Financial Accountability Policy

1Purpose

Shepherds Only Foundation (“the Foundation”) is committed to the highest standards of financial integrity, stewardship, transparency, accountability and prudence.

The purpose of this Financial Accountability Policy is to establish the principles, controls, responsibilities and procedures governing the receipt, custody, investment, expenditure, accounting, reporting and oversight of all funds and financial assets entrusted to the Foundation.

The Foundation recognises that every financial resource entrusted to it carries a duty of stewardship. Funds received for charitable purposes shall therefore be managed carefully, lawfully, transparently and consistently with the Foundation’s objects.

This Policy is intended to:

• safeguard the Foundation’s financial resources and assets;
• ensure funds are applied exclusively toward authorised charitable purposes;
• establish clear financial authority and accountability;
• prevent fraud, theft, corruption, conflicts of interest and misuse of funds;
• maintain reliable and complete financial records;
• establish appropriate internal controls;
• ensure compliance with applicable laws, regulations and accounting requirements;
• promote responsible management of donations, grants, endowments and investments;
• provide accurate information to the Board, regulators, donors and other legitimate stakeholders; and
• protect the long-term financial sustainability and reputation of the Foundation.

2Scope

This Policy applies to all financial activities of the Foundation and to every person who exercises authority over, handles, approves, records, receives, spends, invests or otherwise manages Foundation resources.

This includes:

• members of the Board;
• trustees, where applicable;
• directors and officers;
• executive management;
• employees;
• volunteers;
• committee members;
• authorised signatories;
• financial officers;
• programme managers;
• consultants and contractors entrusted with Foundation resources;
• agents and representatives; and
• any person acting on behalf of the Foundation.

The Policy applies to all Foundation funds and assets regardless of their source, including donations, grants, gifts, endowments, investment income, interest, sponsorships, restricted funds, unrestricted funds, designated funds and any other lawful income.

3Governing Principles

Financial administration within the Foundation shall be guided by the following principles.

4Legal and Regulatory Compliance

The Foundation shall conduct its financial affairs in accordance with applicable Ghanaian law and regulatory requirements, including, where applicable:

• the Companies Act, 2019 (Act 992);
• requirements of the Office of the Registrar of Companies;
• requirements and directives applicable to non-profit organisations in Ghana;
• applicable tax legislation and requirements of the Ghana Revenue Authority;
• applicable anti-money laundering, counter-terrorist financing and proliferation-financing requirements;
• applicable accounting and auditing standards;
• the Foundation’s Constitution and governing instruments; and
• other applicable laws, regulations, directives and regulatory requirements.

Where the Foundation operates, raises funds, maintains assets or makes grants outside Ghana, it shall additionally comply with applicable laws of the relevant jurisdiction.

Where this Policy conflicts with a mandatory provision of law, the applicable law shall prevail and this Policy shall be interpreted or amended accordingly.

5Board Responsibility for Financial Oversight

Ultimate responsibility for financial governance rests with the Board.

The Board shall exercise reasonable oversight over the Foundation’s financial affairs and shall, among other things:

• approve annual budgets;
• review financial performance;
• oversee significant investments;
• approve material financial commitments;
• oversee reserves and endowment assets;
• review audited financial statements;
• oversee the appointment and independence of external auditors;
• establish appropriate financial controls;
• monitor financial risks;
• approve material borrowing where permitted;
• ensure that restricted funds are properly administered; and
• require corrective action where financial irregularities are identified.

Delegation of financial authority does not remove the Board’s ultimate oversight responsibility.

6Annual Budget

The Foundation shall maintain an annual operating budget.

Management shall prepare a proposed budget containing reasonable estimates of expected income, expenditure, programme commitments, administrative expenditure, capital expenditure and other material financial requirements.

The budget shall be submitted to the Board for consideration and approval before or as soon as reasonably practicable after the beginning of the relevant financial year.

Material deviations from the approved budget shall be reported to the Board.

Expenditure outside the approved budget that exceeds delegated authority shall require appropriate additional approval.

7Bank Accounts

All Foundation funds shall be held in accounts maintained in the legal name of the Foundation or in another structure expressly authorised by the Board and permitted by law.

No Foundation money shall knowingly be deposited into or held in the personal bank account of a director, trustee, officer, employee, volunteer, beneficiary or other individual except in exceptional circumstances expressly permitted by law and supported by documented Board approval.

The Board shall approve the opening and closing of material bank and investment accounts.

The Foundation shall maintain an authorised signatory structure designed to prevent unilateral and unauthorised control over its financial resources.

Where practicable, significant payments shall require at least two levels of authorisation.

Changes to bank mandates and authorised signatories shall be documented.

8Receipt of Funds

All money received by or on behalf of the Foundation shall be properly recorded.

Receipts may include:

• individual donations;
• institutional grants;
• corporate contributions;
• church or ministry contributions;
• testamentary gifts;
• endowment contributions;
• investment income;
• fundraising proceeds; and
• other lawful receipts.

The Foundation shall maintain appropriate records identifying, where reasonably possible:

• the amount received;
• date received;
• source;
• payment method;
• relevant donor or grantor;
• applicable restrictions or designations;
• receipt or transaction reference; and
• fund or programme to which the amount has been allocated.

Anonymous donations may be accepted subject to applicable law, risk assessment and the Foundation’s compliance procedures.

9Restricted and Designated Funds

Funds received subject to a legally enforceable or otherwise accepted donor restriction shall be separately identified within the Foundation’s accounting records.

Restricted funds shall be applied only for their authorised purposes.

The Foundation shall not knowingly redirect restricted donations merely because another programme has greater financial need.

Where a restriction becomes impossible, unlawful, impracticable or inconsistent with the Foundation’s governing obligations, the Foundation shall obtain appropriate legal advice and, where necessary, donor consent, regulatory approval or judicial authorisation before redirecting the funds.

Internally designated funds may be redesignated by the body possessing lawful authority to make that designation, subject to existing obligations.

10Endowment Funds

Because the Foundation may establish and maintain funds intended to provide sustainable long-term support for ministers and the Foundation’s charitable mission, endowment assets shall receive enhanced financial protection.

Endowment assets shall be:

• separately identifiable in the accounting records;
• invested according to an approved investment policy;
• protected from unauthorised expenditure;
• managed with appropriate diversification and risk controls;
• monitored regularly;
• subject to clear rules governing withdrawals and distributions; and
• administered consistently with donor restrictions and applicable law.

Where a donor expressly requires preservation of principal, the Foundation shall honour that restriction.

The Foundation shall distinguish between true donor-restricted endowment funds and reserves or funds designated internally by the Board.

The existence of substantial endowment assets shall not authorise speculative, reckless or inadequately documented investment activity.

11Investment Governance

Foundation investments shall be governed by a separate Investment Policy or Board-approved investment framework.

Investment decisions shall take into account, as appropriate:

• preservation of capital;
• reasonable return;
• inflation risk;
• liquidity;
• diversification;
• concentration risk;
• counterparty risk;
• credit risk;
• market risk;
• investment horizon;
• anticipated programme obligations;
• applicable donor restrictions; and
• the Foundation’s long-term sustainability.

No person responsible for investment decisions shall use Foundation assets for personal speculation, personal benefit or undisclosed related-party transactions.

The Foundation may appoint regulated banks, investment managers, custodians, trustees or professional advisers where appropriate.

12Expenditure and Payment Authorisation

Foundation expenditure must:

• serve a legitimate Foundation purpose;
• fall within an approved budget or otherwise receive proper approval;
• comply with applicable donor restrictions;
• be supported by appropriate documentation; and
• be authorised according to the Foundation’s approval structure.

The Board shall establish financial approval thresholds appropriate to the size and complexity of the Foundation.

No individual may divide or artificially structure a transaction for the purpose of avoiding an approval threshold.

13Procurement

Purchases shall be conducted fairly, prudently and in the Foundation’s best interests.

For significant purchases, the Foundation should obtain competitive quotations or otherwise document the basis upon which a supplier was selected.

Selection criteria may include:

• price;
• quality;
• reliability;
• experience;
• delivery capacity;
• safeguarding considerations;
• ethical standards; and
• overall value for money.

Lowest price shall not necessarily be determinative where another supplier provides demonstrably better value or lower risk.

Related-party procurement must comply with the Foundation’s Conflict of Interest Policy.

14Cash Management

The Foundation shall minimise unnecessary cash transactions.

Where petty cash or physical cash is maintained:

• a maximum authorised balance shall be established;
• responsibility shall be assigned to a designated custodian;
• payments shall be documented;
• receipts shall be retained where available;
• cash shall be reconciled periodically; and
• unannounced verification may be conducted.

Large programme disbursements should ordinarily be made through traceable banking, mobile-money or other appropriately documented payment channels.

15Mobile Money and Digital Payments

Where the Foundation uses mobile-money accounts, online banking, payment processors or digital payment systems, equivalent financial controls shall apply.

Foundation-controlled accounts should, wherever available, be registered in the Foundation’s legal or authorised institutional name.

Access credentials shall be protected.

No person shall share passwords, authentication codes or security credentials contrary to approved security procedures.

Transactions shall be reconciled against internal financial records and supporting documentation.

16Support to Ministers and Other Beneficiaries

Financial support to eligible ministers, ministry workers, beneficiaries or their households shall be administered according to documented programme criteria.

The Foundation shall seek to ensure that:

• eligibility is properly established;
• decisions are documented;
• conflicts of interest are disclosed;
• payments correspond with approved assistance;
• disbursements can be traced;
• recipient information is appropriately protected; and
• no individual can improperly direct Foundation funds to himself, herself or a related party.

Where emergency assistance requires accelerated approval, the Foundation may establish an emergency authorisation process with subsequent reporting to the appropriate oversight body.

The spiritual or pastoral standing of a beneficiary does not exempt financial assistance from proper documentation and accountability.

17Expense Reimbursement

Directors, trustees, officers, employees and authorised volunteers may be reimbursed for reasonable and necessary expenses properly incurred on behalf of the Foundation.

Reimbursement claims shall normally include:

• the date;
• amount;
• business or charitable purpose;
• supporting receipt or other evidence; and
• appropriate approval.

A person shall not approve his or her own reimbursement.

18Compensation

Where the Foundation employs staff or pays professional service providers, compensation shall be reasonable, properly authorised and commensurate with the services provided.

A director, trustee or officer with a financial interest in a compensation decision shall disclose that interest and shall not participate improperly in determining his or her own compensation.

All compensation arrangements shall comply with applicable law and the Foundation’s Conflict of Interest Policy.

19Related-Party Transactions

Transactions involving directors, trustees, officers, employees, substantial donors, family members, controlled entities or other related parties shall receive enhanced scrutiny.

Such transactions shall be permitted only where they:

• are lawful;
• advance a legitimate Foundation purpose;
• are fair and reasonable to the Foundation;
• are fully disclosed;
• are properly documented;
• comply with the Conflict of Interest Policy; and
• receive approval from disinterested decision-makers where required.

20Segregation of Financial Duties

The Foundation shall, as far as reasonably practicable, separate responsibility for:

• initiating expenditure;
• approving expenditure;
• executing payments;
• recording transactions;
• reconciling bank accounts;
• maintaining custody of assets; and
• reviewing financial reports.

Where staffing limitations prevent full segregation, compensating controls shall be implemented, including increased Board review, independent reconciliations or periodic external review.

21Accounting Records

The Foundation shall maintain complete and accurate accounting records sufficient to explain its financial transactions, financial position, assets and liabilities.

Records shall include, as applicable:

• general ledgers;
• bank statements;
• bank reconciliations;
• invoices;
• receipts;
• payment vouchers;
• grant agreements;
• donor records;
• investment statements;
• payroll records;
• tax records;
• procurement documentation;
• contracts;
• asset registers;
• disbursement records;
• Board financial approvals;
• financial statements; and
• audit reports.

Electronic accounting systems may be used provided appropriate access, security, backup and integrity controls are maintained.

22Bank Reconciliation

Foundation bank, investment and material payment accounts shall be reconciled regularly.

Bank reconciliations should ordinarily be performed monthly.

Reconciling items, unexplained differences, unusual transactions and long-outstanding items shall be investigated promptly.

The person reviewing the reconciliation should, where practicable, be independent from the person responsible for initiating the underlying transactions.

23Asset Management

The Foundation shall maintain appropriate controls over material physical and financial assets.

A fixed-asset register shall be maintained where appropriate and should identify:

• asset description;
• acquisition date;
• acquisition cost or recorded value;
• location;
• custodian;
• identifying number where applicable;
• funding source where relevant;
• condition; and
• disposal details.

Foundation property shall not be converted to personal use.

Disposal of significant assets shall require appropriate approval and documentation.

24Financial Reporting

Management shall provide the Board with periodic financial information sufficient for meaningful oversight.

Reports may include:

• statement of financial position;
• income and expenditure;
• cash-flow information;
• budget-to-actual comparisons;
• investment performance;
• endowment balances;
• restricted fund balances;
• programme expenditure;
• significant liabilities;
• material financial risks; and
• other information requested by the Board.

Financial information presented to stakeholders shall be accurate, balanced and not knowingly misleading.

25Annual Financial Statements

The Foundation shall prepare annual financial statements in accordance with applicable legal and accounting requirements.

Financial statements shall fairly present the Foundation’s financial position and activities and shall be submitted for Board review and approval as required.

Where legally required, financial statements shall be prepared in accordance with accounting standards adopted or recognised by the relevant Ghanaian professional and regulatory authorities.

26Independent Audit

The Foundation shall arrange for its financial statements to be independently audited whenever required by law, regulation, its governing documents, donor conditions or Board policy.

The auditor shall be appropriately qualified and sufficiently independent of management and those responsible for preparing the accounts.

Management shall provide auditors with reasonable access to relevant:

• accounting records;
• bank records;
• contracts;
• donor documentation;
• minutes;
• supporting documents;
• staff; and
• other information required for the audit.

Material audit findings shall be reported to the Board.

Management shall establish corrective action plans for material control deficiencies identified by auditors.

27Auditor Independence

The Foundation shall protect the independence of its external auditor.

No director, trustee, officer or employee shall knowingly interfere with, mislead, intimidate or improperly influence an auditor in the performance of an audit.

Potential conflicts affecting auditor independence shall be disclosed and appropriately addressed.

28Donor Accountability

The Foundation shall respect lawful donor restrictions and shall maintain reasonable systems for demonstrating how restricted donations have been applied.

The Foundation shall not knowingly:

• misrepresent how donations will be used;
• create misleading fundraising claims;
• conceal material restrictions;
• fabricate impact statistics; or
• knowingly provide false financial information to donors.

Donor reporting shall be accurate and proportionate to the nature of the contribution and applicable agreement.

29Anti-Fraud and Anti-Corruption

The Foundation maintains zero tolerance for fraud, bribery, theft, embezzlement, deliberate falsification of records, kickbacks, diversion of charitable assets and other forms of financial misconduct.

Prohibited conduct includes:

• fictitious invoices;
• false reimbursement claims;
• unauthorised withdrawals;
• diversion of donations;
• undisclosed commissions;
• manipulation of beneficiary records;
• falsification of receipts;
• misuse of Foundation bank accounts;
• personal use of Foundation assets without authority; and
• concealment of financial misconduct.

Suspected misconduct shall be handled under the Foundation’s Whistleblower Policy, Code of Ethics and applicable disciplinary and legal procedures.

30Anti-Money Laundering and Financial Crime

The Foundation shall take reasonable, risk-based measures to prevent its resources, accounts and programmes from being used for money laundering, terrorist financing, proliferation financing, fraud, sanctions evasion or other unlawful financial activity.

Enhanced scrutiny may be applied to:

• unusually large donations;
• unexplained cash contributions;
• unusual international transfers;
• donations involving high-risk jurisdictions;
• unusual requests for refunds;
• transactions involving unidentified intermediaries;
• payments inconsistent with programme purposes; and
• transactions displaying other material financial-crime indicators.

Where required, the Foundation shall undertake appropriate due diligence and make legally required reports to competent authorities.

31Acceptance and Refusal of Donations

The Foundation reserves the right to refuse, return or seek legal guidance regarding a donation where acceptance may:

• violate applicable law;
• expose the Foundation to material financial or reputational risk;
• compromise its independence;
• impose unacceptable conditions;
• conflict with its charitable purposes;
• involve suspected criminal proceeds;
• create unreasonable administrative obligations; or
• materially undermine the Foundation’s mission or integrity.

No donor acquires ownership, governance or improper influence over the Foundation merely by making a contribution.

32Reserves

The Foundation may maintain reasonable financial reserves to protect programme continuity, meet unforeseen obligations and support long-term sustainability.

The Board may establish a separate Reserves Policy specifying:

• target reserve levels;
• permitted uses;
• approval requirements for withdrawals; and
• procedures for replenishment.

Reserves shall not be accumulated or used in a manner inconsistent with applicable law or donor restrictions.

33Borrowing and Financial Obligations

Material borrowing, guarantees, pledges of Foundation assets and similar financial obligations shall require Board approval unless authority has expressly been delegated.

The Foundation shall not undertake debt or contingent liabilities that the Board reasonably considers incompatible with its financial capacity or charitable mission.

34Financial Record Retention

Financial records shall be retained for the period required by applicable law, regulatory requirements, contractual obligations and the Foundation’s Record Retention Policy.

Records relevant to an ongoing audit, investigation, litigation, regulatory inquiry or reasonably anticipated dispute shall not be destroyed until the matter has been finally resolved and applicable retention requirements have been satisfied.

35Confidentiality and Data Protection

Financial transparency does not require unrestricted disclosure of confidential personal information.

The Foundation shall appropriately protect:

• donor banking information;
• beneficiary banking information;
• identification documents;
• employee financial information;
• account credentials;
• personal financial information; and
• other confidential financial data.

Access shall be restricted to persons with legitimate operational, governance, audit or legal requirements.

36Financial Systems and Cybersecurity

Reasonable security measures shall protect electronic financial systems.

Controls may include:

• strong authentication;
• role-based access;
• multi-factor authentication;
• secure backups;
• approval workflows;
• transaction alerts;
• periodic access reviews; and
• prompt removal of access when an individual leaves office or employment.

Material changes to banking details supplied by vendors, beneficiaries or counterparties should be independently verified before payment.

37Whistleblowing and Reporting Financial Concerns

Any person who reasonably suspects financial misconduct is encouraged to report the matter through the channels established under the Foundation’s Whistleblower Policy.

Reports may concern:

• theft;
• fraud;
• corruption;
• misuse of donations;
• false accounting;
• undisclosed conflicts;
• improper beneficiary payments;
• unauthorised transactions;
• manipulation of financial reports; or
• deliberate violation of this Policy.

Good-faith reporting shall be protected from retaliation in accordance with the Foundation’s Whistleblower Policy and applicable law.

38Investigation of Financial Irregularities

Material suspected financial irregularities shall be assessed promptly and impartially.

Where appropriate, the Foundation may:

• preserve relevant records;
• temporarily restrict financial access;
• commission an internal review;
• engage independent auditors, investigators or legal advisers;
• notify insurers;
• notify donors where legally or contractually required;
• report matters to regulators or law-enforcement authorities; and
• pursue recovery of misappropriated assets.

Investigations shall respect applicable law, confidentiality and procedural fairness.

39Corrective and Disciplinary Action

Violation of this Policy may result in appropriate corrective action, including:

• withdrawal of financial authority;
• repayment or recovery proceedings;
• disciplinary action;
• termination of employment or engagement;
• removal from office in accordance with applicable governance procedures;
• termination of contracts;
• reporting to regulatory or law-enforcement authorities; and
• civil or criminal proceedings where appropriate.

40Public Financial Transparency

The Foundation believes that appropriate financial transparency strengthens public confidence.

Subject to applicable law, legitimate confidentiality, security considerations and donor privacy, the Foundation may publish or otherwise make available:

• annual reports;
• audited financial statements or summaries;
• programme expenditure information;
• governance information;
• material financial policies; and
• information concerning the use and stewardship of charitable resources.

Public financial information shall be presented accurately and in a manner that does not materially mislead readers.

41No Founder or Individual Ownership of Foundation Assets

The Foundation’s assets belong to the Foundation and shall be administered solely in furtherance of its lawful purposes.

No founder, director, trustee, officer, employee, minister, donor or beneficiary acquires a personal proprietary interest in Foundation assets by reason of:

• establishing the Foundation;
• serving the Foundation;
• donating to the Foundation;
• managing Foundation resources; or
• receiving assistance from the Foundation.

Upon resignation, removal, incapacity or death of any individual associated with the Foundation, that individual or his or her estate shall have no claim to Foundation assets except for legitimate contractual obligations, properly approved reimbursements or other lawful entitlements.

42Dissolution and Remaining Assets

If the Foundation is dissolved, remaining assets shall be dealt with in accordance with applicable law and the Foundation’s governing documents.

After satisfaction of lawful liabilities, charitable assets shall not be distributed for the private benefit of founders, directors, trustees or members.

Remaining assets shall be transferred or applied toward eligible charitable or non-profit purposes as required by applicable law and the Foundation’s governing instruments.

43Financial Accountability Across Affiliated Structures

Where the Foundation establishes or works through separate trusts, endowment vehicles, subsidiaries, international affiliates or other legally distinct structures, each entity shall maintain appropriate financial records, governance and controls.

Transactions between related entities shall be:

• properly authorised;
• documented;
• transparent;
• conducted consistently with applicable law;
• recorded accurately in the accounts of the relevant entities; and
• structured so that legal separation and fiduciary responsibilities are respected.

Assets belonging to one legal entity shall not be treated as though they automatically belong to another.

44Financial Risk Management

The Foundation shall periodically identify and assess material financial risks.

These may include:

• liquidity risk;
• investment risk;
• fraud risk;
• currency risk;
• banking risk;
• donor concentration;
• cybersecurity risk;
• operational risk;
• regulatory risk;
• counterparty risk;
• reputational risk; and
• risks affecting the preservation of endowment capital.

Material risks and appropriate mitigation measures shall be reported to the Board.

45Exceptions

Exceptions to this Policy shall be permitted only where lawful and genuinely necessary.

Material exceptions shall be documented together with:

• the reason;
• approving authority;
• amount or transaction concerned;
• applicable safeguards; and
• duration of the exception.

No exception may authorise fraud, unlawful conduct, improper private benefit or deliberate circumvention of regulatory requirements.

46Implementation

The Board shall ensure that appropriate procedures, approval matrices, accounting systems and delegated authorities are established to implement this Policy.

Management shall be responsible for day-to-day implementation.

Persons entrusted with financial responsibilities shall receive appropriate orientation regarding their duties.

47Relationship With Other Foundation Policies

This Policy shall be read together with the Foundation’s:

• Constitution and governing documents;
• Code of Ethics;
• Conflict of Interest Policy;
• Whistleblower Policy;
• Safeguarding Policy;
• Non-Discrimination Policy;
• Investment Policy;
• Reserves Policy;
• Procurement Policy;
• Donation Acceptance Policy;
• Anti-Fraud and Anti-Corruption Policy;
• AML/CFT Policy;
• Data Protection and Privacy Policy;
• Record Retention Policy; and
• other applicable governance policies.

Where two policies appear inconsistent, the Board shall interpret them in a manner that best complies with applicable law and protects the Foundation’s charitable purposes.

48Review and Amendment

This Policy shall be reviewed periodically and preferably at least once every three years, or earlier where:

• applicable law changes;
• regulatory requirements change;
• the Foundation materially expands its operations;
• significant financial risks emerge;
• an audit identifies weaknesses requiring policy changes; or
• the Board otherwise considers amendment necessary.

Amendments shall require approval by the Board or other governing authority empowered to approve them.

49Governing Standard

Nothing in this Policy authorises any action prohibited by applicable law or the Foundation’s governing documents.

Where a higher financial, fiduciary, accounting, donor or regulatory standard applies to a particular transaction or fund, the Foundation shall comply with that higher applicable standard.