NAMIBIA Law and Practice Contributed by: Professor Michael Katz, Wolf Wohlers, Karin Malherbe and Stefanie Busch, ENS Namibia (incorporated as Lorentz Angula Inc.)
ty has taken place or is taking place which has caused or is likely to cause financial loss to the company or to any of its members or creditors, and has made a report in writing to the directors of the company, that auditor may not be removed from office until Section 26 (3)(b) of the Public Accountants’ and Auditors’ Act, 1951 (Act No 51 of 1951), has been complied with. A company may also, by resolution at a general meet - ing with special notice, remove an auditor before the expiration of the auditor’s term of office. The auditor is entitled to make representations to the company and to have these circulated to members. 6.2 Risk Management and Internal Controls General Position The Companies Act, 2004 does not contain specif - ic provisions requiring companies to establish risk management or internal control systems. However, directors have a general duty of care and skill which extends to ensuring that appropriate systems are in place for the management of the company’s affairs. Geopolitical Risk and Sanctions There are no specific regulatory requirements in Namibia regarding board-level oversight of geopoliti - cal risks. Board oversight of compliance with interna - tional sanctions would fall within the general duty of directors to ensure the company complies with appli - cable laws. Listed Companies Listed companies are expected to comply with the NamCode on Corporate Governance, which recom - mends that the board should be responsible for the governance of risk and should ensure that the compa - ny has an effective risk-based internal audit function.
Sustainability Reporting Directive or similar legisla - tion in Namibia. The NamCode on Corporate Governance encourages companies to consider sustainability issues as part of their corporate governance practices. Listed Companies The NSX requires all listed companies to establish a Social, Ethics and Sustainability (SES) Committee as a standing board committee. The committee’s core duties include: • organisational ethics – overseeing and reporting on corporate ethics and anti-corruption measures; • stakeholder relations – managing interactions and communications with stakeholders; • corporate citizenship – ensuring the company operates as a responsible corporate citizen; and • sustainable development – driving sustainable business practices. Listed companies must incorporate ESG disclosures and information into their annual Integrated Report. While NSX guidelines do not prescribe a rigid “one- size-fits-all” format, companies must transparently disclose how they are managing sustainability, envi - ronmental impacts, and social responsibilities. For companies specifically seeking to list “Green Bonds” or other sustainable finance instruments, the NSX requires the issuer to have an ESG framework that complies with established international stand - ards. Environmental Legislation Companies operating in sectors with environmental impacts may be subject to sector-specific environ - mental legislation, such as the Environmental Man - agement Act, 2007 but these do not impose general ESG reporting requirements on all companies. 7.2 ESG Developments Current Climate Given the limited development of ESG-specific legis - lation in Namibia, there have been no material shifts in ESG reporting requirements. Namibia continues to rely on the general principles of the NamCode on Cor -
7. Environmental, Social and Governance 7.1 ESG Requirements Current Position
Namibia does not currently have specific statutory requirements mandating ESG reporting for compa - nies. There is no equivalent of the EU’s Corporate
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