NAMIBIA Law and Practice Contributed by: Professor Michael Katz, Wolf Wohlers, Karin Malherbe and Stefanie Busch, ENS Namibia (incorporated as Lorentz Angula Inc.)
person who was knowingly a party to the carrying on of such business to be personally responsible, without limitation of liability, for all or any of the
• emoluments and pensions of directors; and • particulars of service contracts with directors.
debts of the company. Limitation of Indemnity
4. Shareholders 4.1 Companies and Shareholders The Relationship Between Company and Shareholders
Section 255 of the Companies Act, 2004 provides that any provision, whether contained in the articles or in any contract with a company, which purports to exempt any director or officer from any liability which by law would otherwise attach to them in respect of any negligence, default, breach of duty or breach of trust, or to indemnify them against that liability, is void. However, a company may indemnify any director, officer or auditor in respect of any liability incurred by them in defending any proceedings, whether civil or criminal, in which judgment is given in their favour or in which they are acquitted. 3.10 Payments to Directors/Officers Approval Requirements The remuneration of directors is to be determined by the company in general meeting. Under the standard Table A and Table B articles, directors may not vote on their own remuneration. Section 230 of the Companies Act, 2004, restricts the allotment or issue of shares or debentures to directors unless approved by the company in general meeting. Section 234 prohibits the making of loans or the provi - sion of security to directors without approval by spe - cial resolution, subject to certain exceptions. Consequences of Non-Compliance Directors who authorise or permit loans or security to directors on terms that are not fair to the company or fail to provide reasonable protection for its business interests are liable to the company for any damage directly arising from such loans or security. Disclosure Requirements The annual financial statements of a company must disclose: • all loans to directors and security provided for their benefit;
A company is a juristic person separate from its share - holders. Shareholders are members of the company, and their rights and obligations are governed by the Companies Act, 2004 and the company’s memoran - dum and articles of association. In terms of Section 97 of the Companies Act, 2004, shares are movable property that are transferable under the Companies Act. Register of Members Every company must maintain a register of its mem - bers at its registered office or at the office where it is made up. The register must contain the names and addresses of members, the number and class of shares held, the date of becoming a member and the date of ceasing to be a member. The register of members is open to inspection by any member of the company without charge and by any other person on Shareholders do not participate directly in the day- to-day management of a company; this function is reserved for the directors. However, shareholders exercise control over certain matters through general meetings, including: • appointment and removal of directors; • approval of major transactions; • amendments to the memorandum and articles; • appointment of auditors; • approval of financial statements; • shareholders are generally not able to direct the management of a company to take or refrain from taking specific actions in the business, except through their voting rights at general meetings; and • the shareholders’ agreement in respect of a com - pany may classify certain operational decisions as payment of the prescribed fee. 4.2 Role of Shareholders
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