in the Renewable Energy Industry published in September 2012; p.13.}

_{175. Clauses 7 to 19 of the Energy Commission Licence Manual for Service Providers in the Renewable Energy Industry published in September 2012; pp. 18 - – 68.}

_{176. Clauses 8 and 16 of the Energy Commission Licence Manual for Service Providers in the Renewable Energy Industry published in September 2012; pp. 32 and 61.}

_{177. Section 19 of the Minerals and Mining Act, 2006 (Act 703), Section 53(1) of the Petroleum (Exploration and Production) Act, 2016 (Act 919) and the Health, Safety, Security and Environment Manual for Energy Sector Organizations published in June 2019.}

_{178. Section 5 the Health, Safety, Security and Environment Manual for Energy Sector Organizations published in June 2019.}

_{179. Section 15 of the Environmental Protection Act, 1994 (Act 490).}

_{180. Section 51 of the Petroleum (Exploration and Production) Act, 2016 (Act 919) and Sections 101 and 102 of the Minerals and Mining Act, 2006 (Act 703).}

_{181. Regulation 26(1) of the Environmental Assessment Regulations, 1999 (L.I 1652).}

_{182. Section 12(2) of the Environmental Protection Agency Act, 1994 (Act 490).}

_{183. Regulation 26(2) of the Environmental Assessment Regulations, 1999 (L.I 1652).}

_{184. Section 13(1) and (2) of the Environmental Protection Agency Act, 1994 (Act 490).}

_{185. Section 14(1), (2) and (4) of the Environmental Protection Agency Act, 1994 (Act 490).}

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General

• The Constitution: This establishes the fundamental principles of the ownership and management of resources in Ghana.

• Environmental Protection Agency Act, 1994 (Act 490): The Act establishes the EPA as the main body for environmental protection. It empowers the EPA to enforce environmental regulations, conduct impact assessments, and establishes a National Environment Fund.

• The Environmental Assessment Regulations, 1999 (L.I. 1652): The Regulations mandate environmental impact assessments for the exploitation of natural resources, identifying potential impacts and requiring mitigation measures.

• Land Act, 2020 (Act 1036): The Act contains some provisions in respect of allocation of land for natural resource exploitation such as timber and mining.

Other industry-specific laws include the following:

Mining

• Minerals and Mining Act, 2006 (Act 703)

• Kimberley Process Certificate Act, 2003 (Act 652)

• Minerals Commission Act, 1993 (Act 450)

• The Minerals and Mining (General) Regulations, 2012 (L.I. 2173)

• Minerals and Mining (Licensing) Regulations, 2012 (L.I. 2176)

• Minerals and Mining (Health, Safety and Technical) Regulations, 2012 (L.I. 2182)

• Minerals and Mining (Local Content and Local Participation) Regulations, 2020 (L.I. 2431)

• Minerals and Mining (Support Services) Regulations, 2012 (L.I. 2174)

• Minerals and Mining (Explosives) Regulations, 2012 (L.I. 2177)

• Minerals and Mining (Ground Rent) Regulations, 2018 (L.I. 2357)

• Minerals and Mining (Mineral Operations - Tracking of Earth Moving and Mining Equipment) Regulations, 2020 (L.I. 2404)

Oil & Gas

• Petroleum (Exploration and Production) Act, 2016 (Act 919)

• Petroleum Commission Act, 2011 (Act 821)

• Ghana National Petroleum Corporation Act, 1983 (PNDCL 64)

• Petroleum Exploration and Production (General) Regulations, 2018 (L.I. 2359)

• Petroleum (Local Content and Local Participation) Regulations, 2013 (L.I. 2204)

• Petroleum (Exploration and Production) (Health, Safety and Environment) Regulations, 2017 (L.I. 2258)

• Petroleum (Exploration and Production) (Data Management) Regulations, 2017 (L.I. 2257)

• Petroleum (Exploration and Production) (Measurement Regulations), 2016 (L.I. 2256)

Forestry

• Trees and Timber Decree, 1974 (NRCD 273) as amended by the Trees and Timber (Amendment) Act, 1994 (Act 493)

• Forest Protection Decree 1974 (NRCD 243) and the Forest Protection (Amendment) Act, 2002 (Act 624)

• Control and Prevention of Bushfires Act, 1990 (PNDCL178 229)

• Economic Plants Protection Act, 1979 (AFRCD 47)

• Forestry Commission Act, 1999 (Act 571)

• Timber Resource Management Act, 1998 (Act 547), Act 547 as amended by the Forestry Commission Act, 1999 (Act 571) and Timber Resources Management (Amendment) Act, 2002 (Act 617)

• Timber Resources Management (Amendment) Act, 2002 (Act 617)

• Forest Plantation Development Fund Act, 2000 (Act 583) as amended by the Forest

• Plantation Development Fund (Amendment) Act, 2002 (Act 623)

• Timber Resources Management (Amendment) Regulations, 2003 (L.I. 1721)

Water Resources

• Water Resources Commission Act, 1996 (Act 522)

• Community Water and Sanitation Agency Act, 1998 (Act 564)

• Water Use Regulations, 2001 (L.I. 1692)

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a) Justiciability

b) Ripeness

c) Exhaustion

d) Finality

e) Standing

f) Political question

g) Advisory opinions

The EPA Act, the EA Regulations, and the Public Health Act, 2012 (Act 851)¹⁸⁶ as well as specific sectoral legislation including the Minerals and Mining Act, 2006 (Act 703)¹⁸⁷ and the Petroleum (Exploration and Production) Act, 2016 (Act 919)¹⁸⁸ prescribe criminal penalties ranging from fines to prison terms or both for the commission of the various offences provided under such laws.¹⁸⁹

Where a person fails to pay any fine imposed on that person relating to an offence under the minerals and mining laws, that amount may be recoverable as a civil debt owed to the state.¹⁹⁰ The Minister in charge of the Environment is also empowered to recover monies reasonably incurred to prevent or cease an offending activity in compliance with an enforcement notice served on an undertaking. This may be recovered as a civil debt from the person responsible for the undertaking, unless otherwise determined by a court of competent jurisdiction.¹⁹¹

In addition to the criminal and civil sanctions provided, the EPA may also prohibit the issuance of licences, permits, consents and approvals from sector regulators and governmental departments necessary for the operation of an undertaking until that undertaking submits an environmental impact assessment to the EPA for approval.¹⁹²

Administrative enforcement sanctions are subject to limitations and procedural requirements, including those set-out below.

1. Justiciability

Persons aggrieved by the actions and decisions of administrative bodies and officials have a constitutional right to seek redress before the High Court¹⁹³ by way of application for judicial review within six (6) months from the date of the occurrence of the event giving grounds for making the application.¹⁹⁴

2. Ripeness

The concern of the courts in an application for judicial review is to determine whether a decision-making authority exceeded its powers, committed an error of law or a breach of the rules of natural justice including granting audience to the party to be heard, or reached a decision that no reasonable tribunal could have reached on the facts as presented to the courts, without any further factual enquiry into the merits of the matter by the courts.¹⁹⁵

3. Exhaustion

Where a statute has prescribed local remedies, a person is required to exhaust those remedies before initiating an action in court, except in exceptional circumstances including an allegation of the breach of the rules of natural justice or a misinterpretation or misapplication of the provisions of the law.¹⁹⁶

4. Finality

Even though the High Court has supervisory jurisdiction over all lower courts and any lower adjudicating authority, this power is for supervising the work of such lower courts and adjudicating authorities and not for taking over and determining matters peculiarly within their jurisdiction.¹⁹⁷ The administrative authorities must have therefore given their decision or taken some action on a matter before the supervisory jurisdiction of the courts can be invoked.

5. Standing

Where a person is seeking remedies for public acts and rights through the application for judicial review, the courts have held that that person need not show that some legal right of his was at stake.¹⁹⁸ The law relating to locus standing in such actions is relaxed¹⁹⁹ and a member of the public not directly affected by the action or decision of the administrative body may initiate the application.²⁰⁰

6. Political questions

The Ghanaian courts hold the position that the political question doctrine does not apply in Ghana by virtue of the supremacy of the constitution.²⁰¹ The courts hold the view that no individual nor creature of the constitution is exempted from the enforcement provision of the constitution, no one is above the law and no action of any individual or institution is immune from judicial scrutiny of the constitutionality of such an action if challenged.²⁰²

7. Advisory opinions

Ghanaian courts have no jurisdiction to offer advisory opinions.²⁰³

_{186. Sections 50 to 57 of the Public Health Act, 2012 (Act 851).}

_{187. Sections 99, 106 and 108 of the Minerals and Mining Act, 2006 (Act 703).}

_{188. Section 93 of the Petroleum (Exploration and Production) Act, 2016 (Act 919).}

_{189. Sections 13, 15 and 27 of the Environmental Protection Agency Act, 1999 (Act 490) and Regulation 29 of the Environmental Assessment Regulations, 1999 (L.I. 1652).}

_{190. Section 109 of the Minerals and Mining Act, 2006 (703).}

_{191. Section 14 of the Environmental Protection Agency Act, 1999 (Act 490).}

_{192. Section 12(2) of the Environmental Protection Agency Act, 1999 (Act 490).}

_{193. Article 23 of the Constitution.}

_{194. Article 141 of the Constitution and Order 55 of the High Court (Civil Procedure) Rules, 2004 (C.I. 47).}

_{195. Republic V High Court Sekondi, Ex Parte Ampong [2011] 2 SCGLR 716.}

_{196. Food Sovereignty Ghana & 3 Ors V National Biosafety Committee & 4 Ors Suit Number Hrc/43/15 Delivered On 15 May 2019 (HC) citing Tetteh V Essilfie [2001-2002] 1 GLR 440 and Mensah V Ghana Football Association [1989-90] 1 GLR 1.}

_{197. Republic V High Court, Cape Coast; Ex Parte Larbie [1994-95] GBR 553, Sc.}

_{198. In Re Appenteng (Decd); Republic V High Court, Accra; Ex Parte Appenteng & Anor [2005-2006] SCGLR 18.}

_{199. Republic V High Court, Accra; Ex Parte Sam Okudzeto & Others (Samuel Adjei Mensah And Anor Interested Parties) [2019-2020] 1 SCGLR 824.}

_{200. Republic V Korle Gonno District Magistrate Grade 1; Ex Parte Amponsah [1991] 1 GLR 353 CA.}

_{201. Npp V Attorney General [1993-94] 2 Glr 35 and Justice Abdullai V Attorney General Supreme Court Suit Number Jl/07/2022 delivered on 9 March 2022.}

_{202. Martin Alamisi Amidu V President Kuffuor & Attorney General (2001-2002) SCGLR 138.}

_{203. New Patriotic Party V National Democratic Congress & Others [1999-2000] 2 GLR 506, citing Bilson V Attorney General [1993-94] 1 GLR 104.}

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Ghana’s employment regime is governed by laws and market practices. The primary laws are the Constitution, Labour Act, 2003 (Act 651) and its regulations, Labour Regulations, 2007 (L.I.1833), National Pensions Act, 2008 (Act 766), Workmen’s Compensation Act, 1987 (PNDCL 187) and Factory, Offices and Shops Act, 1970 (Act 328) as amended.

• The Constitution as the supreme law of Ghana, safeguards worker and employer rights, guaranteeing dignified work conditions and equal pay without discrimination.

• The Labour Act and its regulations apply to all workers and to all employers except the security forces. The Labour Act safeguards employment through regulations on worker/employer rights, contracts, termination, leave, hours, and a dedicated National Labour Commission for dispute resolution and complaint investigation.

• The Pensions Act and the Pensions Regulations mandate a three-tier pension scheme comprising:

– Tier 1: basic social security;

– Tier 2: mandatory private occupational pension; and

– Tier 3: voluntary private pension.

• The Workmen’s Compensation Act generally applies to all employees except the Armed Forces. The Act provides for payment of compensation for personal injury or death of an employee by accident arising out of or in the course of employment.

• The Factory, Offices and Shops Act has mandatory provisions for the health, welfare and safety of persons employed in factories, offices and shops in Ghana.

• International Labour Conventions: Ghana, as a member of the International Labour Organization (“ILO”) since 1957, has incorporated certain key ILO conventions into domestic legislation, such as the Labour Act, 2003 (Act 651), safeguarding rights in areas like unionization, collective bargaining, minimum wage, and safe working conditions.

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Ghana’s power sector is regulated by two main regulatory agencies, the Energy Commission and the Public Utilities and Regulatory Commission.

• The Energy Commission Act 1997 (Act 541) (the “Energy Commission Act”): which established the Energy Commission, which is responsible for regulating energy resources in Ghana and is responsible for granting licences to public utilities for the transmission, wholesale supply, distribution and sale of electricity and natural gas in Ghana.

• The Public Utilities and Regulatory Commission Act 1997 (Act 538) (as amended, the “PURC Act”): which established the Public Utilities Regulatory Commission (“PURC”), which is responsible for approving rates charged by public utilities, ensuring competition among public utilities, monitoring standards of performance of public utility service provision and ensuring the protection of consumer rights.

There are a number of other key acts of Parliament that are relevant for the electricity industry. In particular:

• The Renewable Energy Act: which, as noted above, establishes a comprehensive framework for licensing and regulation of commercial renewable energy activities related to the production, transportation, storage, distribution, and sale of renewable electricity. The Renewable Energy Act was amended in 2020 by the Renewable Energy (Amendment) Act, 2020 to establish a competitive procurement scheme and a net-metering scheme in respect of electricity generated from renewable energy sources²⁰⁴ and other related matters. In addition, under the amended Renewable Energy Act, energy companies producing or supplying energy from fossil fuels or those contributing to GHG emissions are required to invest in non-utility scale renewable energy to offset their GHG emissions and mitigate climate change.²⁰⁵ Further, the Renewable Energy Act creates the Renewable Energy Fund,²⁰⁶ with the object of providing financial resources for the promotion, development, sustainable management and utilisation of renewable energy sources.²⁰⁷

• The Volta River Development Act 1961 (Act 46) (“VRA Act”), which established the Volta River Authority (“VRA”). The VRA Act gives the VRA responsibility for generating electricity through the hydropower of the Volta River and by any other means. The VRA also supplies electrical power to distribution companies, bulk customers and the townships of Akosombo and Kpong.

Through its subsidiary, the Northern Electricity Development Company (“NEDCo”), it is responsible for electricity distribution in the northern regions of Ghana. The ECG, a previously wholly state-owned utility company, is responsible for the distribution of power in other regions in Ghana. In addition, one private company, Enclave Power Company Ltd, is authorized to distribute electricity within the certain areas in the Tema Industrial Area.

As part of power sector reforms in 2005, the VRA’s electricity transmission functions were transferred to the Ghana Grid Company (“GridCo”), which is responsible for the operation of the National Interconnected Transmission System (“NITS”), bulk power purchase of electricity from generators of electricity and sale to NEDCo and ECG.

• The Bui Power Authority Act 2007 (Act 740) (“BPA Act”): which established the Bui Power Authority to oversee the development of the Bui hydroelectric power project on the Black Volta River and the Bui Generating Station. The Bui Power Authority has since undertaken a number of projects including two hydropower initiatives on Ghana's western rivers: the Tsatsadu Micro Hydro Project and the 250 MW Solar Project at the Bui enclave, a four-megawatt floating solar PV on the Bui Reservoir and the fifteen megawatt (15MW) solar PV at Kaleo.²⁰⁸

In 2020, the BPA Act was amended to allow the Bui Power Authority to assume certain functions of the Renewable Energy Authority proposed under the Renewable Energy Act.

In addition to these primary acts of parliament, the power sector in Ghana is regulated by a wide range of subsidiary legislation, including, amongst others:

• the Energy Commission (Local Content and Local Participation) (Electricity Supply Industry) Regulations 2017 (L.I. 2354);

• the Electricity Transmission (Technical, Operational, and Standards of Performance) Rules, 2008 (L.I. 1934);

• the Electricity Supply and Distribution (Standards of Performance) Regulations, 2008 (L.I. 1935);

• the Electricity Regulations, 2008 (L.I. 1937);

• the Electrical Wiring Regulations 2011 (L.I. 2008); and

• the Electricity Supply and Distribution (Technical and Operational) Rules, 2005 (L.I. 1816).

We note that the Atomic Energy Commission Act 2000 (Act 588) provides the legislative framework for nuclear power in Ghana, but this is beyond the scope of this toolkit.

_{204. Sections 25(1) and 30(A) of the Renewable Energy Act, 2011 (Act 832) (as amended by Act 1045).}

_{205. Section 26(3) of the Renewable Energy Act, 2011 (Act 832) (as amended by Act 1045).}

_{206. Section 31 of the Renewable Energy Act, 2011 (Act 832) (as amended by Act 1045).}

_{207. Section 32(1) of the Renewable Energy Act, 2011 (Act 832) (as amended by Act 1045).}

_{208. Page 18, para 3 of the State of the Nation Address 2024.}

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a) Annulment and cancellation of exploration or exploitation permits

The dispute resolution framework in Ghana for the annulment and cancellation of exploration or exploitation permits is regulated on a sector specific basis. We consider the mining, oil and gas and renewable energy sectors here, as they are most relevant in the context of this toolkit.

Mining

The State (through the Minister of Lands and Natural Resources) may suspend or cancel a license issued in respect of exploration or mining if a mineral right or mining lease holder:

• fails to make payments required by law;

• becomes insolvent or bankrupt or enters into an agreement or scheme of composition with the holder’s creditors, or takes advantage of an enactment for the benefit of its debtors or goes into liquidation, except as part of a scheme for an arrangement or amalgamation;

• knowingly makes materially false statements in connection with the mineral right to the Minister; or

• for some reason becomes ineligible to apply for a mineral right. ²⁰⁹

In addition, the State (through the Minister of Lands and Natural Resources) may suspend or cancel a mining lease if the holder has failed other than for good cause, for a period of two years or more, to carry out any or a material part of their programme or mineral operations.

Before the suspension or cancellation of a mineral right or mining lease, the mineral right or mining lease holder must be given notice requiring the remedy of the breach within a reasonable period (which should be more than three months) or show cause to the reasonable satisfaction of the minister as to why the breach cannot be remedied.²¹⁰

Efforts must be made through mutual discussion to reach amicable settlements regarding disputes resulting from the suspension or cancellation of a mineral right or mining lease between the minister and a holder of mining lease and where the matter is unresolved amicably within thirty (30) days;

• in the case of a Ghanaian holder, the dispute may be submitted to arbitration for settlement in accordance with the Alternative Dispute Resolution Act, 2010 (Act 798) (“ADR Act”), or

• in the case of a foreign holder, to arbitration in accordance with such international machinery for resolution of investment disputes as may be agreed by the parties or, if no agreement exists, then:

– the framework of a bilateral or multilateral agreement on investment protection to which Ghana and the foreign holder’s nation are parties; or

– if no such agreement exists, the rules of procedure for arbitration of the United Nations Commission on International Trade Law (“UNCITRAL”).²¹¹

Oil & Gas

The Petroleum (Exploration and Production) (General) Regulations, 2018 (LI 2359) (“Petroleum Regulations”), issued under the Petroleum (Exploration and Production) Act, 2016 (Act 919) (“Petroleum Act”), require that any petroleum agreement must specify the procedures for termination, including the criteria that entitle the parties to terminate the agreement.²¹²

Subject to the procedures for termination agreed in a petroleum agreement, the Minister of Energy may terminate the petroleum agreement where there is a substantial failure by a contractor to comply with material provisions of:

• the relevant petroleum agreement;

• the Petroleum Act;

• the Petroleum Regulations; or

• any other relevant applicable law.

In line with the Petroleum Regulations, Ghana’s Model Petroleum Agreement²¹³ does include a termination provision, which set outs the circumstances in which the State may terminate Petroleum Agreements including, amongst others:

• the deliberate submission of false or misleading information;

• an assignment of the agreement contrary to its terms;

• the insolvency or bankruptcy of a contractor party;

• the intentional extraction by the contractor of any minerals other than those authorized under the Petroleum Agreement; and

• certain material breaches of the petroleum agreement.

Under the Model Petroleum Agreement, where the State believes an event   enabling the termination of a Petroleum Agreement has occurred, the State must serve a written notice to the contractor describing the event and the contractor shall have thirty (30) days to put the appropriate remedial action in place.²¹⁴

Where the contractor fails to do so, the State may issue a notice of termination to the contractor which shall effectively terminate the Petroleum Agreement thirty (30) days after it has been received.²¹⁵

Where the contractor disputes that an event giving rise to the termination of the Petroleum Agreement by the State has arisen or that such event has been remedied, that contractor may at any time up to the effective day of the notice of termination refer the dispute to international arbitration under the terms of the petroleum agreement.

The Model Petroleum Agreement provides for disputes – including any dispute relating to termination – to be resolved through arbitration administered by the International Chamber of Commerce ( “ICC”) and adopting the Rules of arbitration of the ICC ( “ICC Rules”).²¹⁶ Where such dispute is referred to the ICC, the State may only terminate the Petroleum Agreement in accordance with the terms of any resulting arbitration award.

Renewable Energy

Under the Renewable Energy Act, a person aggrieved by the refusal of the Energy Commission’s board to grant, renew, modify, suspend or cancel a licence may send a formal complaint to the Minister of Energy within thirty (30) days of the board’s decision and the Minister shall investigate and take a decision in respect of the complaint or set up an arbitration panel under the Alternative Dispute Resolution Act, 2010 (Act 798) to settle the matter amicably with the aggrieved person. The aggrieved person may further pursue the matter in the High Court, where the Minister fails to make a decision or no amicable settlement is reached by the arbitration panel.²¹⁷

b) Expropriation of property rights by the state

As noted above, the Ghanaian constitution includes a general prohibition on the State taking possession of or acquiring any property of any description, or interest in or right over any property, of any person, unless specific conditions are satisfied,²¹⁸ namely:

• the taking of possession or acquisition must be necessary in the interest of defence, public safety, public order, public morality, public health, town and country planning or the development or utilization of property in such a manner as to promote the public benefit; and

• the necessity for the acquisition is clearly stated and is such as to provide reasonable justification for causing any hardship that may result to any person who has an interest in or right over the property.

Compulsory acquisition of property by the State is required to only be made under a law which specifically makes provision for that acquisition and, amongst other things, provides for the prompt payment of fair and adequate compensation and a right of access to the High Court by any person who has an interest in or right over the property whether direct or on appeal from any other authority, for the determination of his interest or right and the amount of compensation to which he is entitled.²¹⁹

c) Lawsuits brought against projects

As a general matter, members of the public may bring environmental actions against undertakings that pollute and destroy the environment. The courts have emphasized the importance of public interest litigation pertaining to environmental protection²²⁰ and historically recognized the right of every Ghanaian to ensure compliance of the duties imposed on all persons and bodies duly appointed to protect the environment.²²¹ There is precedent for the Ghanaian courts ruling against the EPA and the Minerals Commission for breaching their statutory obligations to monitor and control activities likely to impact the environment, alongside a mining company that caused extensive environmental damage that failed to minimize environmental degradation and to rehabilitate affected areas.²²² The courts have required that a plaintiff must show that a defendant has breached its statutory duties and obligations to found civil liability in favour of the class of people that the plaintiff belongs to. The plaintiff must also show that the class has suffered a damage which statute is meant to prevent.²²³

In addition, sector specific legislation may also be relevant. We consider the mining, oil and gas and renewable energy sectors here, as they are most relevant in the context of this toolkit.

• Oil & Gas: All persons carrying out petroleum activities are strictly and jointly or severally liable for any pollution damage caused by or resulting from the petroleum activities and are required to provide adequate compensation for claims of pollution damage, and a claim for compensation for pollution damage may be made against the petroleum operator.²²⁴

• Mining: Holders of mineral rights or licences are also required to pay compensation for the use of the land, disturbance of the rights of the owner or occupier and destruction of crops to the owner of the land.²²⁵

An owner or lawful occupier of land affected by a mineral right, who is dissatisfied with the terms of compensation offered by the holder of the mineral right or as determined by the Minister, may apply to the High Court for a review of the determination by the Minister.²²⁶

• Renewable energy: A licensee who fails to meet any required standard of performance may be required by the Energy Commission to pay compensation to any person adversely affected as a result of the failure. This compensation does not limit the right to any other remedy which may be available to the complainant at law.²²⁷

d) Types of ADR available

As noted above, contracting parties in Ghana may agree to refer disputes arising under their agreement to any person or institution for arbitration by stipulating this in a clause in the agreement or executing a separate arbitration agreement. Please see further details under “Access to international arbitration” above.

In addition, some sector-specific legislation requires the use of ADR methods. For example:

• Oil & Gas: The Model Petroleum Agreement provides for disputes to be resolved through arbitration administered by the  ICC and adopting the ICC Rules,²²⁸ and the State may only terminate the Petroleum Agreement in accordance with the terms of any resulting arbitration award.

• Mining: Disputes between mineral rights holders and the State under the Minerals and Mining Act may:

– in the case of a Ghanaian holder, be submitted to arbitration for settlement in accordance with the ADR Act, or

– in the case of a foreign holder, to arbitration in accordance with such international machinery for resolution of investment disputes as may be agreed by the parties or, if no agreement exists, then:

• the framework of a bilateral or multilateral agreement on investment protection to which Ghana and the foreign holder’s nation are parties; or

• if no such agreement exists, the UNCITRAL rules.²²⁹

• Renewable Energy: The Renewable Energy Act empowers:

– the Energy Commission’s board, on its own initiative or at the request of a licensed person to set up an arbitration panel under the ADR Act to arbitrate and settle any dispute arising between licensees that cannot reach an agreement;²³⁰ and

– the Minister responsible for Energy to set up an arbitration panel under the ADR Act to settle the matters relating to the refusal of the Energy Commission’s board to grant, renew, modify, suspend or cancel a licence.²³¹

e) Transparency and corruption risk;

In Transparency International’s most recent Corruption Perceptions Index, Ghana ranked 72 out of 180 countries, with a score of 43/100.

Ghana signed the United Nation Convention against Corruption in 2004 and ratified it in 2007 and is also a signatory to the African Union Convention on Preventing and Combating Corruption, which was signed in October 2003 and ratified by parliament in June 2007.

Ghana does not have a dedicated domestic anti-bribery and corruption legal regime. Instead, bribery and corruption matters are dealt with as part of Ghana’s general criminal law. For example, the Criminal Offences Act, 1960 (Act 29) includes provisions relating to corruption and bribery of public officials.²³² In recent years, Ghana has implemented several laws and regulations aimed at combating bribery and corruption, including the Economic and Organized Crime Act, 2010 (Act 804) and the Economic and Organised Crime Office (Operations) Regulations, 2012 (L.I.2183) passed thereunder, the Anti- Money Laundering Act, 2020 (Act 1044), the Anti-Terrorism Act, 2008 (Act 762) and the Anti-Terrorism Regulations, 2012 (L.I 2181) passed thereunder as amended, the Office of the Special Prosecutor Act, 2017(Act 959) and the Whistle blower Act, 2006 (Act 720).

The Commission on Human Rights and Administrative Justice (“CHRAJ”) is responsible for the protection of fundamental human rights and the administrative of justice. It also serves as an anticorruption agency for the public sector. Its mandate among other things is to investigate complaints of violations of fundamental rights and freedoms, injustice, corruption, abuse of power and unfair treatment of any person by a public officer in the exercise of his/her official duties.²³³

The Office of the Special Prosecutor has also been established as a specialized agency to investigate cases of alleged or suspected corruption and corruption related offences involving public officers and politically exposed people in Ghana in the performance of their duties, and private sector persons,²³⁴ and to recover the proceeds of corruption and corruption-related offences and take steps to prevent corruption.²³⁵

_{209. Sections 68(1) and 69(1) of the Minerals and Mining Act, 2006.}

_{210. Sections 68(2) and 69(2) of the Minerals and Mining Act, 2006.}

_{211. Sections 27 and 69(3) of the Minerals and Mining Act, 2006 (Act 703).}

_{212. Regulation 31(1) of the Petroleum (Exploration and Production (General) Regulations, 2018 (L.I. 2359).}

_{213. Model Petroleum Agreement of Ghana, 2023.}

_{214. Article 25.4 of the Model Petroleum Agreement of Ghana, 2023.}

_{215. Article 25.5 of the Model Petroleum Agreement of Ghana, 2023.}

_{216. Article 25.5 and Article 26 of the Model Petroleum Agreement of Ghana, 2023.}

_{217. Section 17 of the Renewable Energy Act, 2011 (Act 832) (as amended by Act 1045).}

_{218. Article 20(1) of the Constitution.}

_{219. Article 20 (1), (2) and (5) of the Constitution.}

_{220. Center for Public Interest Law v. TOR [2007] JELR 91705 (HC) and Center for Public Interest Law & Anor v. Environmental Protection Agency & 2 Ors [2009] JELR 111182 (HC).}

_{221. Center for Public Interest Law & Anor v. Environmental Protection Agency & 2 Ors [2009] JELR 111182 (HC).}

_{222. Center for Public Interest Law & Anor v. Environmental Protection Agency & 2 Ors [2009] JELR 111182 (HC).}

_{223. Kuni v. State Gold Mining Cooperation and Another [1978] GLR 205 H.C affirmed in Center for Public Interest Law & Anor v Environmental Protection Agency & 2 Ors (High Court) Suit Number A(EN) 1/2005.}

_{224. Sections 83 and 84 of Petroleum (Exploration and Production) Act, 2016 (Act 919).}

_{225. Section 73 and 94 of the Minerals and Mining Act, 2006 (Act 703).}

_{226. Section 75 of the Minerals and Mining Act, 2006 (Act 703).}

_{227. Section 27(3) and 4(a) of the Energy Commission Act, 1997 (Act 541).}

_{228. Article 25.5 and Article 26 of the Model Petroleum Agreement of Ghana, 2023.}

_{229. Sections 27 and 69(3) of the Minerals and Mining Act, 2006 (Act 703).}

_{230. Section 18 of the Renewable Energy Act, 2011 (Act 832) (as amended by Act 1045).}

_{231. Section 17(2)(b) of the Renewable Energy Act, 2011 (Act 832) (as amended by Act 1045).}

_{232. Sections 239, 240, 241, 242, 243, 244, 245, 252 and 253 of the Criminal Offences Act, 1960 (Act 29).}

_{233. Article 218(a) of the Constitution.}

_{234. Long title of the Office of the Special Prosecutor Act, 2017 (Act 959).}

_{235. Section 2 of the Office of the Special Prosecutor Act, 2017 (Act 959).}

_‍

There is no dedicated regime under Ghanaian law for the environmental duty of care, remediation, and rehabilitation; however, it is contained in various areas of the law as detailed below.

• Mining: Holders of mineral rights must compensate the owners or lawful occupiers of lands subject to the mineral rights for any disturbances of the owner or occupier’s rights. The amount of compensation payable will be determined by agreement between the parties; if they are unable to agree, the Minister for Lands and Natural Resources in consultation with the Lands Commission will determine the compensation payable, including by resettlement if preferred. ²³⁶

As mentioned above, companies undertaking mining activities must also submit environmental impact assessments to the EPA, including mitigation and management of adverse effects on the environment.²³⁷ The EPA may suspend, cancel, or revoke an environmental permit or certificate where a company fails to comply with mitigation commitments. The breaching company may also face a fine of up to GHS 2 million (and GHS 200,000 for each day that the offence continues) and/or imprisonment of up to one year.²³⁸

An accident or dangerous occurrence resulting from mining operations that is due to negligence or incompetence of a permit or certificate holder may result in the cancellation or suspension of the permit or certificate or any other penalty imposed by the Chief Inspector of Mines.²³⁹

• Water resources: People who unlawfully pollute or foul a water resource beyond the level that the EPA prescribes commit an offence and face a penalty of up to GHS 6,000 and/or up to one year in prison.²⁴⁰

• Public health: Under the Public Health Act, 2012 (Act 851) business in noxious or offensive trade is prohibited. It is an offence to: (i) carry on a business in noxious trade or offensive matter at a place or cause or permit such business to continue; (ii) to keep animals at a place to impair or endanger public health, cause damage to land and other goods, materially interrupt the public, or materially affect property value; and (iii) to pollute water to be used for human or animal consumption. Noxious trade is defined as the carrying out of an offensive or noisy business at a place or causing or permitting offensive or noisy business to continue, and such business may be for gain or charity. For a first offence, the fine is up to GHS 9,000 and/or up to three years in prison. For each day the offence continues or is repeated, there will be both a fine of up to GHS 9,000 and imprisonment of up to three years.²⁴¹

• Cocoa: It is an offence to destroy cocoa without written permission from the Minister for Food and Agriculture or for purposes other than horticultural husbandry. A person convicted must pay compensation for the value of the plant(s) destroyed as set by the Minister in addition to a fine of up to GHS 3,000 and/or up to three months in prison. ²⁴²

• Oil & Gas: Pollution damage – damage or loss caused by the alteration of the physical, thermal, chemical, biological or radioactive properties of any part of the environment by discharging, emitting or depositing substances or wastes so as to affect any beneficial use adversely, cause a condition which is potentially hazardous to public health, safety or welfare or to animals or plants, or cause a contravention of any condition, limitation or restriction subject to a licence – may attract liability and require compensation.²⁴³ Those who carry out petroleum activities are strictly liable for pollution damage caused by or resulting from those activities. Where multiple offenders are involved, they will be held jointly and severally liable. Where the pollution damage is due to petroleum activities conducted without proper authorisation, the person conducting them and any other person who took part and knew or should have known that it was conducted without authorisation will be held strictly liable. The licensee, contractor, sub-contractor or the Ghana National Petroleum Corporation must take the necessary measures to remedy pollution caused within a time set by the Petroleum Commission or the Minister for Energy.²⁴⁴ Claims for compensation for pollution damage may also be brought; where there are several contractor parties under a petroleum agreement or several licencees under a licence, such claims may be brought against the operators.²⁴⁵

• Renewable energy: Renewable energy producers have an express duty to comply with the terms of their environmental impact assessment permit.²⁴⁶

The board of the EPA may also serve a person responsible for an undertaking that poses a serious threat to the environment or to public health with an enforcement notice that outlines steps to prevent or stop the offending activities.²⁴⁷ The Water Resources Commission similarly may serve an enforcement notice where the use of water resources poses a serious threat to the environment or to public health, however the penalty is a fine of between GHS 180 and 3,000 (and GHS 60 for each day the offence continues) and/or imprisonment of up to one year.

In addition to the statutory penalties listed above, entities may also face civil liability in tort for environmental contamination affecting third parties. As noted above, the courts have emphasized the importance of public interest litigation pertaining to environmental protection. ²⁴⁸

In addition, certain industries – particularly in the extractive sector – impose decommissioning and reclamation, rehabilitation or abatement obligations on companies. For example:

• Mining: In the mining sector, the holder of mining rights must, prior to beginning its operations, and as part of the application process for an environmental permit, enter into a reclamation security agreement with the EPA.²⁴⁹ This usually requires the holder of the mining rights to pay specified amounts to an interest-yielding account for the duration of the mining operations.

Before closing a mine site, the holder of a mining lease must satisfy the Chief Inspector of Mines that each source of potential pollution and component of the mining project that is to be closed is designed to be stable in the long term.²⁵⁰

Where the mineral rights holder defaults in reclaiming the mined land, the EPA will call on the monies paid in respect of the bond to reclaim the land.

• Oil & Gas: Under the Petroleum Act and the Petroleum (Exploration and Production) (Health, Safety and Environment) Regulations, 2017 (L.I. 2258), a licensee or contractor under a petroleum agreement must submit to the Minister of Energy a decommissioning plan within a period not exceeding five years and no later than two years before the anticipated permanent cessation of operations. If the licence or petroleum agreement is terminated before its expiration date, the licensee or contractor must submit the decommissioning plan within 90 days of termination. The decommissioning plan should provide a comprehensive proposal for shutting down operations and disposing of petroleum facilities, with no further use in petroleum activities at the current site.²⁵¹

_{236. Sections 73-74 of the Minerals and Mining Act, 2006 (Act 703).}

_{237. Regulation 3 and Regulation 330 of the Environmental Assessment Regulations, 1999 (L.I. 1652).}

_{238. Regulation 26(1)(e) and Regulation 29(f) of the Environmental Assessment Regulations, 1999 (L.I. 1652).}

_{239. Regulation 18 of the Minerals and Mining (Health, Safety and Technical) Regulations, 2012 (L.I. 2182).}

_{240. Section 24 of the Water Resources Commission Act, 1996 (Act 522).}

_{241. Sections 54-55 of the Public Health Act, 2012 (Act 851).}

_{242. Sections 1, 2, 3,5, and 7 of the Economic Plants Protection Act, 1979 (A.F.R.C.D. 47).}

_{243. Section 95 of the Petroleum (Exploration and Production) Act, 2016 (Act 919).}

_{244. Section 83 of the Petroleum (Exploration and Production) Act, 2016 (Act 919).}

_{245. Section 4(1) of the Petroleum (Exploration and Production) Act, 2016 (Act 919).}

_{246. Section 45(c) of the Renewable Energy Act, 2011 (Act 832).}

_{247. Section 13 of the Environmental Protection Agency Act, 1994 (Act 490).}

_{248. Center for Public Interest Law v. TOR [2007] JELR 91705 (HC) and Center for Public Interest Law & Anor v. Environmental Protection Agency & 2 Ors [2009] JELR 111182 (HC).}

_{249. Regulations 14(4) and 23 of the Environmental Assessment Regulations, 1999 (L.I. 1652).}

_{250. Regulation 274 of the Minerals and Mining (Health, Safety and Technical) Regulations, 2012 (L.I. 2182).}

_{251. Section 43(1)-(3), (5) of the Petroleum (Exploration and Production) Act, 2016 (Act 919) and Regulation 168 of the Petroleum (Exploration and Production) (Health, Safety and Environment) Regulations, 2017 (L.I. 2258).}

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Acts & Constitutional Instruments

• Alternative Dispute Resolution Act, 2010 (Act 798)

• Anti- Money Laundering Act, 2020 (Act 1044)

• Anti-Terrorism Act, 2008 (Act 762)

• Atomic Energy Commission Act 2000 (Act 588)

• Bui Power Authority Act 2007 (Act 740)

• Community Water and Sanitation Agency Act, 1998 (Act 564)

• Companies Act, 2019 (Act 992)

• Constitution of the Republic of Ghana, 1992 as amended by the Constitution of the Republic of Ghana (Amendment) Act, 1996 (Act 527)

• Control and Prevention of Bushfires Act, 1990 (PNDCL 229)

• Courts Act, 1993 (Act 459)

• Criminal Offences Act, 1960 (Act 29)

• Economic and Organized Crime Act, 2010 (Act 804)

• Economic Plants Protection Act, 1979 (AFRCD 47)

• Emissions Levy Act, 2023 (Act 1112)

• Energy Commission Act, 1997 (Act 541)

• Energy Sector Levies Act, 2015 (Act 899) as amended by Energy Sector Levies (Amendment) Act, 2021 (Act 1064)

• Environmental Protection Agency Act, 1994 (Act 490)

• Factory, Offices and Shops Act, 1970 (Act 328)

• Foreign Exchange Act, 2006 (Act 723)

• Forest Plantation Development Fund Act, 2000 (Act 583) as amended by the Forest Plantation Development Fund (Amendment) Act, 2002 (Act 623)

• Forest Protection Decree 1974 (NRCD 243)

• Forest Protection Act, 1974 (NRCD 243) as amended by the Forest Protection (Amendment) Act, 2002 (Act 624)

• Forestry Commission Act, 1999 (Act 571)

• Ghana Investment Promotion Centre Act, 2013 (Act 865)

• Ghana National Petroleum Corporation Act, 1983 (PNDCL 64)

• Health, Safety, Security and Environment Manual for Energy Sector Organisations (2019)

• High Court (Civil Procedure) Rules, 2004 (C.I 47)

• Kimberley Process Certificate Act, 2003 (Act 652)

• Labour Act, 2003 (Act 651)

• Land Act, 2020 (Act 1036)

• Local Governance Act, 2016 (Act 936)

• Minerals and Mining Act, 2006 (Act 703)

• Minerals Commission Act, 1993 (Act 450)

• National Pensions Act, 2008 (Act 766)

• National Petroleum Authority Act, 2005 (Act 691)

• Office of the Special Prosecutor Act, 2017(Act 959)

• Petroleum (Exploration and Production) Act, 2016 (Act 919)

• Petroleum Commission Act, 2011 (Act 821)

• Public Health Act, 2012 (Act 851)

• Public Private Partnerships Act, 2020 (Act 1039)

• Public Procurement Act, 2003 (Act 663)

• Public Utilities and Regulatory Commission Act 1997 (Act 538)

• Renewable Energy Act, 2011 (Act 832) as amended by the Renewable Energy (Amendment) Act, 2020 (Act 1045)

• Right to Information Act, 2019 (Act 989)

• Timber Resource Management Act, 1998 (Act 547), Act 547 as amended by the Forestry Commission Act, 1999 (Act 571) and Timber Resources Management (Amendment) Act, 2002 (Act 617)

• Trees and Timber Act, 1974 (NRCD 273) as amended by the Trees and Timber (Amendment) Act, 1994 (Act 493)

• Volta River Development Act 1961 (Act 46)

• Water Resources Commission Act, 1996 (Act 522)

• Whistle blower Act, 2006 (Act 720)

• Workmen’s Compensation Act, 1987 (PNDCL 187)

Regulations

• Anti-Terrorism Regulations, 2012 (L.I 2181)

• Bank of Ghana Notice No. BG/GOV/SEC/2019/05 Importation and Exportation of Foreign Currency (Cash Couriers)

• Bank of Ghana Notice No.BG/GOV/SEC/2007/3 Guidelines for the Foreign Exchange Act, 2006 (Act 723)

• Bank of Ghana, Suitable Banking Principles and Sector Guidance Notes (2019)

• Economic and Organised crime Office (Operations) regulations, 2012 (L.I 2183)

• Electrical Wiring Regulations 2011 (L.I. 2008)

• Electricity Regulations, 2008 (L.I. 1937)

• Electricity Supply and Distribution (Standards of Performance) Regulations, 2008 (L.I. 1935)

• Electricity Supply and Distribution (Technical and Operational) Rules, 2005 (L.I. 1816).

• Electricity Transmission (Technical, Operational, and Standards of Performance) Rules, 2008 (L.I. 1934)

• Energy Commission (Local Content and Local Participation) (Electricity Supply Industry) Regulations 2017 (L.I. 2354);

• Environmental Assessment Regulations, 1999 (L.I. 1652)

• Ghana Stock Exchange Disclosure Guidance Manual (2002)

• Ghana Stock Exchange, Ghana Fixed Income Market Rules (2022)

• Guidelines for the Formation of Joint Venture Companies in the Upstream Petroleum Industry of Ghana (2016)

• Labour (Domestic Workers) Regulations, 2020 (L.I. 2408)

• Labour Regulations, 2007 (L.I. 1833)

• Minerals and Mining (Explosives) Regulations, 2012 (L.I. 2177)

• Minerals and Mining (General) Regulations, 2012 (L.I. 2173)

• Minerals and Mining (Ground Rent) Regulations, 2018 (L.I. 2357)

• Minerals and Mining (Health, Safety and Technical) Regulations, 2012 (L.I. 2182)

• Minerals and Mining (Licensing) Regulations, 2012 (L.I. 2176)

• Minerals and Mining (Local Content and Local Participation) Regulations, 2020 (L.I. 2431)

• Minerals and Mining (Mineral Operations - Tracking of Earth Moving and Mining Equipment) Regulations, 2020 (L.I. 2404)

• Minerals and Mining (Support Services) Regulations, 2012 (L.I. 2174)

• Model Petroleum Agreement (2023)

• Occupational and Personal Pension Schemes (General) Regulations, 2011 (L.I. 1990)

• Petroleum (Exploration and Production) (Data Management) Regulations, 2017 (L.I. 2257)

• Petroleum (Exploration and Production) (General) Regulations, 2018 (L.I 2359)

• Petroleum (Exploration and Production) (Health, Safety and Environment) Regulations, 2017 (L.I 2258)

• Petroleum (Exploration and Production) (Measurement Regulations), 2016 (L.I. 2256)

• Petroleum (Local Content and Local Participation) Regulations, 2013 (L.I. 2204)

• Securities Industry (Green Bond) Guidelines (2024)

• Standard Mining Lease Agreement (2020)

• Timber Resources Management (Amendment) Regulations, 2003 (L.I. 1721)

• Timber Resources Management and Legality Licensing Regulations 2017 (L.I. 2254)

• Water Use Regulations, 2001 (L.I. 1692)

Policy Guidance

• 2024 Budget Statement and Economic Policy of Ghana

• African Union Climate Change and Resilient Development Strategy and Action Plan (2022-2032)

• Article 6 Annual progress Report, Carbon Market Office (2023)

• Convention on the Recognition and Enforcement of Foreign Arbitral Awards 1958 (New York Convention)

• Cooperation Agreement Between Swiss Confederation and the Republic of Ghana Towards Implementation of The Paris Agreement (2020)

• Electricity Plan (2021)

• Environmental Quality Guidelines for Ambient Air (EPA) (2020)

• Forest and Wildlife Policy (2012)

• Gas Master Plan (December 2015)

• Ghana 2021 Population and Housing Census Volume 1 (Preliminary Report) (September 2021)

• Ghana Annual Household Income Expenditure Survey (AHIES) Quarter 4 (2022) Labour Statistics Report

• Ghana Forest Plantation Development Strategy (2016–2040)

• Ghana Forest Plantation Strategy (GFPS) (2016-2040)

• Ghana Integrated Power Sector Master Plan (November 2019)

• Ghana National Energy Transition and Investment Plan (2023)

• Ghana’s Framework on International Carbon Market and Non-Market Approaches, Carbon Market Office (“Carbon Market Framework”) (2022)

• Ghana’s Intended Nationally Determined Contribution (INDC) and Accompanying Explanatory Note (2015)

• Glasgow Climate Pact, United Nations Framework Convention on Climate Change – Conference of the Parties serving as the meeting of the Parties to the Paris Agreement (13 November 2021)

• Guidelines for the Formation of Joint Venture Companies in the Upstream Petroleum Industry of Ghana (2016)

• Health, Safety, Security and Environment Manual for Energy Sector Organizations

• Medium Term Expenditure Framework for 2023-2026 published by the Ministry of Education (Programme Based Budget Estimates for 2023)

• National Action Plan to Mitigate Short-lived Climate Pollutants (2018)

• National Climate Change Master Plan (2015)

• National Climate Change Policy (2013)

• National Climate Change Policy Action Programme for Implementation (2015 – 2020)

• National Energy Statistical Bulletin (2023)

• National Energy Transition Framework (2022)

• National Infrastructure Plan by the National Development Planning Commission (NDPC) (originally, October 2017)

• National REDD+ Strategy (2016)

• Regional Climate Strategy, ECOWAS

• Renewable Energy Master Plan (February 2019)

• SEC Capital Markets Master Plan (2020 -2029)

• Strategic National Energy Plan (July 2019)

• Updated Nationally Determined Contribution under the Paris Agreement (2020 – 2030)

• Washington Convention on the Settlement of Investment Disputes between States and Nationals of Other States (1965)

Case Law

• BCM Ghana LTD v Ashanti Gold Fields LTD (2005 – 2006) SCGLR 602 – The Supreme Court held that courts must strive to uphold dispute resolution clauses in agreements and this it considered to be sound business practice.

• Center for Public Interest Law & Anor v. Environmental Protection Agency & 2 Ors [2009] JELR 111182 (HC) – The High Court ruled against the EPA and the Minerals Commission, concluding that they had failed in their duties to monitor and control a licensee’s activities that adversely impacted the environment.

• Center for Public Interest Law v. TOR [2007] JELR 91705 (HC) – The High Court emphasized the importance of public interest litigation pertaining to environmental protection, noting it ought to be encouraged, as it evaluated whether the Tema Oil Refinery was negligent in allegedly spilling oil into a lagoon.

• Kuni v. State Gold Mining Cooperation and Another [1978] GLR 205 H.C - The Court held that a person authorized by statute or bound by a contract to do a particular work could not escape responsibility by contracting with another person to do it. The defendants in this case had failed to adhere to the provisions of the then Mining Regulations, 1970 (L.I. 665) and were therefore held liable for negligence which resulted in the plaintiff’s suffering.

• The Republic v High Court, Tema Ex Parte; My Shipping PVT Limited, Dee Jones Petroleum & Gas LTD & ORS (interested parties) (SC) Civil Motion No. J5/19/2010 delivered on 29 April 2010: The Supreme Court affirms the position of the then section 40(1) of the Arbitration Act, 1961 (Act 38), now section 7 of the Alternative Dispute Resolution Act, 2010 (Act 798),which states that where a party to an arbitration agreement commences legal proceedings, the other party may timeously apply to the court to stay proceedings.

• The Republic v. High Court (Commercial Division) Accra, Ex Parte: Attorney General & Others (Civil appeal no. J5/10/2013): The Supreme Court determined that it was generally not obliged to enforce the orders of the International Tribunal on the Law of the Sea since the United Nations Convention on the Law of the Sea (“UNCLOS”) had not been incorporated into Ghanaian law. However, it was held that provisions of UNCLOS which have become customary international law may be given effect in Ghanaian law.

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The Supreme Court has held that customary international law is directly part of Ghanaian law through common law, subject to not being in contravention of any domestic laws or court decisions.²⁵² However, even when ratified, treaties are not part of domestic law until they are incorporated into Ghanaian law by legislation.  

In relation to access to international dispute resolution procedures, please see our response under “Access to international arbitration” above.²⁵³

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As can be seen from the other responses in this toolkit, Ghana does not yet have a consolidated climate change legal regime.

The regulatory landscape is, rather, made-up of a patchwork of provisions the Constitution and across different generally applicable and sector specific laws and regulations.

In particular, Ghana does not yet have any statutes that are specifically targeted at combating climate change and there is not yet any regulation specifically regulating Ghana’s participation in the carbon markets and its Article 6 activities.

Instead, Ghana’s climate change regulation is largely policy based. For example, Ghana’s participation in the Carbon markets is largely governed by the Carbon Market Framework.

A policy-based approach does provide flexibility and innovation, as can be seen from Ghana’s early mover participation in Article 6 voluntary cooperation arrangements, for example, but it may also lead to a lack of certainty and difficulty in enforcement. For example, key issues, such as the legal definition of carbon and ownership rights to mitigation outcomes and other carbon credits, have not yet been properly addressed in Ghanaian law.

In addition, some of the key legislation that is in place is now quite old. The EPA Act dates from 1994 and the EA Regulations date from 1999, for example, and, as a result, do not clearly align with the Government’s current climate change priorities. There is not, for example, any express requirement in the EA Regulations for Environmental Impact Assessments to consider climate change issues.

The positive news is that the Ghanaian Parliament is currently considering the EPA Bill which does, amongst other things, introduce a new set of provisions specifically relating to climate change.²⁵⁴ Some of the key climate change related changes proposed in the EPA Bill include the following:

• EPA Authority. The EPA Bill mandates the EPA to collaborate with all relevant stakeholders to formulate climate change response,²⁵⁵ and empowers the EPA to identify and promote climate technologies, green practices and capacity building,²⁵⁶ as well as confirming that the EPA will serve as the designated national authority for international carbon market and non-market approaches.

• Climate Change Impact. The EPA Bill requires the EPA to support the formulation of adaptation plans to enhance the resilience and adaptive capacity of human and ecological systems to the impacts of climate change.

• Low-emission Development Measures. The EPA Bill requires the EPA To collaborate with relevant national, local and private sector institutions to support the low-emission development measures and minimise the impacts arising from the implementation of mitigation policies and programmes in the country or internationally.

• Ghana Carbon Registry. The EPA Bill establishes the Ghana Carbon Registry, the Ghanaian database for recording carbon market project activities at both national and international levels.

• Carbon Market Framework. The EPA Bill provides a statutory basis for the Carbon Market Office and the Carbon Market Office’s Framework on International Carbon Market and Non-Market Approaches.

• Climate Change Reporting. The EPA Bill provides that the EPA will coordinate the preparation, review and communication of international climate change reports required to the UNFCCC and other parties.

• Greenhouse Gas Emission Mitigation Ambition Fund. The EPA Bill establishes this fund, which is dedicated to financing the implementation of mitigation activities, including the implementation of a bilateral cooperative approach for the creation of authorised internationally transferred mitigation outcomes.

The Greenhouse Gas Emission Mitigation Ambition Fund is to be funded through a “corresponding adjustment fee” which is payable to the EPA by any mitigation activity developer or an entity that acquires mitigation outcomes.

_{254. Part Five (Climate Change) of the Environmental Protection Bill, 2023.}

_{255. Section 144 of the Environmental Protection Bill, 2023.}

_{256. Section 147 of the Environmental Protection Bill, 2023.}

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