It is with great pleasure that we present the findings of our 2019 edition of the Deloitte Corporate Governance Survey for Namibia. The aim of the survey is to collate and analyse data regarding the policies, procedures and practices followed by Namibian entities to adhere to corporate governance principles. It should be noted that this survey covers both public and private entities and our aim is for this report to be a catalyst for contemplation, in-depth discussions and an improvement in governance practices in the country. This report is envisioned to be the first of several reports on governance matters in Namibia and will focus on presenting the factual results of our survey, whereas following reports will delve into more detailed analysis and interpretation of results.

Background and methodology

Effective governance frameworks, structures and practices are paramount to ensure that the organisation delivers on its strategic mandate and behaves like a responsible corporate citizen. Key ingredients include a balanced and effective board of directors providing the necessary guidance and oversight to management teams, as well as ethical leadership and codes of conduct that encompass honesty, transparency and fairness.

The NamCode was introduced in Namibia in 2014, with the main objective to respond to the need for a Namibian specific code that addresses international corporate governance best practice within the Namibian context. The NamCode sets out relevant principles, and requires application on an “apply or explain” basis. The main overarching categories can be summed up as follows:

• Ethical leadership and corporate citizenship
• Boards and directors
• Audit committees
• The governance of risk
• The governance of information technology
• Compliance with laws, codes, rules and standards
• Internal audit
• Governing stakeholder relationships
• Integrated reporting and disclosure

The Namibian Stock Exchange (NSX) is currently in the process of determining the applicability of the King IV report for the Namibian environment. King IV proposes a number of important new introductions and refines some of the principles already present in King III and the NamCode:

• Applying a principle-and-outcomes based approach as opposed to a tick-box (“comply or explain”);
• Consolidating the previous 75 principles into 16 principles, with a greater focus on the achievement of one or more very distinct governance outcomes, including:

1.  Ethical culture,
2.  Good performance,
3.  Effective control, and/or legitimacy.

• Each principle is supported by a limited number of recommended practices, and requires specific disclosures;
• Increased focus on remuneration, with the tabling of both the remuneration policy and an implementation report for a non-binding advisory vote with the shareholders;
• Separation of the management of information from the management of technology;
• Information is now considered a separate corporate asset with its own governance structures to protect and enhance this asset;
• The establishment of a Social & Ethics Committee (SEC) as a prescribed Board committee, which would oversee ethical behaviour and ethics management, amongst other duties;
• Increased emphasis on the critical role of active stakeholders in the governance process;
• Greater focus on opportunity management in strategic planning in addition to risk management;
• The combination or collaboration of the Audit and Risk Committees;
• Additional disclosures within the Audit Committee Report;
• Implementation of a group governance framework for groups;
• Adjustments to guidance related to the combined assurance model;
• Change from a factual approach to independence to a “perception of independence” based approach – Independence is “a state of mind”;
• Formal requirement of the Board to approve the strategy and oversee the policies and plans developed from the strategy;
• A move away from the triple bottom-line reporting (profit-planet-people) to principles aligned to the Integrated Reporting Framework by the International Integrated Reporting Council (IIRC); and
• Increased disclosure requirements. 

We are pleased to include in this report the responses we received from both the private and public sector in Namibia. Electronic survey questionnaires were completed by respondents in the different entities we surveyed, and included responses from:

1. Chief Executive Officers and Managing Directors;
2. Company Secretaries; and
3. Heads of Governance and Compliance.

We have further supplemented these surveys with one-on-one interviews with Board Chairpersons of our respondent group.

This survey was endorsed by our strategic partners, namely:

• Ministry of Public Enterprises
• Namibian Stock Exchange

Consistent with the previous editions, given the qualitative and quantitative nature of the responses, we have taken care to ensure that information presented in our survey is, to the greatest extent possible, anonymous and a fair reflection of the responses received.

We would like to extend our appreciation to the respondents for the time and enthusiasm devoted to providing comprehensive responses.

We believe that Namibia remains a prime investment destination and provides excellent economic growth potential even in this time of economic downturn. Our hope is that this report will contribute to the adoption, implementation and application of good corporate governance practices, and that this will lead to a return to economic growth and greater adoption of socially and environmentally responsible practices which will serve to support enterprises through this period of uncertainty.

Results

In this survey we have relied upon the respondents’ self- assessments and their responses have been presented with no modification or adjustment in an attempt to preserve the integrity of the responses provided. We have not verified the accuracy or completeness of the information provided by the respective respondents.

Due to the developments in corporate governance principles internationally, we have adjusted the survey questions contained in this survey; however, where available, we provide comparisons to prior governance reports.

Overall, our respondents were moderately familiar with corporate governance reforms.