NAMIBIA Law and Practice Contributed by: Professor Michael Katz, Wolf Wohlers, Karin Malherbe and Stefanie Busch, ENS Namibia (incorporated as Lorentz Angula Inc.)
1.3 Companies With Publicly Traded Shares Companies with shares listed on the Namibia Securi - ties Exchange (NSX) are subject to additional corpo - rate governance requirements beyond those imposed by the Companies Act, 2004, including: • the NSX Listings Requirements, which require listed companies to comply with specific corporate governance requirements and to disclose their compliance in annual reports, including require - ments for a policy detailing formal and transparent procedures for board appointments, a clear divi - sion of responsibilities at board level, separation of the roles of chief executive officer and chairperson, and the appointment of an audit committee, remu - neration committee and, where appropriate, a risk committee and nomination committee; and • the Corporate Governance Code for Namibia, which operates on an “apply-or-explain” basis and recommends that all Namibian entities, especially listed companies, apply its principles and disclose in their annual reports how they have done so or, if not, the reasons for non-application. The NamCode is voluntary and non-legislated in nature, but failure to meet a recognised standard of governance may render a board or individual director liable in law. 1.4 Stock Exchange Requirements Developments There have been no recent material changes to listing requirements in Namibia that significantly affect cor - porate governance. However, the Namibia Securities Exchange (formerly the Namibian Stock Exchange, renamed on 15 November 2024) is currently reviewing its listing rules as part of its demutualisation process under the Financial Institutions and Markets Act, 2021 (FIMA), which substantively, save for identified excep - tions, commenced on 1 May 2026..
• the Namibia Securities Exchange (NSX) Listings Requirements, which impose additional corporate governance obligations on listed companies; and • the Corporate Governance Code for Namibia (the “NamCode”), which was published as a replace - ment of the King II Report on Corporate Govern - ance and has been specifically adapted for the Namibian context. The NamCode applies on an “apply-or-explain” basis and provides guidance on the governance of companies in Namibia, particu - larly listed companies. 1.2 Corporate Governance Legislation and Regulation Companies Act, 2004 This is the primary statute governing the incorpo - ration, management, liquidation and regulation of companies in Namibia. The Companies Act came into operation on 1 November 2010 and replaced the Companies Act, 1973. It addresses all aspects of company law including registration procedures, types of companies, share capital, directors and offic - ers, shareholder meetings, auditors, accounting and disclosure requirements, mergers and acquisitions, external companies and winding-up procedures. Close Corporations Act, 1988 This statute governs close corporations, which are a simpler form of business entity limited to a maximum of ten natural persons as members. Foreign Investments Act, 1990 Section 3 (2) of the Foreign Investments Act, 1990 pro - vides that for the purposes of any law governing the establishment and carrying on of any business activ - ity, a foreign national shall be in no different position than any Namibian, thereby ensuring equal treatment of foreign investors. Business and Intellectual Property Authority Act, 2016 The Business and Intellectual Property Authority Act, 2016 established the Business and Intellectual Prop - erty Authority (BIPA), which now administers the func - tions previously performed by the Registrar of Com - panies.
2. Corporate Management 2.1 Principal Bodies or Functions
The principal organs of a Namibian company are: • the board of directors, which is the primary organ responsible for the management and control of a company. In terms of the Companies Act, 2004, the
508 CHAMBERS.COM
Powered by FlippingBook