This code was produced by: Namibian Stock Exchange (NSX)
The NamCode has been drafted on the basis that the practice recommendations are to be applied to achieve the aim of the principle that it relates to. It is the legal duty of directors to act in the best interests of the company. In following the ‘apply or explain’ approach, the board of directors, in its collective decision-making, could conclude that to follow a practice recommendation as set out in this NamCode would not, in the particular circumstances, be in the best interests of the company. The board could decide to apply the recommendation differently or apply a practice other that the recommended practice and still achieve the objective of the principle that it relates to as well as the overarching corporate governance principles of fairness, accountability, responsibility and transparency. Explaining how the principles and recommendations were applied, or if not applied, the reasons, results in compliance. In reality, the ultimate compliance officer is not the company’s compliance officer or a bureaucrat ensuring compliance with statutory provisions, but the stakeholders.