National Cathedral of Ghana: The rule of law must prevail over executive directives A public statement by Charles Owusu Juanah, Esq. – Counsel for the National Cathedral of Ghana Board

FOR IMMEDIATE PUBLICATION

INTRODUCTION: NO GOVERNMENT IS ABOVE THE LAW

The decision by the Government of Ghana, communicated through the Honourable Minister for Local Government, Chieftaincy and Religious Affairs, to dissolve the leadership of the National Cathedral of Ghana and direct the handover of the project site raises fundamental questions concerning corporate governance, the rule of law, property rights, administrative justice and the protection of legitimate stakeholder interests.

As counsel for the National Cathedral of Ghana Board, I consider it necessary to address the matter soberly, accurately and in the national interest.

This is not an argument that the National Cathedral is beyond scrutiny. It is not an attempt to shield any person from investigation, accountability or prosecution where evidence establishes wrongdoing. Neither is it a demand that the Government of Ghana must continue financing the project.

It is, rather, a firm insistence that the pursuit of accountability must itself be accountable to the law.

A government may change policy, discontinue public funding, investigate suspected financial impropriety and take lawful steps to protect public assets. What it cannot properly do is assume that a presidential directive, by itself, overrides every company-law obligation, contractual arrangement, registered property interest or applicable legal procedure.

The Government’s decision must therefore be examined against the legal character of the National Cathedral of Ghana, the rights and obligations arising from its incorporation, the terms of the land lease, the contractual position of the project participants and the constitutional requirements of lawful administration.

HOW THE NATIONAL CATHEDRAL’S GOVERNANCE STRUCTURE EVOLVED

The National Cathedral project was publicly introduced by former President Nana Addo Dankwa Akufo-Addo on 6 March 2017, Ghana’s sixtieth Independence Day anniversary. It was conceived as an interdenominational Christian worship centre with a national ceremonial purpose.

Initially, the project was overseen by a Board of Trustees. However, the National Cathedral of Ghana was subsequently incorporated as a company limited by guarantee on 18 July 2019. According to the corporate history presented by the Board, the leadership thereafter operated as the company’s registered Board of Directors, also referred to as the Executive Council.

That distinction is fundamental.

A board of trustees, a statutory public board established by an Act of Parliament and the board of directors of a company incorporated under the Companies Act, 2019 (Act 992) are not automatically interchangeable legal entities. Their powers, appointment procedures, tenure and removal mechanisms depend on the laws and instruments governing them.

The fact that an earlier administration initiated a project does not, without more, establish that every subsequent corporate decision concerning it falls within the President’s unilateral discretion.

The decisive questions are these: What legal entity holds the relevant rights? What does its registered constitution provide? Who possesses the lawful authority to appoint or remove its directors? What statutory procedure applies?

These questions cannot be answered merely by describing the project as a government initiative.

WHY THE NATIONAL CATHEDRAL CANNOT SIMPLY BE TREATED LIKE AN ORDINARY GOVERNMENT BOARD

The Companies Act, 2019 (Act 992), provides a statutory framework for corporate governance, directors’ duties and the removal of directors.

Section 176 of the Act provides, subject to the applicable statutory qualifications, for the removal of directors by an ordinary resolution at a general meeting. The provision also establishes notice requirements for such a resolution.

That framework is materially different from the arrangements governing a statutory authority whose enabling legislation expressly vests appointment and removal powers in the President or another public authority.

For example, the Ghana National Petroleum Corporation and the National Petroleum Authority operate under their respective statutory frameworks. The composition and appointment of their governing bodies are governed by legislation, including the Ghana National Petroleum Corporation Law, 1983 (PNDCL 64), and the National Petroleum Authority Act, 2005 (Act 691), as amended.

Their governing arrangements must be considered under those particular laws. They cannot simply be transplanted onto a company limited by guarantee.

The National Cathedral’s legal position must instead be determined from its certificate of incorporation, registered constitution, company records, applicable legislation and any legally binding instruments affecting its status.

Accordingly, if the registered directors of the National Cathedral are to be removed, the Government must identify the specific legal authority that permits the proposed action and demonstrate compliance with the procedure that authority requires.

The same principle applies to winding up the company. The legal dissolution of a company is not synonymous with the administrative discontinuation of a project or the dissolution of a committee.

Section 176 of Act 992 is a starting point, not a substitute for examining the company’s actual constitution and membership structure. The role of the Ghana Museums and Monuments Board, identified in the corporate records presented by the National Cathedral Board as the company’s sole corporate member, must be independently verified against current Registrar of Companies records.

If that membership arrangement is confirmed, its legal implications must be addressed before any party purports to settle the question of the directors’ tenure by executive announcement.

The Board is not claiming immunity from lawful removal. It is insisting that the correct legal process be followed.

PUBLIC ACCOUNTABILITY DOES NOT AUTHORISE THE SUSPENSION OF CORPORATE LAW

The Government has a legitimate responsibility to protect public funds and ensure transparency in projects that receive public financial support. The Board acknowledges that responsibility.

However, public accountability and corporate governance are complementary principles, not competing interests.

The National Cathedral’s incorporation as a company limited by guarantee does not erase the public interest in the project. Equally, the expenditure of public funds does not automatically extinguish the company’s separate legal personality or the rights that may have accrued to it.

Where directors are suspected of wrongdoing, the appropriate response is to investigate the specific allegations, establish the relevant facts, afford affected persons procedural fairness and pursue the remedies authorised by law.

Depending on the facts and the applicable legal framework, those remedies may include regulatory action, proceedings for recovery of funds, removal of directors through the legally prescribed process, civil litigation, injunctions or criminal prosecution.

There is, however, no general rule that a board of directors of a company limited by guarantee can be dissolved by executive directive merely because the project has become politically controversial or because the Government has decided not to provide further funding.

Nor should we suggest that wrongdoing must always be established before directors can be removed: company law may permit removal through a prescribed corporate process without a finding of criminal misconduct.

The point is narrower and more important: the authority to remove directors must come from the law and the applicable corporate instruments, not from political convenience.

Article 23 of the 1992 Constitution requires administrative bodies and officials to act fairly and reasonably and in accordance with law. Article 296 further requires the exercise of discretionary power to be fair, candid and consistent with due process, rather than arbitrary, capricious or biased.

These constitutional safeguards are relevant whenever public authorities exercise powers affecting legal rights and legitimate interests.

THE FUNDING: ACCURACY MUST REPLACE SPECULATION

The National Cathedral was presented from its inception as a partnership involving the State and the Christian community, rather than a project intended to be financed exclusively from public funds.

The State’s stated contributions included the provision of land, project design arrangements, a secretariat and seed funding for the preparatory phase. The project also sought contributions from churches, individuals, Christian organisations and prospective supporters in Ghana and abroad.

The available financial figures must, however, be stated accurately.

In January 2023, the National Cathedral Secretariat reported that Government of Ghana payments up to 15 December 2022 totalled approximately GH¢339.003 million. The reported breakdown was approximately GH¢225 million paid directly to the Secretariat and GH¢113.04 million paid to the design consultant, Adjaye Associates and its design team. The Ministry of Finance subsequently confirmed the GH¢339 million figure in Parliament in July 2024.

These are reported historical disbursements, not a complete statement of every financial commitment, contractual liability or amount spent since the project’s inception.

The estimated overall completion cost has also been substantial. A published analysis in Graphic Online in May 2024 cited an estimate of approximately US$450 million to complete the project. That figure should be understood as a published estimate, not a verified final cost or a current, independently validated completion budget.

The amount raised from non-government donors must likewise be established from the project’s audited records. A published analysis reported that churches had contributed approximately GH¢2.21 million by mid-2022, while acknowledging that the total contributed by churches and individual Christians thereafter was unclear.

It would therefore be irresponsible to assert, without the consolidated financial records, that private donations already constitute the majority of the project’s funding.

What is beyond dispute is that the public deserves a complete account of public disbursements, private donations, contractual commitments, outstanding liabilities and the use of project funds.

The Government is entitled to demand accountability for public money. Donors are equally entitled to know what happened to their contributions. The company must also account for its obligations to contractors, consultants and other stakeholders.

Accountability must be comprehensive, not selective.

THE LAND: THE LEASEHOLD INTEREST MUST BE RESPECTED

The Board’s position is that the National Cathedral of Ghana holds a 99-year leasehold interest in the project site under an instrument dated 8 April 2024, commencing on 1 January 2024.

That instrument is central to the dispute.

The Minister has publicly asserted that the National Cathedral site is government property. That assertion must be examined against the actual land instrument, its parties, the capacity in which it was executed, its registration status, its terms and any conditions governing termination, re-entry or resumption.

The law recognises a distinction between the underlying title to land and a leasehold estate. A State grantor may retain an underlying interest while a lessee holds enforceable proprietary rights for the term and on the conditions of the lease.

Accordingly, the existence of a State interest in the land does not, by itself, establish that the Government may disregard a valid leasehold interest granted to the company.

Conversely, the mere existence of a 99-year lease does not automatically resolve every question of ownership or establish that the lease is immune from lawful termination under its terms or the applicable law.

The correct legal conclusion depends on the instrument itself and the relevant land records.

The Board therefore calls on the Government to identify the legal basis upon which it claims the right to take possession of the site notwithstanding the leasehold interest asserted by the company.

If the Government disputes the validity, scope or continued operation of that interest, the dispute should be resolved through the applicable legal process.

It is not enough to declare that the land belongs to the State and proceed as though the company’s leasehold rights do not exist.

A lawful interest in land cannot be extinguished merely by a press conference or administrative instruction.

THE CONTRACTORS AND THE PROPOSED HANDOVER OF THE SITE

On 5 October 2026, the Honourable Minister publicly stated that the contractor had been directed to hand over the site to his Ministry pending the Attorney-General’s review of the forensic audit.

The Government is entitled to consider the future of the project and to take lawful steps to safeguard public interests. However, directing a contractor to hand over a site does not, by itself, resolve the legal rights of the company, the lessor, the contractor or any other party holding rights under the relevant instruments.

The contractual position must first be established.

The project documents identify existing arrangements involving Adjaye Associates as design consultant and RIBADE as the principal construction contractor. The status of those contracts, any amendments, termination notices, outstanding payments, rights of access, site-security obligations and provisions governing suspension or termination must be reviewed before any definitive conclusion is drawn.

If a contract remains binding, neither the Government nor the contractor should assume that it may disregard the agreement without examining the applicable termination clauses and legal consequences.

Equally, the Board cannot insist that every contract must continue indefinitely regardless of its terms or any lawful termination rights.

The issue is compliance with the contracts and the law.

Any official who knowingly authorises an unlawful seizure of property, interferes with enforceable contractual rights or causes financial loss through an unlawful act may expose the State to civil liability and, where the statutory elements are established, possible personal or criminal consequences.

The offence of causing financial loss to the State under section 179A of the Criminal Offences Act, 1960 (Act 29), as amended, cannot be presumed merely because a policy decision results in expenditure or loss. The necessary legal elements, including the relevant conduct and mental element, must be established.

Similarly, a contractor’s lawful compliance with a valid contractual or governmental instruction is not, without more, a criminal offence.

We caution all parties against taking irreversible steps before the relevant contractual and proprietary rights have been examined. Where necessary, the parties should seek appropriate judicial relief.

The Board reserves its rights and remedies in respect of any unlawful interference with the company’s assets, records, contractual rights or leasehold interest.

THE PROJECT’S PURPOSE AND THE RESPONSIBILITY OF THE CHRISTIAN COMMUNITY

The National Cathedral was conceived as more than a conventional church building.

Its published vision includes an interdenominational Christian worship centre, facilities for national thanksgiving and ceremonial services, a Bible Museum of Africa, Biblical Gardens of Africa and associated educational, cultural and visitor facilities.

Its proponents envisaged a monument capable of supporting religious pilgrimage, cultural engagement, national reflection and tourism.

The project was intended to provide a place for Christians from different denominations to worship together and for national occasions of thanksgiving, prayer and remembrance.

For many Christians, the Cathedral represents a spiritual aspiration and a commitment to contribute to the moral and social life of Ghana. For other Ghanaians, the project’s cost, financing arrangements and implementation have raised legitimate questions about priorities, transparency and the use of public funds.

Both perspectives deserve to be heard.

The Christian community should not be asked to abandon its aspirations merely because the project has become politically contentious. Nor should Christians be expected to disregard evidence of financial or procurement irregularities where such evidence exists.

Faith and accountability are not enemies.

The appropriate response is to insist on transparent accounts, proper governance, independent scrutiny and a credible financing plan that does not impose unjustified burdens on the public purse.

If the Church in Ghana and willing private supporters choose to complete the project without further public construction funding, that possibility should be assessed objectively, taking account of the company’s legal status, the land arrangements, existing contractual obligations and a realistic funding plan.

The project should be judged by evidence, law and its practical viability; not by partisan loyalty.

ALLEGATIONS, INVESTIGATIONS AND THE RIGHT TO A FAIR DETERMINATION

The National Cathedral has been the subject of extensive political controversy and public allegations concerning expenditure, procurement, consultancy payments and the management of project funds.

During the period when the National Democratic Congress was in opposition, leading figures, including former President John Dramani Mahama, publicly criticised the project and called for accountability. On 7 July 2024, Mr Mahama stated that he would seek to recover any public funds misused in connection with the Cathedral if he returned to office. He also called for a forensic audit and the recovery of misappropriated funds.

Those statements reflected a political demand for accountability. They should not, however, be treated as judicial findings that any particular person committed a crime.

Likewise, the Board cannot responsibly dismiss every criticism as propaganda without examining the evidence.

The public record contains several distinct stages of scrutiny:

First, the financial reporting to Parliament. The National Cathedral Secretariat has stated that it submitted detailed financial information to Parliament, including a report on government payments and expenditure in December 2022. The Ministry of Finance subsequently confirmed the aggregate GH¢339 million figure in Parliament in July 2024.

The Board has also maintained that project information and publications were made available to Members of Parliament on multiple occasions. The precise claim that records were presented seven times should be established from parliamentary records and the corresponding submissions before being presented as a verified count.

Second, the value-for-money and statutory audit work. In July 2024, the Ministry of Finance informed Parliament that a value-for-money audit had been undertaken in 2021 and that Deloitte & Touche had begun a statutory audit of the National Cathedral of Ghana’s accounts in July 2023.

Third, the Deloitte & Touche audit findings made public in July 2025. The Presidency published allegations of discrepancies in consultancy fees, payments made before formal contractual and procurement approvals, payments after a consultancy agreement had expired, and possible duplication of project-management services. These are serious matters requiring a proper response and, where appropriate, recovery or enforcement action.

Fourth, the CHRAJ investigation. In November 2024, the Commission on Human Rights and Administrative Justice concluded its investigation into allegations involving the project. It recommended a forensic audit and further investigation, including possible prosecution in relation to the award of the contract to RIBADE. It also exonerated Reverend Victor Kusi Boateng on certain allegations addressed in its inquiry.

Fifth, the Office of the Special Prosecutor investigation. The OSP’s published case profile confirms that it initiated a formal investigation following its review of CHRAJ’s findings. The published profile identifies the matter as an investigation initiated; it does not, by itself, establish criminal guilt.

Sixth, the forensic audit ordered in July 2025. President Mahama directed the Auditor-General to commission a comprehensive forensic audit into the project and the Secretariat’s activities. On 5 October 2026, the Minister stated that the Attorney-General was reviewing the forensic audit and that the Government would determine its next steps after receiving legal advice.

These processes must not be conflated. An audit may identify financial discrepancies or procedural breaches without, by itself, proving that a named individual committed a criminal offence. An investigation is not a conviction. Equally, the absence of a conviction does not invalidate a properly supported audit finding or remove the obligation to account for public funds.

The Board’s position is that it must be given a fair opportunity to respond to material findings affecting its rights and reputation.

As counsel, I call on the Government to make the forensic audit report publicly available, subject only to lawful and necessary redactions, or to explain clearly the legal basis for withholding any part of it.

The report should identify its scope, methodology, relevant transactions, persons or entities affected, evidence relied upon and recommendations. Where allegations concern identifiable individuals, those persons must be given an appropriate opportunity to respond through the applicable process.

If the Government maintains that the findings justify further action against the Board, its directors or any contractor, it should state the legal and evidential basis for that action.

The public must not be left to rely on selective briefings, insinuations or political commentary when a formal report exists.

For the record, the Board’s position is that it has not received a copy of the forensic audit report. That position should be verified against the relevant correspondence and delivery records, particularly given the Minister’s statement that the Attorney-General is reviewing the report.

Transparency requires that the public and affected parties be told what the report actually establishes; not merely what political actors say it establishes.

THE LAND AND THE NATIONAL CATHEDRAL MUST NOT BECOME INSTRUMENTS OF PARTISAN RETRIBUTION

The political contest over the National Cathedral has been intense. But the constitutional order requires that public institutions act on evidence and law, not political hostility.

The Board is entitled to defend itself against allegations and legal measures it considers unlawful. The Government is equally entitled to investigate suspected misconduct and determine whether public funding should continue.

Neither side should attempt to substitute political rhetoric for the applicable legal process.

If the Government has evidence of misconduct, it should present that evidence to the appropriate investigative or judicial body. If the Board disputes the legality of the dissolution or the proposed site handover, it may seek judicial determination.

That is how constitutional democracy is supposed to work.

A government that believes it has a strong legal case should have no difficulty placing that case before the appropriate institution. A board that believes its rights have been infringed should equally be prepared to defend its position before a court.

The rule of law is not a privilege reserved for one political party, one administration or one group of public officials.

RELIGIOUS EQUALITY, ARTICLE 17 AND GHANA’S PLURALISTIC SOCIETY

Ghana is a religiously diverse constitutional democracy. Christians, Muslims and adherents of other faiths are entitled to dignity, freedom of conscience and equal protection under the law.

Article 17(1) of the 1992 Constitution declares that all persons are equal before the law. Article 17(2) prohibits discrimination on grounds including religion and creed. Article 21(1)(c) protects freedom to practise and manifest religion, subject to the Constitution and the law.

These provisions establish important principles of religious equality and freedom.

They do not, however, create an automatic constitutional entitlement for every religious community to receive identical public funding for every proposed building or religious activity. Decisions involving public expenditure must also comply with applicable legislation, budgetary authority and the principles governing the use of public resources.

The National Cathedral Board is not opposed to the Muslim community’s religious institutions, educational initiatives, pilgrimage arrangements or other lawful activities. Ghana’s religious diversity is a national asset, and the constitutional rights of one community should never be advanced by diminishing those of another.

The Government should apply transparent, principled and consistent standards when dealing with religious organisations and projects. Where the State facilitates or supports religiously significant institutions, the legal basis, public purpose and financial arrangements should be clear.

Equally, the Government’s decision not to provide further construction funding for the National Cathedral does not, by itself, prove religious discrimination. Any such claim would require evidence that the relevant decision was attributable to religion or creed, rather than a lawful and consistently applied policy concerning public expenditure.

Our concern is that the Government must not permit the present dispute to create an impression that Christian aspirations are being treated with hostility or that Muslim interests are being advanced at the expense of Christians.

Such an impression, whether intended or not, could damage the trust that has sustained peaceful coexistence between Ghana’s religious communities.

Christians and Muslims attend the same schools, work in the same institutions, trade in the same markets, live in the same neighbourhoods, form friendships and families, and contribute together to Ghana’s development. These relationships are too valuable to be sacrificed to political controversy.

We therefore urge the President, the Minister and all public officials to communicate and act with the utmost care, fairness and respect for religious pluralism.

The National Cathedral dispute must never become a reason to question the equal citizenship of Christians or Muslims in Ghana.

THE FINANCIAL CONSEQUENCES, REPUTATIONAL DAMAGES AND PERSONAL ACCOUNTABILITY FOR UNLAWFUL TERMINATION

Approximately US$97 million has already been spent on the National Cathedral project, with an additional estimated US$45 million and counting in costs arising from delays. Any further delay risks increasing the financial burden. If the investment already made is allowed to go to waste, questions of financial loss and accountability will arise, including the potential application of Section 179A of the Criminal Offences Act, 1960 (Act 29), as amended, where the necessary legal elements are established.

The abrogation of the contract will not automatically absolve the Government of its contractual obligations. The State will still be required to pay the outstanding contractual balance of US$253 million, the delay cost of US45 million and counting, termination costs and other legally recoverable damages. Abrogating the contract will therefore create additional financial liabilities and Government will be the cause of these loss, hence the president will be the one who will be held responsible for causing financial loss to the state. The president should understand that, the presidential immunities does’t cover crime.

It is also important to recognise that the National Cathedral is not financed exclusively by the State. Individuals, churches, beneficiary groups, Christian organisations and other institutions have contributed towards the project. Any decision to terminate or abandon it must take into consideration the financial interests and legitimate expectations of these contributors. Where refunds are legally required, the obligations must be honoured. Failure to do so could result in litigation, additional financial liabilities and possible financial loss to the State.

Furthermore, the contractors have suffered reputational damage within the international construction and professional community following allegations and representations made against the project, the Board members and the contractors. If the contractors consider that their contractual rights or professional reputations have been unlawfully damaged, they may pursue appropriate legal remedies against the State. Any successful claims resulting in compensation or damages would ultimately impose additional costs on the taxpayer.

Public officials must therefore appreciate that decisions concerning the National Cathedral carry financial and legal consequences. Where unlawful conduct results in financial loss, the responsible persons may face the consequences prescribed by law. Public office does not provide immunity from personal accountability.

It is therefore prudent for the Government to consider the financial implications of termination, respect existing contractual and proprietary rights, address all legitimate stakeholder interests and pursue a transparent and accountable path towards completing the project.

THE WAY FORWARD: LAW, TRANSPARENCY AND CONSTRUCTIVE ENGAGEMENT

The Board’s position is straightforward.

First, the Government should identify the precise statutory and corporate basis upon which it claims authority to dissolve the registered directors of the National Cathedral of Ghana.

Second, the parties should establish the legal position regarding the company’s incorporation, registered membership, constitution and the rights and responsibilities of its directors.

Third, the Government should clarify the legal basis for directing the handover of the site, taking account of the 99-year leasehold interest asserted by the company and the contractual rights of the relevant project participants.

Fourth, the forensic audit report should be disclosed to the extent lawfully possible, with clear explanations of its findings and recommendations. Any proven wrongdoing should be addressed through the appropriate legal channels.

Fifth, the parties should undertake a documented review of the company’s assets, liabilities, contractual obligations, project records and funding arrangements to ensure that no public or private stakeholder interest is prejudiced.

Sixth, the Government and the Board should remain open to constructive engagement, without prejudice to their respective legal positions.

The Board does not contend that the Government must continue financing the Cathedral. It contends that a decision to discontinue public funding must not be confused with a power to extinguish corporate or proprietary rights without lawful authority.

If the Government considers that the company should be wound up, the directors removed or the lease terminated, it should pursue the legal mechanism applicable to each proposed action.

Where the law provides for a corporate resolution, that procedure should be followed. Where a court order is required, the appropriate application should be made. Where the lease or contract contains a lawful termination mechanism, its terms should be observed.

The Government should not seek to achieve through administrative force what the law requires to be achieved through an established legal process.

A FINAL WORD TO GOVERNMENT AND THE CHRISTIAN COMMUNITY

The National Cathedral is a matter of public interest, religious aspiration and national debate. It must be approached with maturity and a commitment to the truth.

To the Government, I say this: public authority is strongest when exercised within the law. The decision to discontinue funding, investigate expenditure or reconsider a national project does not dispense with the obligation to respect corporate law, property rights, contractual obligations and constitutional safeguards.

To the investigative institutions, I say this: follow the evidence wherever it leads. Neither political affiliation nor religious identity should protect anyone from accountability, and neither should expose anyone to prejudgment.

To the Christian community, I say this: support for the Cathedral must be accompanied by a commitment to transparency, proper governance and responsible fundraising. Do not abandon a long-standing spiritual aspiration merely because the project has become politically controversial. At the same time, do not mistake every criticism for persecution or every allegation for a proven fact. Demand the truth, insist on proper accounts and support a credible, sustainable path forward.

To the Muslim community and our fellow citizens of other faiths, I say this: the defence of the National Cathedral’s legal rights is not an attack on any other religion. Ghana’s religious harmony must be protected by all of us.

And to every public official involved in this matter, the message is simple: the politics of the National Cathedral must never be allowed to displace the rule of law.

The Government should publish the relevant findings, clarify its legal position, respect the rights established by the applicable instruments and engage the Board through lawful procedures.

The Board, for its part, must remain accountable, transparent and prepared to defend its position before the appropriate judicial forum.

No institution should be above the law. No public authority should be above the law either.

The politics is over; the facts must now speak. Let the truth be established through evidence, let accountability proceed through due process, and let the final outcome be determined by law rather than political expediency.

Ghana deserves nothing less.

CHARLES OWUSU JUANAH, ESQ.
Counsel for the National Cathedral of Ghana Board
KSAN Law Firm