Directive PI/PF/DIR/03/2015: Submission of Resolutions for Rule Amendments

NAMFISA NAMIBIA FINANCIAL INSTITUTIONS SUPERVISORY AUTHORITY

24 April 2015

TO: Principal Officers of all registered Pension Funds CC: Chairperson: RFIN

DIRECTIVE: PI/PF/DIR/03/2015 EFFECTIVE DATE: 24 April 2015 SUBJECT: Submission of Resolutions for Rule Amendments

1 Introduction 1.1 This Directive is issued by virtue of NAMFISA’s functions and powers and those of its CEO in his capacity as the Registrar of Pension Funds in terms of the Namibia Financial Institutions Supervisory Authority Act, 2001 (Act No. 3 of 2001) (“the NAMFISA Act”) and is applicable to all pension fund organizations registered under the Pension Funds Act, 1956 (Act No. 24 of 1956) (“the PF Act”).

1.2 The purpose of this Directive is to direct the industry with regard to the submission of rule amendments as required by the PF Act.

2 The current practice 2.1 The Registrar has observed an increasing trend of late submissions of resolutions for rule amendments to the Registrar by Principal Officers.

2.2 The Registrar has also observed that Principal Officers do not submit the required number of copies of the resolutions together with proof of payment to the Registrar. Furthermore, the certificate that must accompany a resolution for a rule amendment to the effect that the resolution has been adopted in accordance with the provisions of the rules of the fund, is not always signed by the required

signatories and the names of the signatories are not always disclosed for verification purposes.

3 The law 3.1 Section 12(2) of the PF Act stipulates that:

“Within one month from the date of the passing of a resolution for the alteration or rescission of any rule or for the adoption of any additional rule, a copy of such resolution shall be transmitted by the principal officer to the registrar, together with a certificate signed by the person managing the business of the fund to the effect that such resolution has been adopted in accordance with the provisions of the rules of the fund.”

3.2 In terms of section 21(1)(a) of the PF Act, if the Registrar is of the opinion that any application for registration of a fund or of an alteration or rescission of rules or of an additional rule [...] does not disclose sufficient information to enable him to make the necessary decision, the person concerned shall furnish such additional particulars as the registrar may deem necessary.

3.3 Section 33(1) of the PF Act provides that the Registrar may extend any period within which a person is obliged to perform any act in terms of any provision of the Act at the request of such person and section 33(2) of that Act provides that the Registrar may in special circumstances extend any such specified period after it has expired.

3.4 Regulation 24(a)(i) under the PF Act stipulates that:

“Within one month from the date of the passing of a resolution for the alteration or rescission of any rule or for the adoption of any additional rule the principal officer of the fund shall submit to the Registar-

four copies of the resolution adopted together with a certificate signed as explained in regulation 20 to the effect that the resolution has been adopted in accordance with the provisions of the rules of the fund.”

3.5 Regulation 20(a) in turn stipulates that any document (excluding a letter) other than those referred to in regulations 18 and 19 (the Rules and Annual Accounts and Statements) must be signed on the first page thereof as prescribed in section 20 of the Act; namely, where the fund is administered by one individual by such individual and the principal officer.

3.6 Regulation 20(b) stipulates that, if the fund is administered by a committee or trustees, the document must be signed on the first page thereof by the person for the time being at the head of such committee or trustees; one other member of the committee or a trustee and the principal officer.

3.7 “Schedule E” to the Regulations under the PF Act, as amended, prescribes a fee of R5.00 per resolution for the amendment of the rules of a fund.

4 Conclusion 4.1 The Registrar will henceforth not accept resolutions for rule amendments that have been submitted to the Registrar after the time period as stipulated in section 12(2) has lapsed, provided that the provisions contained in section 33 of the PF Act shall apply.

4.2 The Registrar will also not accept any resolutions for rule amendments if the required number of copies are not submitted together with proof of payment in respect of the said resolution to the Registrar and if the said resolution is not accompanied by the certificate referred to in Regulation 24(a)(i) which must be signed in accordance with Regulation 20.

4.3 Furthermore, the Registrar deems the disclosure of the names of the signatories on the certificate referred to in Regulation 24(a)(i) necessary in all circumstances.

5 The Directive 5.1 Principal Officers of all registered pension funds are therefore hereby directed to transmit four copies of the resolution for a rule amendment within one month from the date of the passing of the resolution to the Registrar.

5.2 Principal Officers are further directed to transmit the resolution for the rule amendment together with proof of payment and a duly signed certificate in accordance with Regulation 20.

5.3 Furthermore, the names of the signatories must be furnished on the certificate referred to in Regulation 24(a)(i) to enable the Registrar to verify the names of the signatories.

The Registrar therefore requires full cooperation and support in this process by all industry players and stakeholders at large.

Should you require more clarity on this Directive, kindly contact the Manager of the Pension Funds Department at telephone number 061-290 5166.

Phillip N. Shiimi Registrar of Pension Funds