Regional Councils Act, 1992
Joint Business Venture Regulations, 2001
Government Notice 42 of 2001
- Published in Government Gazette 2492 on 5 March 2001
- Commenced on 5 March 2001
- [This is the version of this document at 15 November 2017.]
- [Note: The version of this legislation as at 15 November 2017 was revised and consolidated by the Legal Assistance Centre and the Government of the Republic of Namibia. All subsequent amendments have been researched and applied by Laws.Africa for NamibLII.]
1. DefinitionsIn these regulations, unless the context otherwise indicates, any word or expression defined in the Act has a corresponding meaning, and-“director” means a director of the board of directors of a company which has entered into a joint business venture in accordance with regulation 2, and a director representing a regional council must be a member or staff member of the regional council or an employee of the company who has been nominated by the regional council to so act as director;“Government” includes a Ministry, a local authority council, a regional council, a parastatal and a non-governmental organisation;“input” means the issue value of shares bought or the monetary or market value, as the case may be, of resources, services or property pooled by the regional council concerned at the date when so pooled;“joint business venture” means a join t business venture entered into in accordance with regulation 2;“pool” means the input, subject to the conditions imposed by the Minister under regulation 2, at any time by a regional council in a joint business venture by way of the providing of labour or other services, or the supply of materials or equipment, free of charge, or the making of a cash payment or a loan to, or the entering into of a lease agreement with, the joint business venture, including the furnishing of a guarantee in terms of section 28(1)(k) of the Act;“shareholder’s investment” includes the issue value of all shares taken up and paid for, shareholder’s loans to the company concerned, or an input by means of pooling; and“the Act” means the Regional Councils Act, 1992 (Act No. 22 of 1992).
2. Entering into joint business venture by regional council
3. Form of joint business ventureA regional council, when entering into a joint business venture in accordance with regulation 2, may-
4. Alienation, encumbrance or disposal of shares and assets, and pooling of resources, services and propertyA regional council may-
5. Acquisition of shares or other interest in joint business venture by members of staff members of regional councilNo member or staff member of a regional council or any person referred to in section 16(1) or section 44B(c)(iv) of the Act, may buy, accept, receive or otherwise acquire any shares or other interest in a joint business venture, excluding payments relating to director’s fees or member’s fees, or payment for services rendered with the written approval of the regional council.
6. Representation of regional council on board of directors or board of trusteesThe representation of a regional council concerned on the board of director s of a company or on the board of trustees of a trust, as the case may be, in relation to the total representation on the board concerned, must be commensurate to the ratio which the monetary value of the input by the regional council in the joint business venture bears to the monetary value of the total shareholder’s investment in the joint business venture.
7. Amendment or alteration of articles of association and statute, trust deed, share or interest structure or nature of operations of joint business ventureThe statutes and articles of association of a compay or the trust deed of a trust referred to in regulation 2(1) must provide that, irrespective of the voting power of the regional council on the board of directors or at any meeting of the trustees, as the case may be, the statutes or articles of association or the trust deed may not be amended and the share of interest structure altered, including the transfer of ownership in shares, or the nature of operations of the joint business venture, including the risks pertaining thereto, my not be changed without the prior written approval of the region al council, which aproval may only be granted in consultation with the Minister, and which approval must be entered into the minutes of the joint business venture concerned.[The word “company” is misspelt in the Government Gazette, as reproduced above. The word “approval” in the phrase “approval may only be granted” is also misspelt.]
8. Audit of accounting records and financial statements of joint business venture
9. Members or staff members of regional council not to be employed by joint business venture
10. GeneralNothing in these regulations prevents a regional council from entering into a joint business venture in accordance with regulation 2 for the purpose of conducting a joint business with objectives, powers, functions or purposes which are identical or similar to, or which are in competition or in conflict with, the objectives, powers, functions or purposes of any of the regional council’s own operations, if the joint business venture may serve to improve the efficiency or effectiveness of any of the own operations of the regional council.
History of this document
15 November 2017 this version
05 March 2001