Bank of Ghana Governance Rules Explained: A Guide for Fintechs and Payment Providers in 2025
Ghana’s fintech industry is experiencing a significant transformation.
The Bank of Ghana (BoG) has introduced sweeping Corporate Governance Guidelines for all Payment Service Providers (PSPs), effective December 31, 2025. If your company operates in Ghana’s digital payments ecosystem, these new rules demand immediate attention, as they affect your board structure, internal controls, reporting requirements, and executive appointments. The new guidelines (available here) will test not only the maturity of the country’s digital payments ecosystem but also the seriousness of its founders and boards. Here’s a practical breakdown of what these new regulations mean and how you can stay compliant.
Who Is Affected?
The guidelines affect nearly all licensed Payment Service Providers (PSPs) in Ghana, including mobile money operators, e-wallet platforms, and full-scale payment technology providers. At the heart of the reform is board independence, structure, and accountability.
New Board Composition Requirements
Companies must now maintain a board of at least three directors, with at least two resident in Ghana. This is a major change; the Companies Act 2019 mandated that one director only be resident in Ghana. The majority of Directors must be non-executive, and for major players like Dedicated Money Issuers (DEMIs) and Enhanced PSPs (EPSPs), at least a third of the board must be independent.
The guidelines go further:
• The CEO and Board Chair cannot be the same person
• Audit and Risk Committees are now mandatory
• Key executives, including the CFO, CTO, and Risk & Compliance Manager, require prior approval from the central bank before being appointed.
• Quarterly board meetings, meeting minutes, and external board evaluations are now part of the reporting regime, and meeting minutes must be submitted to the BOG within 10 days of approval.
• Independent Directors cannot hold more than 5% equity in the company, have been employed by the company in the last 2 years, or are related to key management. They also cannot serve on multiple boards with other members.
• The Chair must be a non-executive director, limited to a 4-year term (with one renewal).
• Additionally, your Board charter must be reviewed every three years and submitted to the Bank of Ghana.
Failure to comply can lead to the removal of directors by the BOG, licenses being revoked, and officers being held personally liable for failures in oversight. For some, the transition will be uncomfortable, and for others, it will be an opportunity to scale on stronger foundations.
What Needs to Happen Now
Companies have just six months to prepare. That means:
• Conducting a governance gap analysis
• Restructuring boards where needed
• Drafting or revising board charters
• Formalizing committee structures
• Seeking regulatory approval for key executives
• Scheduling evaluations and certification for directors
The fintech ecosystem should also expect follow-up scrutiny. The BoG is likely to request documentation, evaluate governance culture, and investigate red flags, especially where past compliance issues exist.
Strategic Takeaways for Fintech Players
1. Start early: Don’t wait until Q4 to begin restructuring. For example, you will need to invest in Director training and certification, and enhanced reporting processes.
2. Think beyond compliance: Good governance builds investor confidence, operational stability, and long-term growth.
3. Get expert support: These guidelines are complex. You’ll need practical, professional advice to navigate them.
4. Build scalable structures: Set up governance frameworks that support expansion, future funding, and cross-border regulation.
Compliance Deadline
While transitional provisions may apply, BoG expects full compliance by year-end. The sooner you begin, the smoother your path to compliance and continued operation will be.
Need help aligning with the Bank of Ghana’s new governance framework?
Ghana’s new governance rules mark a turning point in how fintech companies operate. These aren’t just compliance obligations; they are a blueprint for building trustworthy, resilient, and investment-ready businesses.
The cost of compliance is real, but the cost of non-compliance is both in regulatory consequences and lost credibility.
Scribe Advisory provides expert board structuring, charter drafting, director training, and compliance support tailored to Ghana’s fintech sector.
Contact us today to begin your compliance journey with confidence.