The Namibia Financial Institutions Supervisory Authority published consolidated industry comments and regulatory responses on the draft governance standards for Chapters 3 and 4 of FIMA. The document shows where the authority will amend, clarify or retain the proposed governance framework for capital markets and collective investment scheme entities. Overall, it accepted a range of drafting, definition and structural changes, but kept the core policy stance on board independence, board leadership, tenure limits and broad board accountability. Key positions that were retained include the requirement that at least one-third of board members be independent, that the board chairperson be independent, and that non-executive directors be subject to a maximum of three consecutive three-year terms followed by a three-year cooling-off period. The authority also declined requests to make internal audit mandatory in all cases, limit board oversight only to material functions, or replace direct governance requirements with more principles-based alternatives where it considered the minimum standard necessary. At the same time, it accepted a number of changes, including deleting the provision that would automatically have treated a holding company or related-party director as not independent at subsidiary level, clarifying that conflict disclosures are to be reported to the board rather than directly by every employee, defining immediate family, adding or aligning definitions such as executive director and non-executive director, allowing internal audit to operate at group level, and making some committee-related requirements more flexible. On external audit, the responses indicate alignment with audit partner rotation, retention of a fixed term approach, and acceptance of a proposal to allow service beyond five consecutive years where approved by the regulator. No further consultation step or implementation timeline is stated in the document.

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