NAMIBIA Law and Practice Contributed by: Professor Michael Katz, Wolf Wohlers, Karin Malherbe and Stefanie Busch, ENS Namibia (incorporated as Lorentz Angula Inc.)
management and control of a company is vested in its directors, with both the standard Table A (for public companies) and Table B (for private compa - nies) providing that “the business of the company shall be managed by the directors”; and • the general meeting of members (sharehold - ers). Section 187 (1) of the Companies Act, 2004 requires every company to hold annual general meetings, while Section 188 (1) provides that gen - eral meetings may also be held from time to time. Shareholders exercise significant powers through these meetings, including approving the issue of shares, passing special resolutions, and removing directors by resolution. In addition to the principal organs referred to above, officers of the company, including the company sec - retary, perform administrative and compliance func - tions. The Companies Act, 2004 defines “officer”, in relation to a company, as including any managing director, manager or secretary, but excludes a sec - retary which is a body corporate. It should be noted, however, that the Companies Act, 2004 does not spe - cifically assign responsibility for statutory compliance to the secretary alone; rather, compliance duties are generally imposed on the company and its directors Directors have the full power to conduct the business of a company, subject to restrictions in the Companies Act, 2004 and the company’s articles. Both Table A (for public companies) and Table B (for private com - panies) provide that the business of the company shall be managed by the directors, who may exercise all such powers of the company as are not required by the Companies Act, 2004 or by the articles to be exercised by the company in general meeting. Key decisions and functions of the board include: • day-to-day management and operational deci - sions; • the appointment of a managing director or manag - er from among their number, and the determination of such person’s term, remuneration and powers; • the recommendation of dividends to the general meeting, and the payment of interim dividends as and officers collectively. 2.2 Types of Decisions
appear to the directors to be justified by the profits of the company; • the approval and signing of the annual financial statements on behalf of the board, as required by Section 305 (1) of the Companies Act, 2004, prior to those statements being laid before the company in general meeting for consideration; and • the convening of general meetings Shareholders, acting through general meetings, exer - cise authority over certain matters prescribed by the Companies Act, 2004 and the company’s articles, including: • alteration of the memorandum or articles of asso - ciation, by special resolution; • the election and removal of directors; • the appointment and removal of auditors; • the consideration of the annual financial state - ments; • the declaration of dividends, which may not exceed the amount recommended by the directors; • changes to share capital, by special resolution; • the approval of the allotment and issue of shares by the directors; • the approval of the acquisition by a company of its The procedures by which decisions of directors and shareholders are made are prescribed by the Compa - nies Act, 2004 and the company’s articles. In terms of Table A and Table B of the Companies Act, 2004, the directors may meet together for the despatch of business, adjourn and otherwise regulate their meetings as they think fit: • questions arising at any meeting of directors shall be decided by a majority of votes; • the quorum necessary for the transaction of the business of the directors may be fixed by the direc - tors, and unless so fixed shall, when the number of directors exceeds three, be three, and when the number of directors does not exceed three, shall be two; own shares, by special resolution; and • voluntary winding-up of the company. 2.3 Decision-Making Processes
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