Governance

Most companies write governance documents when a lender or an investor asks for them. We wrote ours before seeking either.

The Corporate Legal & Governance Framework runs to five volumes and an HR handbook, and to several hundred articles in total.

The framework

What the framework contains

The BlueHarbor board table where the governance framework is reviewed
Volume I
Constitution
204 Articles
Volume II
Shareholders' Agreement
105 Articles
Volume III
Board Charter
89 Articles
Volume IV
Delegation of Authority
54 Articles
Volume V
Governance Manual
174 Articles
—
HR Policies & Employee Handbook
172 Articles

Four provisions worth knowing

  1. 01

    One authority ladder

    A single authority ladder governs every commitment the Company makes.

  2. 02

    Controls sized to the company we are

    The control framework is scaled to the Company as it stands today, with six non-waivable interim controls in force until a Finance Lead is appointed.

  3. 03

    Independence with a trigger

    Two Independent Non-Executive Directors are required within six months of the first external investment or lender facility, against a seven-limb independence test.

  4. 04

    Emergency authority, capped

    Where authority must be exercised urgently it is limited in scope and answerable after the fact, and there are four matters it can never be used for.

The Board comprises six Directors. Three hold executive office within the Company and three serve in a non-executive capacity, including the Chairman. The Constitution sets the trigger and the criteria for the appointment of Independent Non-Executive Directors as the Company scales.

Auditable commitments

What a counterparty can hold us to

Anti-bribery, including a prohibition on facilitation payments; anti-money-laundering; and modern slavery. Each is an operative provision of the framework rather than a statement of intent.

Data protection

Personal data is processed under Ghana's Data Protection Act, 2012 (Act 843). Identity documents are held in private storage and are never exposed through a public link; where a member of staff needs to view a document, the platform issues a short-lived access link that expires within sixty seconds. Access to candidate data is restricted by role and enforced by the database, and board-level reporting carries no personal data.