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REVIEW OF THE DRAFT CODE CORPORATE GOVERNANCE DRAFT PROGRAMME

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20 Feb, 2023

Business Botswana hosted a workshop programme, REVIEW OF THE DRAFT CODE CORPORATE GOVERNANCE DRAFT PROGRAMME. The draft Pula Code of Corporate Governance (the Code) was distributed by the BSE. The Code was prepared under the instruction and authority of the Botswana Accountancy Oversight Authority (BAOA) (the Authority). The legitimacy of the Code is in terms of the Financial Reporting (Amendment) Act, 2020 (the Act). Section 6 (1) f and g of the Act states that the Authority may issue accounting and auditing rules, codes, and guidelines in accordance with the relevant laws and international standards.

 

Regulation 19 of the Financial Reporting Regulations, 2021 (the Regulations) further mandates that the Authority shall:

a) establish a code of corporate governance to be used by a Public Interest Entity (PIE) in accordance with Section 6(1)(f) and 9 of the Act; and

b) monitor and enforce compliance with the code of corporate governance.

 

This Act makes the Pula Code of Corporate Governance a legal requirement for all eligible PIEs.

 

In accordance with Section 22 of the Financial Reporting (Amendment Act) 2020, a PIE means: 

 

a) any entity that has issued equity or debt securities for public subscription and which is listed in a stock exchange; 

b) any bank or deposit-taking institution, or other institution that is subject to supervision by the Bank of Botswana; 

c) any insurance company, pension and provident fund, collective investment undertaking, and any other institution that is subject to supervision by the Non-Bank Financial Institutions Regulatory Authority; d) any entity to which any two of the following conditions are applicable in excess of an amount or number the Minister may from time to time prescribe in the Regulations:

  1. annual revenue P200 million
  2. number of employees 150 employees 
  3. total assets P150 million
  4. total liability not including shareholders’ equity, P50 million applicable at the end of the preceding accounting year; or 

e) a partly or wholly funded public body.