Corporate Governance 2026 Comparisons

Namibian law recognises various types of business organisations. The principal forms are:

• sole proprietorships, providing for personal and unlimited liability of the proprietor;
• partnerships under common law, providing for personal and unlimited liability of the partners;
• business trusts under common law and the Trust Administration Act, 2023, which may effectively provide for limitation of liability to the maximum value of the trust assets;
• close corporations registered under the Close Corporations Act, 1988, which are juristic persons separate from their members, whereby members may only be natural persons, providing for limited liability for such members;
• private and public companies registered under the Companies Act, 2004, which are juristic persons separate from their shareholders, providing for limited liability for such shareholders; and
• external companies, being organisations established outside Namibia and which have established a place of business in Namibia and therefore required to register as external company under the Companies Act, 2004.

The corporate governance framework for companies in Namibia is derived from a combination of statutory, common law, contractual and self-regulatory sources. These sources operate together to establish the duties, obligations and standards of conduct applicable to companies and their directors.

The foundational legal sources of corporate governance for all companies in Namibia are:

• the Companies Act, 2004, which is the primary statute governing the incorporation, management and regulation of companies in Namibia; and
• the common law, which imposes fiduciary duties and duties of care and skill on directors.

In addition to these overarching legal requirements, the governance of individual companies is shaped by the following company-specific sources:

• a company’s memorandum and articles of association, which constitute the constitutional documents of the company and may impose additional duties and requirements beyond those prescribed by statute and common law; and
• any agreement between directors and the company on whose board they serve.

Listed companies are subject to further corporate governance obligations, including:

• the Namibia Securities Exchange (NSX) Listings Requirements, which impose additional corporate governance obligations on listed companies; and
• the Corporate Governance Code for Namibia (the “NamCode”), which was published as a replacement of the King II Report on Corporate Governance and has been specifically adapted for the Namibian context. The NamCode applies on an “apply-or-explain” basis and provides guidance on the governance of companies in Namibia, particularly listed companies.

Companies Act, 2004

This is the primary statute governing the incorporation, management, liquidation and regulation of companies in Namibia. The Companies Act came into operation on 1 November 2010 and replaced the Companies Act, 1973. It addresses all aspects of company law including registration procedures, types of companies, share capital, directors and officers, shareholder meetings, auditors, accounting and disclosure requirements, mergers and acquisitions, external companies and winding-up procedures.

Close Corporations Act, 1988

This statute governs close corporations, which are a simpler form of business entity limited to a maximum of ten natural persons as members.

Foreign Investments Act, 1990

Section 3(2) of the Foreign Investments Act, 1990 provides that for the purposes of any law governing the establishment and carrying on of any business activity, a foreign national shall be in no different position than any Namibian, thereby ensuring equal treatment of foreign investors.

Business and Intellectual Property Authority Act, 2016

The Business and Intellectual Property Authority Act, 2016 established the Business and Intellectual Property Authority (BIPA), which now administers the functions previously performed by the Registrar of Companies.

Companies with shares listed on the Namibia Securities Exchange (NSX) are subject to additional corporate governance requirements beyond those imposed by the Companies Act, 2004, including:

• the NSX Listings Requirements, which require listed companies to comply with specific corporate governance requirements and to disclose their compliance in annual reports, including requirements for a policy detailing formal and transparent procedures for board appointments, a clear division of responsibilities at board level, separation of the roles of chief executive officer and chairperson, and the appointment of an audit committee, remuneration committee and, where appropriate, a risk committee and nomination committee; and
• the Corporate Governance Code for Namibia, which operates on an “apply-or-explain” basis and recommends that all Namibian entities, especially listed companies, apply its principles and disclose in their annual reports how they have done so or, if not, the reasons for non-application. The NamCode is voluntary and non-legislated in nature, but failure to meet a recognised standard of governance may render a board or individual director liable in law.

There have been no recent material changes to listing requirements in Namibia that significantly affect corporate governance. However, the Namibia Securities Exchange (formerly the Namibian Stock Exchange, renamed on 15 November 2024) is currently reviewing its listing rules as part of its demutualisation process under the Financial Institutions and Markets Act, 2021 (FIMA), which substantively, save for identified exceptions, commenced on 1 May 2026..

The principal organs of a Namibian company are:

• the board of directors, which is the primary organ responsible for the management and control of a company. In terms of the Companies Act, 2004, the 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 companies) providing that “the business of the company shall be managed by the directors”; and
• the general meeting of members (shareholders). Section 187(1) of the Companies Act, 2004 requires every company to hold annual general meetings, while Section 188(1) provides that general 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 secretary, perform administrative and compliance functions. The Companies Act, 2004 defines “officer”, in relation to a company, as including any managing director, manager or secretary, but excludes a secretary which is a body corporate. It should be noted, however, that the Companies Act, 2004 does not specifically assign responsibility for statutory compliance to the secretary alone; rather, compliance duties are generally imposed on the company and its directors and officers collectively.

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 companies) 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 decisions;
• the appointment of a managing director or manager 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 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, exercise authority over certain matters prescribed by the Companies Act, 2004 and the company’s articles, including:

• alteration of the memorandum or articles of association, by special resolution;
• the election and removal of directors;
• the appointment and removal of auditors;
• the consideration of the annual financial statements;
• 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 own shares, by special resolution; and
• voluntary winding-up of the company.

The procedures by which decisions of directors and shareholders are made are prescribed by the Companies 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 directors, 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;
• in terms of Section 250(2) of the Companies Act, 2004, any resolution of directors in the form of a written resolution signed by the directors is deemed to be a minute of a meeting; and
• Section 76 of Table B further provides that a resolution in writing, signed by all the directors, shall be as valid and effectual as if it had been passed at a meeting of the directors duly convened and held.

Shareholders make decisions at general meetings by way of resolutions:

• a company must hold its first annual general meeting within 18 months after the date of its incorporation, and thereafter not more than 15 months shall elapse between the date of one annual general meeting and that of the next;
• general meetings may be convened by two or more members holding not less than one-tenth of the issued share capital of the company, as provided by Section 188(2) of the Companies Act, 2004;
• directors must also convene a general meeting on the requisition of 100 members or members holding not less than one-twentieth of the capital carrying voting rights, as provided by Section 189(1) of the Companies Act, 2004;
• unless a special resolution is required, resolutions are passed by a simple majority of votes; and
• in terms of Section 207(1) of the Companies Act, 2004, a special resolution requires not less than 21 days’ notice specifying the intention to propose the resolution as a special resolution, and must be passed by not less than three-fourths of the votes of members present in person or by proxy who are entitled to vote at the meeting.

Namibian law adopts a unitary board structure, meaning that a company has a single board of directors responsible for both the management and supervision of the company. There is no legal requirement for a two-tier board structure with separate management and supervisory boards.

In terms of Section 216(1) of the Companies Act, 2004:

• every public company must have at least two directors; and
• every private company must have at least one director.

In terms of Section 216(2) of the Companies Act, 2004, until directors have been appointed, every subscriber to the memorandum of a company is deemed, for all purposes, to be a director of the company.

Executive and Non-Executive Directors

The NamCode recognises the distinction between executive and non-executive directors. Executive directors are involved in the day-to-day management and are typically full-time salaried employees of the company. Non-executive directors are not involved in the day-to-day running of the business and should therefore enjoy a greater degree of detachment, objectivity and independence when considering the company's affairs.

However, the Companies Act, 2004 does not distinguish between the duties of executive and non-executive directors. Both categories of directors owe the same fiduciary and statutory duties to the company.

Chairperson

The directors may elect a chairperson of their meetings and determine the period for which the chairperson is to hold office. If no chairperson is elected, the directors present may elect one of their number to be chairperson of the meeting. For listed companies, the NSX requires that the chief executive officer must not also hold the position of chairperson.

General Requirements

There are no specific statutory requirements regarding the composition of boards in Namibia beyond the minimum number of directors. The Companies Act, 2004 does not mandate the appointment of independent directors, nor does it prescribe any specific board diversity requirements.

Listed Companies

Listed companies are expected to comply with the NamCode on Corporate Governance, which recommends that boards should comprise a balance of executive and non-executive directors, with a majority of non-executive directors, the majority of whom should be independent. The NSX Listings Requirements mandate that audit committees and nomination committees should consist only of non-executive directors, of whom the majority must be independent.

Section 225 of the Companies Act, 2004 disqualifies the following persons from being appointed or acting as a director of a company:

• a body corporate;
• a minor or any other person under legal disability;
• any person who is the subject of any order under the Companies Act (or deemed to have been issued under the Companies Act) disqualifying them from being a director;
• save under authority of the court:
1. an unrehabilitated insolvent;
2. any person removed from an office of trust on account of misconduct;
3. any person convicted of insider trading or any other fraud-on-the-market offence; or
4. any person convicted, whether in Namibia or elsewhere, of theft, fraud, forgery, uttering a forged document, perjury, corruption, or any offence involving dishonesty or connected with the promotion, formation or management of a company, and sentenced to imprisonment without the option of a fine or to a fine of NAD1,000 or more.

Any person who is disqualified from being appointed or acting as a director and who purports to act as a director, or who directly or indirectly takes part in or is concerned in the management of any company, commits an offence. Such person is liable to a fine not exceeding NAD8,000, or to imprisonment for a period not exceeding two years, or to both the fine and imprisonment.

Nothing in Section 225 prevents a company from providing in its articles for any further disqualifications for the appointment of, or the retention of office by, any person as a director of that company.

Removal of Directors

A company may by ordinary resolution remove a director before the expiration of the director’s period of office, notwithstanding anything in its memorandum, articles or in any agreement between it and the director. In terms of Sections 194 and 228 of the Companies Act, 2004, special notice of not less than 28 days must be given to the company, and the director concerned is entitled to be heard and to make written representations.

Independence Requirements

The Companies Act, 2004 does not prescribe specific requirements for director independence. However, directors are required to disclose conflicts of interest.

Conflicts of Interest

In terms of Section 242 of the Companies Act, 2004, a director who is in any way, whether directly or indirectly, materially interested in a contract or proposed contract which is of significance in relation to the company’s business must declare their interest and full particulars of the interest. The declaration must be made at or before the directors’ meeting at which the contract is first considered.

Although a director who has declared such interest is not prohibited by the Companies Act, 2004 from voting on the matter, Namibian corporate governance best practice, as reflected in the NamCode, expects that an interested director will not vote on such contract. Usually, such director would recuse themselves from both the discussion and the decision.

Directors’ duties in Namibia arise from three principal sources, namely the Companies Act, 2004, the common law and the company’s articles of association.

Statutory Duties

The Companies Act, 2004 imposes numerous specific duties on directors, including:

• Section 242 – duty to disclose interests in contracts;
• Section 241 – prohibition against insider trading;
• Section 234 – prohibition on making loans to directors not in the best interests of the company;
• Section 292 – duty to ensure proper accounting records are kept; and
• Section 250 – duty to cause minutes of directors’ meetings to be kept.

Common Law Duties

Directors have a fiduciary duty to conduct the company’s affairs honestly and in the interests of the company. They must act in good faith towards the company, exercise their powers for the benefit of the company and avoid conflicts between their own interests and those of the company. Directors would breach their fiduciary duties if they:

• fail to prevent a conflict of interest;
• exceed the limitations of their power;
• fail to maintain an unfettered discretion; and
• fail to exercise their powers for the purpose for which they were conferred.

Directors are required to exercise the degree of care and skill that can reasonably be expected of a person with their knowledge and experience. A director is not required to have special business acumen or expertise, or even experience in the business of the company, but is expected to exercise reasonable care.

To Whom Do Directors Owe Their Duties?

Directors owe their duties primarily to the company, not to individual shareholders. A general fiduciary duty rests on directors to promote the interests of all the members of the company, but no specific fiduciary relationship exists between a director and individual members.

Stakeholder Interests

Namibian law does not expressly require directors to take into account the interests of stakeholders other than shareholders (such as employees, creditors or the community) when making decisions, although directors may consider such interests insofar as they affect the interests of the company as a whole.

Enforcement

Breaches of directors’ duties may be enforced by the company itself, acting through its board of directors or shareholders. Section 274 of the Companies Act, 2004 permits a member of a company to apply to the Court for an order authorising the member to bring proceedings on behalf of the company (a derivative action) if the company refuses to do so.

Consequences of Breach

If a director breaches their fiduciary duty and the company suffers a loss or the director is benefited, the amount of such loss or benefit may be recovered by the company and the transaction concerned may be set aside. Directors who negligently breach their duty of care may be personally liable to the company for any loss suffered as a result.

Statutory Penalties

The Companies Act, 2004 prescribes various penalties for breaches of statutory duties:

• failure to disclose interests in contracts – fine not exceeding NAD4,000 or imprisonment for up to one year, or both;
• insider trading – fine not exceeding NAD8,000 or imprisonment for up to two years, or both; and
• prohibited loans to directors – fine not exceeding NAD4,000 or imprisonment for up to one year, or both.

Personal Liability Provisions

The Companies Act, 2004 contains several provisions imposing personal liability on directors:

• Section 56 – personal liability for failure to comply with requirements to use the company’s proper name on official documents, bills of exchange and other specified documents;
• Section 180(6) – joint and several liability of subscribers and directors for debts incurred before a certificate to commence business is issued; and
• Section 430 – if any business of a company was or is being carried on recklessly or with intent to defraud creditors, the court may declare any 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 debts of the company.

Limitation of Indemnity

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.

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 provision of security to directors without approval by special 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;
• emoluments and pensions of directors; and
• particulars of service contracts with directors.

The Relationship Between Company and Shareholders

A company is a juristic person separate from its shareholders. Shareholders are members of the company, and their rights and obligations are governed by the Companies Act, 2004 and the company’s memorandum 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 members 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 payment of the prescribed fee.

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 company may classify certain operational decisions as being reserved for shareholders or a special majority of shareholders. The shareholders of a company have a broad discretion to include such shareholder reserved matters in the company’s shareholders agreement.

Annual General Meetings

Every company must hold an annual general meeting within 18 months after incorporation and thereafter within not more than nine months after the end of every ensuing financial year, or within not more than 15 months after the last annual general meeting. The annual general meeting must, inter alia:

• receive from the directors an account of the company’s business for the past financial year;
• consider the annual financial statements;
• deal with the appointment and removal of the auditor; and
• deal with resolutions of which notice has been given to members.

Convening of General Meetings

General meetings may be convened on requisition of:

• 100 members of the company or of members holding at the date of the lodging of the requisition not less than one-twentieth of such of the capital of the company as at the date of the lodgement carries the right of voting at general meetings of the company; or
• in the case of a company not having a share capital, 100 members of the company or of members representing not less than one-twentieth of the total voting rights of all the members having at that date a right to vote at general meetings of the company, within 14 days of the lodging of the requisition issue a notice to members convening a general meeting of the company for a date not less than 21 and not more than 35 days from the date of the notice.

Notice Requirements

Other than if requisitioned as set out above, an annual general meeting and meetings called for passing a special resolution require not less than 21 days’ notice in writing. Other general meetings require not less than 14 days’ notice.

Quorum

Unless the articles of association of a company provide otherwise:

• three members constitute a quorum for a public company;
• two members constitute a quorum for a private company, unless it has only one member; and
• in the case of a wholly owned subsidiary, the representative of the holding company constitutes a quorum.

Voting

Every member has the right to vote at meetings of the company in respect of each share held. Resolutions are generally passed on a simple majority.

Special resolutions require the passing of a resolution by not less than three-fourths of the votes of members present in person or by proxy.

Shareholders may appoint proxies to attend, speak and vote on their behalf.

Oppression Remedy

Section 260 of the Companies Act, 2004 provides that any member who complains that any particular act or omission of a company is unreasonably prejudicial, unjust or inequitable, or that the affairs of the company are being conducted in a manner unreasonably prejudicial to them or to some part of the members, may apply to the court for an order under Section 260 of the Companies Act, 2004. If the court considers it just and equitable, the court may, with a view to bringing to an end the matters complained of, make an appropriate order, whether for regulating the future conduct of the company’s affairs or for the purchase of the shares of any members of the company by other members or by the company.

Derivative Actions

Section 274 of the Companies Act, 2004 provides that where a company has suffered damages or loss or has been deprived of any benefit as a result of any 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 manner provided for by the aforementioned section notwithstanding 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 contract 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 association and shareholders agreement.

Disclosure Obligations

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 obligations 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 owners. 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.

Annual Financial Statements

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 general 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 subsidiary 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 director, and group annual financial statements must similarly be approved and signed by the directors of the holding company.

A copy of the annual financial statements of a company 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 debentures of the company who are entitled to receive those notices.

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 subsidiaries 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 present 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 debentures 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 operations of the company or, in the case of a holding company, of the company and its subsidiaries during that accounting period.

Every company which issues an interim report or provisional annual financial statements must, within seven 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.

Listed Companies

Listed companies must disclose their corporate governance arrangements in their annual reports. In compliance 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 companies to make specific corporate governance disclosures.

BIPA

Companies in Namibia are incorporated and registered through the Business and Intellectual Property Authority (BIPA), also known as the Registrar of Companies. The Registrar maintains a register of all companies 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 incorporation;
• 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.

Public Availability

Documents lodged with the Registrar are generally available for public inspection upon payment of the prescribed fee.

Consequences of Non-Compliance

Failure to make required filings may result in fines, additional fees for late submissions, and, in serious cases, deregistration of the company.

Supervisory Powers

The Registrar has powers to require companies to provide information concerning their affairs, to investigate companies’ membership and ownership, and to enforce compliance with the Companies Act, 2004.

Namibia has enacted anti-money laundering legislation, including the Financial Intelligence Act, 2012 and its regulations, which imposes reporting obligations on accountable institutions.

Board Oversight

Although no specific statutory provisions require boards to establish dedicated anti-money laundering oversight structures, directors remain subject to a general duty to ensure that the company complies with applicable laws, including anti-money laundering legislation. The Financial Intelligence Act, 2012 further requires accountable institutions to obtain senior management approval for anti-money laundering policies and to appoint a compliance officer at management level.

Personal Liability

Directors may face personal liability for AML non-compliance if they were knowingly party to the commission of any offence or if they failed to take reasonable steps to prevent AML violations.

Appointment Requirement

Every company must appoint an auditor. In terms of Section 278 of the Companies Act, 2004, a company must, at every annual general meeting, appoint an auditor to hold office from the conclusion of that meeting until the conclusion of the next annual general meeting.

Disqualification

No body corporate, and no person who is not qualified to act as such under the Public Accountants’ and Auditors’ Act, 1951 may become the auditor of a company. The following persons are also disqualified:

• a director or officer of the company or its subsidiary or holding company;
• a person who habitually or regularly performs duties of secretary or bookkeeper (subject to certain exceptions for private companies); and
• a partner or employee of a director or officer of the company.

Duties of the Auditor

Section 308 of the Companies Act, 2004 sets out the duties of the auditor, including:

• examining the annual financial statements and group annual financial statements;
• satisfying themselves that proper accounting records have been kept;
• satisfying themselves that the minute books and attendance registers have been kept in proper form;
• satisfying themselves that the register of interests in contracts has been kept;
• examining or satisfying themselves as to the exercise of any securities of the company; and
• reporting to the members in accordance with the Companies Act, 2004.

Removal of Auditors

Any company may, subject to Subsection (2) and Section 287, at an annual general meeting by resolution passed by not less than three-fourths of the members entitled to vote who are present in person or by proxy, determine that any person then holding office as its auditor must not be reappointed or that some other person must be appointed as the auditor of the company.

Where an auditor has reason to believe that in the conduct of the affairs of the company a material irregularity 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 meeting 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.

General Position

The Companies Act, 2004 does not contain specific 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 geopolitical risks. Board oversight of compliance with international sanctions would fall within the general duty of directors to ensure the company complies with applicable laws.

Listed Companies

Listed companies are expected to comply with the NamCode on Corporate Governance, which recommends that the board should be responsible for the governance of risk and should ensure that the company has an effective risk-based internal audit function.

Current Position

Namibia does not currently have specific statutory requirements mandating ESG reporting for companies. There is no equivalent of the EU’s Corporate Sustainability Reporting Directive or similar legislation 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, environmental 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 standards.

Environmental Legislation

Companies operating in sectors with environmental impacts may be subject to sector-specific environmental legislation, such as the Environmental Management Act, 2007 but these do not impose general ESG reporting requirements on all companies.

Current Climate

Given the limited development of ESG-specific legislation in Namibia, there have been no material shifts in ESG reporting requirements. Namibia continues to rely on the general principles of the NamCode on Corporate Governance and the NSX Rules, which encourage consideration of sustainability issues but do not mandate specific ESG disclosures.

Future Developments

There is growing international pressure and awareness of ESG issues, and it is anticipated that Namibia may in due course develop ESG-specific reporting requirements, particularly for listed companies and large enterprises.

Current Position

Namibia does not currently have specific legal or regulatory requirements relating to board oversight of artificial intelligence. There are no statutory requirements for board composition, committee mandates or risk and control frameworks specifically addressing AI.

Directors remain subject to their general duties of care, skill and diligence, which would extend to oversight of the deployment and risks associated with AI systems used by the company.

Current Position

Namibia does not currently have dedicated governance frameworks addressing AI use-related risks, including reputational risks. There is no AI-specific legislation or regulatory guidance.

Key Developments

There have been no significant AI governance developments in Namibia to date. Companies deploying AI systems would be subject to general legal principles, including data protection requirements under the proposed Data Protection legislation (which has not yet been enacted) and general consumer protection (which has also not been enacted yet) and contract law principles.

Namibia lacks AI-specific legislation, so board and officer liability for AI use arises under existing laws: the Companies Act, 2004 (disclosure failures, breach of duty), constitutional privacy protections, and intellectual property statutes (Industrial Property Act, 2012, Copyright Act, 1994). Pending bills on data protection and consumer protection would expand exposures once enacted. Enforcement lies with the Registrar of Companies, courts, BIPA, the Competition Commission and CRAN, with future regulators anticipated under draft legislation.

Namibia has no AI-specific disclosure requirements. However, the Companies Act, 2004 imposes general materiality-based standards that may capture AI-related matters – directors’ reports must address every matter material to the company’s state of affairs and business, and prospectuses must describe the business and any material changes.

Where AI use, investments, risks or incidents are material, disclosure may be required under these existing provisions. Namibia does not mandate sustainability reporting, so there is no statutory obligation for AI governance or ethics disclosures in that context.