NAMIBIA Law and Practice Contributed by: Professor Michael Katz, Wolf Wohlers, Karin Malherbe and Stefanie Busch, ENS Namibia (incorporated as Lorentz Angula Inc.)
5. Corporate Reporting and Disclosures 5.1 Financial Reporting Requirements Annual Financial Statements
wrong, breach of trust or breach of faith committed by any director or officer of that company or by any past director or officer while a director or officer of that company and the company has not instituted proceedings for the recovery of the damages, loss or benefit, any member of the company may initiate proceedings on behalf of the company against that director or officer or past director or officer in the man - ner provided for by the aforementioned section not - withstanding that the company has in any way ratified or condoned that wrong, breach of trust or breach of faith or any act or omission relating to the breach or wrong. Shareholder Loans Shareholders can also enforce any claims against the company in terms of contract law, for example for the repayment of a shareholder loan in terms of a shareholder loan agreement. In such instances, the provisions of such contract and the principles of con - tract law will apply and may be enforced, to the extent that the entry of such agreement by the company was authorised by the company in terms of its articles of There are no specific statutory requirements under the Companies Act, 2004 requiring shareholders to notify holdings above certain thresholds. However, the NSX Listings Requirements impose disclosure obliga - tions on shareholders in listed companies in respect of material shareholdings. Beneficial Ownership Section 122A of the Companies Act, 2004 requires every company to keep a register of beneficial own - ers. Companies must file accurate and up-to-date information of beneficial owners with the Registrar and update this information within seven days of any change. This information must be made available to competent authorities upon request. association and shareholders agreement. 4.5 Shareholders in Publicly Traded Companies Disclosure Obligations
The directors of a company must, in respect of every financial year, cause to be made out annual financial statements and present them before the annual gen - eral meeting. The annual financial statements consist of: • a balance sheet;
• an income statement; • a cash flow statement; • a directors’ report; and • an auditor’s report.
The annual financial statements must fairly present the state of affairs of the company and its business as at the end of the financial year and the profit or loss for that financial year, in conformity with generally accepted accounting practice. Where a company which is not a wholly owned sub - sidiary of another Namibian company has subsidiaries at the end of its financial year, group annual financial statements must be prepared and presented before the annual general meeting. The annual financial statements of a company other than the auditor’s report, must be approved by its directors and signed on their behalf by two of the directors or, if there is only one director, by that direc - tor, and group annual financial statements must simi - larly be approved and signed by the directors of the holding company. A copy of the annual financial statements of a com - pany and the group annual financial statements, if any, must, not less than 21 days before the date of the annual general meeting of the company, be sent to every member of the company and every holder of debentures of the company, whether or not that member or holder of debentures is entitled to receive notices of general meetings of the company, and to all persons other than members or holders of deben - tures of the company who are entitled to receive those notices.
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