Ghana’s digital finance sector has grown rapidly, with mobile money transactions exceeding GHS 1.9 trillion in 2024. Fintechs and e-money issuers now play a central role in payments, savings, and remittances, serving millions daily. But with scale comes risk. The sector’s stability is now closely tied to the wider financial system. Recognising this, the Bank of Ghana has moved to enforce stricter governance standards for entities operating under the Payment Systems and Services Act, 2019 (Act 987) (the PSSA).
In June 2025, the Bank of Ghana issued the Corporate Governance Guidelines for Payment Service Providers (the Guidelines),[1] establishing key rules on board structure, executive responsibility, internal controls, and risk oversight. The aim is to embed strong corporate governance across the sector and treat digital finance operators with the same regulatory seriousness as banks. Entities operating under the PSSA are expected to comply fully by 31 December 2025.
In this briefing, we set out the key requirements of the Guidelines and highlight the immediate governance actions institutions must take to meet the Bank of Ghana’s expectations.
Board composition and independence
The Guidelines reinforce the existing requirement under the PSSA that every regulated entity must have a minimum of 3 directors, at least 2 of whom, including the CEO, must be resident in Ghana. They build on the PSSA by prescribing more detailed rules on board composition and function.
Boards are now required to have a majority of non-executive directors, reflecting the Bank of Ghana’s expectation that decision-making must be independent of management. Dedicated Electronic Money Issuers (DEMIs) and Enhanced Payment Service Providers (EPSPs) must also ensure that at least one-third of board members qualify as independent directors. An independent director is expected to exercise objective, impartial judgment without undue influence from management or external parties.
To guard against conflicts and concentration of influence, no more than one-third of the board may be made up of related persons. “Related persons” is defined broadly to include immediate and extended relatives of shareholders, directors, and key management. Importantly, no two related persons may serve simultaneously as board chair and CEO.
The board chair must be a non-executive director and is not permitted to chair any board committee. The Bank of Ghana may also, based on a regulated entity’s risk profile, recommend additional board appointments.
Appointment and tenure of directors
All directors must be appointed by the shareholders and approved by the Bank of Ghana. The tenure of non-executive directors is limited to 4 years per term, renewable for no more than 2 additional terms. The board chair’s term is similarly capped at 4 years, with only 1 possible renewal. Directors are also required to disclose all current board memberships and notify the regulated entity of any prospective appointments. This is intended to manage over boarding and preserve director effectiveness.
Regulated entities must also provide a formal induction programme for new directors, to be completed within 3 months of appointment. Directors are further required to obtain corporate governance certification every 4 years from the National Banking College or any other institution recognised by the Bank of Ghana.
Board oversight and functions
The Guidelines formalise the board’s responsibility for strategic oversight, risk governance, and executive accountability. Boards are expected to approve internal control systems, business strategy, and risk policies—including those covering cybersecurity and AML/CFT—and ensure management actions align with long-term objectives.
Every board must operate under a written charter. The charter must set out the board’s authority and define standards for its structure, ethics, skills, meeting frequency, appointment and removal processes, and director remuneration. The charter must be reviewed at least once every 3 years.
Boards must meet at least 4 times a year. Members are expected to attend a minimum of two-thirds of meetings annually, failing which the chair must recommend removal. Quorum is two-thirds of members, with a majority required to be non-executive directors.
Each board must also adopt a conflict-of-interest policy. This must include procedures for disclosure, abstention from votes where conflicts arise, and clear rules governing related party transactions to ensure they are conducted on an arm’s length basis.
Key management personnel
The Guidelines set out 5 core executive roles that must be filled by every regulated institution including the chief executive officer, technology and systems manager, compliance and risk manager, AML reporting officer, and chief finance officer. All appointments to these positions require prior written approval from the Bank of Ghana and must be supported by a full due diligence report. Acting appointments are permitted, but only for existing staff and for a maximum period of 6 months. No individual may hold key management positions across more than 1 regulated institution at the same time.
Code of conduct
Each regulated entity must adopt code of conduct that applies to directors, management, and staff. The code must promote ethical business practices, safeguard the entity’s integrity, and set clear standards for personal and professional behaviour. It must also cover insider trading, personal dealings in the entity’s securities (if any), and disciplinary consequences for breaches.
Disclosures
The Guidelines introduce specific recurring disclosure obligations to support regulatory oversight and transparency. Regulated institutions must:
- submit an annual list of significant shareholders, directors, and key management personnel to the Bank of Ghana by 31 March each year;
- share board meeting minutes with the Bank of Ghana within ten days of approval; and
- provide an annual board declaration confirming compliance with all relevant laws, regulations, and directives—together with a report on any identified weaknesses and the corrective actions taken.
Conclusion
The Guidelines signal the Bank of Ghana’s intent to treat PSPs, DEMIs, and other fintech operators as systemically important institutions, subject to the same governance standards as banks and specialised deposit-taking institutions. Many entities in the space that have grown rapidly, often without formal governance structures, must now reassess their board composition, internal controls, and senior management. Boards cannot treat this as a box-ticking exercise. Compliance will demand serious legal, structural, and operational changes. The 31 December 2025 deadline leaves little room for delay.
[1] Notice NO.BG/GOV/SEC/2025/17
