In the dynamic and highly regulated financial sector, Payment Service Providers (PSPs) play a critical role in the secure and efficient movement of funds. To ensure sound governance and operational integrity, the Payment Systems and Services Act, 2019 (Act 987) of Ghana mandates specific governance structures for these entities. Among the most crucial elements of this framework is the requirement for Key Management Personnel (KMP). The Bank of Ghana (BoG) has outlined the importance and composition of KMP for Dedicated Electronic Money Issuers (DEMI), PSPs, and Payment & Financial Technology Service Providers (PFTSP) etc.

Who Are Key Management Personnel?

Under Section 102 of Act 987, “key management personnel” refers to individuals responsible for making management decisions within a payment service provider, dedicated electronic money issuer, or similar financial institution. Specifically, the BoG Licensing Requirements identify the following roles as Key Management Personnel for PSPs: 

  1. Chief Executive Officer (CEO)
  2. Technology and Systems Manager
  3. Compliance and Risk Manager
  4. Finance Manager
  5. Anti-Money Laundering (AML) Reporting Officer

These individuals form the backbone of the governance and operational structure of PSPs, ensuring that the institution complies with regulatory requirements and maintains sound business practices.

Governance Responsibilities of Key Management Personnel

Section 18(6) of the Payment Systems and Services Act mandates that the key management personnel are responsible for maintaining an effective system of operations for payment services. This involves ensuring the institution’s systems and processes are functioning efficiently, securely, and in full compliance with regulatory frameworks, including cybersecurity, data protection, and anti-money laundering obligations.

Furthermore, KMPs must ensure that the PSP has the internal capacity to handle risks and emergencies, thereby protecting customer data and funds. Their duties directly impact the institution’s ability to maintain its license and operate under BoG’s regulations.

Roles and Functions of Key Management Personnel

Let’s get into the critical roles of each key management position:

  1. Chief Executive Officer (CEO): The CEO is the primary leader responsible for executing the company’s strategy and ensuring its compliance with laws and regulations. Under the governance framework, the CEO must be a resident of Ghana and serves as the point of accountability for both operational and financial performance. Their leadership is crucial in setting the tone at the top regarding corporate governance, risk management, and adherence to regulatory standards.
  2. Technology and Systems Manager: The financial services sector is increasingly tech-driven. The Technology and Systems Manager ensures that the PSP’s IT infrastructure is robust, scalable, and secure. This role involves overseeing systems related to electronic payments, cybersecurity, and data protection, aligning the institution’s operations with technology best practices.
  3. Compliance and Risk Manager: Given the regulatory nature of PSP operations, the Compliance and Risk Manager plays a pivotal role in ensuring adherence to laws, regulations, and internal policies. This individual is responsible for monitoring the institution’s compliance with anti-money laundering (AML) regulations, data privacy laws, and operational risk management frameworks. They are tasked with identifying, assessing, and mitigating potential risks that could undermine the institution’s license or operational stability.
  4. Finance Manager: The Finance Manager is tasked with managing the institution’s financial resources, ensuring that the PSP remains solvent and compliant with financial regulations. This role involves overseeing budgets, financial reporting, and ensuring compliance with capital adequacy requirements. Financial soundness is essential to gaining and maintaining BoG licensing.
  5. Anti-Money Laundering (AML) Reporting Officer: The AML Reporting Officer’s role is increasingly critical in the fight against financial crimes. This individual ensures that the PSP has robust anti-money laundering and counter-terrorism financing procedures. They are responsible for reporting suspicious activities to relevant authorities and ensuring that all transactions comply with AML regulations.

Legal Framework Governing Key Management Personnel

Several key sections of the Payment Systems and Services Act provide detailed guidance on the duties, responsibilities, and restrictions placed on key management personnel.

Cessation from Office (Section 16): Under Section 16 of the Act, key management personnel must relinquish their roles under specific circumstances, including bankruptcy, conviction for fraud or dishonesty, or being of unsound mind. A KMP whose license has been revoked is prohibited from assuming similar positions in another payment service provider without the express approval of the Bank of Ghana. Non-compliance with these provisions results in severe penalties, including administrative fines.

Governance Arrangements (Section 18): Section 18 establishes the framework for governance within PSPs, mandating that biographical information of all KMP be submitted to the BoG. It also reinforces the importance of disclosing any relationships between external auditors and key management, ensuring the independence and integrity of audits.

Key Management Personnel and Corporate Governance

KMPs are central to the corporate governance framework of PSPs. They must work collaboratively with the board of directors to establish a governance structure that ensures transparency, accountability, and alignment with the regulatory landscape. In particular, they play a critical role in ensuring the company’s compliance with industry standards such as PCI-DSS for data security, ISO certifications, and the various policies mandated by the BoG, including ICT security policies, risk management frameworks, and more.

The presence of strong, capable KMP not only assures regulatory compliance but also promotes trust in the institution from customers and business partners. These individuals ensure that a PSP remains resilient in the face of changing regulatory environments and emerging risks, particularly in the areas of cybersecurity, financial fraud, and operational disruptions.

Conclusion

The governance of payment service providers is a shared responsibility between the board of directors and key management personnel. KMPs ensure that operational, financial, and compliance risks are managed effectively and that the institution remains in good standing with the Bank of Ghana. Through their leadership, PSPs can maintain operational integrity, protect customer assets, and foster trust in the financial ecosystem. In an increasingly digital and regulated financial environment, the role of Key Management Personnel is indispensable for the long-term success of payment service providers.

ABOUT THE AUTHOR

DENNIS AKWABOAH is an Associate at SUSTINERI ATTORNEYS PRUC with its Technology and Emerging Innovations, Corporate, Tax and Trade Practice Group, specializing in legal service provision for Startups and SMEs, Fintechs, and other Technology companies. He welcomes views on this article via a.dennis@sustineriattorneys.com