When you entrust your money to a bank or other financial institution, you expect the people running it to be capable. Those who own, control, manage or hold key positions in financial institutions must have the integrity, qualifications and experience needed to protect the interests of customers and the wider financial system. Anyone who falls short of this standard may be prevented from holding such positions. This is known as the “fit and proper persons” (FPP) standard.
The Bank of Ghana (BoG) has long applied the FPP standard. In July 2019, the BoG issued its Fit and Proper Persons Directive, 2019 (the 2019 FPP Directive) under the Banks and Specialised Deposit-Taking Institutions Act, 2016 (Act 930). In January 2026, the BoG and the Financial Intelligence Centre (FIC) jointly issued the Guidelines on Fit and Proper Persons for Accountable Institutions, 2026 (BOG/FIC-FPPAI Guidelines) (the 2026 FPP Guidelines).
This briefing compares the 2026 FPP Guidelines with the 2019 FPP Directive, highlighting the key changes and their practical implications for financial institutions and stakeholders.
Comparison of key changes
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Change |
2019 FPP Directive |
2026 FPP Guidelines |
Significance |
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Legal basis and scope of application |
Issued under section 92(1) of Act 930.
It applies to only banks, savings and loans companies, finance houses and financial holding companies. Other BoG-licensed or registered entities were not covered.
This meant a significant portion of the financial sector operated without a FPP framework, creating regulatory gaps. The explanatory notes to the 2019 FPP Directive acknowledged this limitation, noting that the BoG intended to subsequently provide an FPP framework for other financial institutions.
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Issued under section 4(1)(k) of the Bank of Ghana Act, 2002 (Act 612) (as amended) and section 52(5)(e)(i) of the Anti-Money Laundering Act, 2020 (Act 1044).
It applies to all Accountable Institutions, meaning all entities licensed and/or registered by the BoG. This now includes microfinance institutions, payment service providers, forex bureaux, and credit bureaux, addressing the previous regulatory gap. |
This embeds anti-money laundering and counter-terrorist financing (AML/CFT) objectives directly into the FPP framework, and extends coverage to previously excluded institutions. |
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Underlying principles |
Sets out 3 foundational principles of the FPP standard: (i) proportionality and case-by-case assessment, (ii) due process and fairness, and (iii) fit and proper assessment and ongoing supervision.
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Adds a new principle: preventing criminals from holding beneficial ownership, controlling interests or management functions in. Accountable Institutions.
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While the 2019 FPP Directive addresses criminal conduct through its reputation assessment criteria, this only applied to directorships, significant shareholders and key management positions.
The 2026 FPP Guidelines go further to elevate the prevention of criminal infiltration into financial institutions to a foundational principle, expressly targeting beneficial ownership and controlling interests (not only directorships, significant shareholders and key management positions).
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Assessment criteria for Significant Shareholders |
Significant shareholders (those directly or indirectly holding 5% or more of capital or voting rights) were assessed against 3 criteria: (i) financial integrity, (ii) reputation, and (iii) understanding of the banking business.
There was no specific requirement to verify source of funds or beneficial ownership at interview stage. |
Retains and broadens the criteria to include “any other relevant finding that may aid assessment and suitability”.
Assessment of Significant Shareholders at interview stage must now include: (i) verification of source of funds, (ii) identification of beneficial ownership, (iii) evaluation of cross-border relationships, and (iv) screening for adverse media reports.
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Strengthens due diligence on those who invest in and control financial institutions, making it harder for unsuitable persons to acquire stakes through unclear ownership structures. |
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Third-party service providers |
Not addressed. |
Introduces an assessment framework with 6 criteria: (i) licensing/registration, (ii) financial integrity, (iii) expertise, (iv) reputation, (v) absence of conflicts of interest, and (vi) anti-bribery and anti-corruption compliance.
Also introduces additional requirements for material outsourcing, including pre-contract due diligence, ongoing monitoring, and periodic reassessments.
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Accountable Institutions must vet external service providers. The board of directors oversee fitness and propriety assessments for all material outsourcing arrangements. This recognises the growing risks of outsourcing and third-party reliance. |
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Board oversight |
The board of directors must conduct due diligence and assessment of key management personnel, establish an FPP policy, and document the assessment processes used. |
Additionally, the board of directors must now (i) oversee fitness and propriety of material outsourcing arrangements (ii) ensure annual certification for heads of key control functions (iii) incorporate minimum screening standards and (iv) establish procedures for whistleblowing, data protection, records retention, and succession planning.
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This places significantly greater oversight obligations on boards of directors. |
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Board composition
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No specific requirements for board diversity policies or independent non-executive directors.
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Boards must now adopt and annually review a diversity policy covering skills, experience, background and gender, and must meet minimum requirements for independent non-executive directors |
Formal diversity policies and independent non-executive director requirements reflect modern corporate governance standards and international best practice, promoting balanced and effective board composition.
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Personnel assessments |
Key management must apply FPP assessment criteria to middle and lower management positions when recruiting. This must be done every 2 years. |
Assessments must now be conducted annually for all personnel in key functions (including risk, compliance, AML/CFT, finance, and internal audit).
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This doubles the assessment frequency for key personnel, reflecting higher regulatory expectations. |
Conclusion
The 2026 FPP Guidelines reflect the BoG’s commitment to aligning its regulatory framework with international best practices, particularly the Financial Action Task Force Recommendations, and to strengthening AML/CFT safeguards across the sector. They re-enact most operative provisions of the 2019 FPP Directive (either verbatim or in enhanced form) except for the provisions specifically incorporating certain portions of Act 930. The 2026 FPP Guidelines have not formally repealed the 2019 FPP Directive but rather preserve it. This may create unnecessary confusion given that the 2019 FPP Directive is now effectively redundant.
What is clear, however, is that the 2026 FPP Guidelines represent the substantive operative framework for FPP requirements. All BoG licensed and regulated institutions (not only those covered under Act 930) must now ensure compliance with these FPP requirements.
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