The Namibia Financial Institutions Supervisory Authority has published a broad set of financial markets standards under the Financial Institutions and Markets Act, 2021, creating an operational rulebook for exchanges, central securities depositories, self-regulatory organisations, investment managers and other regulated market participants. The package sets minimum content for exchange listing requirements, annual reporting by self-regulatory organisations, reporting of off-exchange transactions that change beneficial control, issuer and offer disclosures when securities are sold through regulated persons, governance standards for regulated entities, and application, recognition, registration and cancellation processes. The standards took effect on publication in the Government Gazette. The most material substantive requirements include new baseline controls for market access, transparency and governance. Registered exchanges must embed in their listing rules requirements on issuer documentation, audited financial statements, insider holdings of 5% or more, exchange approval of prospectuses, ongoing disclosure and penalties for misleading information. Persons concluding off-exchange listed-security transactions that result in a change of control of beneficial ownership must report the transaction to NAMFISA and the relevant exchange within two days, while acquisitions by a controller of more than 5% of a class of voting securities, or convertible non-voting securities, are treated as affected transactions that require prior notice to NAMFISA and the regulated market and public disclosure by press release. For investment managers, the standards introduce minimum paid-up share capital of N$250,000, minimum professional indemnity or fidelity cover of N$1 million, a liquidity requirement equal to 13/52 weeks of annual expenditure, quarterly reporting to NAMFISA, client asset segregation and reconciliation requirements, conflict controls, suitability and risk disclosure obligations, and a five-year minimum record-retention period. The package also sets detailed governance and market infrastructure requirements. Regulated entities must have boards that include executive, non-executive and independent directors, with one-third independent directors, annual board evaluations, governance policies and controls over conflicts, risk, information technology and outsourcing. Self-regulatory organisations must file annual reports within 90 days of year-end, and demutualisation standards require NAMFISA approval, prescribed member resolutions, functional separation of commercial and regulatory functions, and, for exchanges, caps of 10% on individual voting shareholdings and voting rights plus a requirement for trading members to reduce their cumulative shareholding to no more than 40% within three years. Separate standards also prescribe the form and content of applications for registration and self-regulatory organisation recognition, the form of registration and recognition certificates, and the process for cancellation or variation of registration conditions.

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