NAMIBIA Law and Practice Contributed by: Professor Michael Katz, Wolf Wohlers, Karin Malherbe and Stefanie Busch, ENS Namibia (incorporated as Lorentz Angula Inc.)
5.2 Corporate Governance Arrangement Disclosure Listed Companies Listed companies must disclose their corporate gov - ernance arrangements in their annual reports. In com - pliance with the NamCode on Corporate Governance and the NSX Listings Requirements, listed companies must include: • a narrative statement of how the company has applied NamCode principles; and • a statement addressing the extent of compliance with the NamCode principles and the reasons for any non-compliance. Private Companies There are no statutory requirements for private com - panies to make specific corporate governance dis - closures. 5.3 Incorporation and Registration BIPA Companies in Namibia are incorporated and regis - tered through the Business and Intellectual Property Authority (BIPA), also known as the Registrar of Com - panies. The Registrar maintains a register of all com - panies incorporated under the Companies Act, 2004 and all external companies registered in Namibia. Required Filings Companies are required to make numerous filings with the Registrar, including: • memorandum and articles of association on incor - poration; • annual returns; • changes to the memorandum of association and articles of association; • the passing of any special resolution in terms of the Companies Act, 2004; • changes to the registered office and postal address; • changes to directors, auditors and officers; • financial statements (for public companies); and • annual duty payments.
Auditor Report When the auditor of a company has complied with the requirements of, and has satisfied themselves as to the matters stated in, Section 308, and has carried out the audit free from any restrictions whatsoever, the auditor must make a report to the members of the company to the effect that they have examined the annual financial statements and group annual financial statements and that in their opinion they fairly present the financial position of the company and its subsidi - aries and the results of its operations and that of its subsidiaries in the manner required by the Companies Act, 2004. The auditor’s report must, unless all the members pre - sent agree to the contrary, be read out at the annual general meeting. Interim Reports and Provisional Annual Financial Statements Every public company having a share capital, other than a wholly owned subsidiary, must send half-yearly interim reports to every member and holder of deben - tures within three months after the end of the first six months of its financial year. Every public company having a share capital, other than a wholly owned subsidiary, which does not within three months after the end of its financial year issue copies of its annual financial statements in terms of Section 306 (1) must, not later than the date on which that period of three months expires, send to every member and holder of debentures of the company a copy of the provisional annual financial statements of the company fairly presenting the business and opera - tions of the company or, in the case of a holding com - pany, of the company and its subsidiaries during that accounting period. Every company which issues an interim report or pro - visional annual financial statements must, within sev - en days from the date of issue and on the prescribed form, lodge a copy of that interim report or provisional annual financial statements with the Registrar.
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