Key Benefits:
(1) There is hereby established a body to be known as the Botswana Accountancy Oversight Authority.
(2) The Authority shall be a body corporate with perpetual succession and a common seal, capable of suing and being sued in its own name and, subject to the provisions of this Act, of doing or performing all such acts as bodies corporate may, by law, do or perform.
(1) The seal of the Authority shall be such device as may be determined by the Board and shall be kept by the Chief Executive.
(2) The affixing of the seal shall be authenticated by the Chairperson or Vice Chairperson and the Chief Executive or any other person authorised in that behalf by a resolution of the Board.
(3) Any contract or instrument which, if entered into or executed by a person not being a body corporate would not be required to be under seal, may be entered into or executed without seal on behalf of the Board by the Chairperson or any other person generally or specifically authorised by the Board to do so.
The principal objectives of the Authority shall be to provide oversight to accounting and auditing services and promote the standard, quality and credibility of providing financial and non- financial information by entities, including public interest entities and, without limiting the generality of the foregoing, shall be to-
(a) promote the highest standards of auditors, whether or not registered with the Authority;
(b) improve the standard and quality of accounting and audit services;
(c) improve the integrity, competence and transparency of accountants and auditors;
(d) promote development of the accountancy profession;
(e) protect the interest of the general public and investors in entities, including public interest entities;
(f) ensure compliance with and application of local and international accounting and auditing standards;
(g) promote high standards of corporate governance and compliance with professional ethics;
(h) monitor and adopt international developments in accounting and auditing fields; and
(i) encourage effective collaboration with other regulators.
6. General functions and powers of Authority
(1) Subject to the provisions of this Act, the functions of the Authority, for purposes of providing oversight over auditors, professional accountancy bodies and generally with regard to the accounting and auditing profession, shall be to-
(a) issue, adopt, establish, monitor and enforce financial reporting, accounting and auditing standards;
(b) monitor the quality and fairness of financial reporting;
(c) monitor and enforce compliance with the reporting requirements provided under any relevant enactment;
(d) ensure and enforce compliance with standards and pronouncements issued by the-
(i) International Accounting Standards Board,
(ii) International Auditing and Assurance Standards Board,
(iii) International Public Sector Accounting Standards Board,
(iv) International Ethics Standards Board for Accountants of the International Federation of Accountants,
(v) International Accounting Education Standards Board, and
(vi) the successor bodies of each;
(e) oversee and monitor the services and professional conduct of certified auditors of P.I.Es;
(f) issue accounting and auditing rules, codes and guidelines in accordance with the relevant laws and international standards;
(g) conduct investigations and where necessary, impose relevant sanctions on certified auditors and officers of public interest entities as well as the public interest entities;
(h) establish, maintain and apply an investigation system and disciplinary procedure against certified auditors and firms of public interest entities as well as the public interest entities and where necessary coordinate with or refer any disciplinary proceedings to the Institute;
(i) coordinate and cooperate with international institutions in the development and enforcement of financial reporting, accounting and auditing standards;
(j) oversee and monitor the regulatory system, training, professional development programmes and examinations and other activities of the Institute;
(k) initiate, organise and participate in educational and training programmes in accounting and auditing;
(l) encourage, and where appropriate, finance research into any matter affecting financial reporting, accounting, auditing and corporate governance;
(m) provide accreditation to the Institute and any trainer that meets the required standards;
(n) register public interest entities; and
(o) perform such other duties or functions as the Authority deems necessary for the purposes of implementing the provisions of this Act.
(2) In the performance of its functions, the Authority shall-
(a) review and analyse financial reports and identify any failure on the part of the public interest entity to comply with the requirements of any relevant law or any financial reporting standard, code or guideline issued under this Act;
(b) inform the public interest entity of its shortcomings in its financial report and the required action to rectify the shortcomings; and
(c) conduct inspection, at least every three years, on the regulatory system and other activities of the Institute and investigate whether they meet the Institute's criteria for protecting the public by-
(i) maintaining high professional standards,
(ii) taking steps to support the development of the accountancy profession, and
(iii) accomplishing other public interest objectives as set forth in their constitutions; and
(d) inform the public interest entity, auditor, firm, the Institute or any other interested party of its, his or her right to make representations to the Authority in relation to any matter under consideration by the Authority.
(1) The functions and powers of the Authority shall be exercised and performed by a Board of Directors consisting of nine members as follows-
(a) the Accountant General;
(b) the Governor of the Bank of Botswana;
(c) the Commissioner General of the Botswana Unified Revenue Service;
(d) the Chief Executive Officer of the Non Bank Financial Institutions Regulatory Authority;
(e) the Chief Executive of the Botswana Chamber of Commerce, Industry and Manpower; and
(f) the Chief Executive of the Botswana Stock Exchange; who shall be ex officio members;
(g) two experienced professional accountants, in this Act referred to as experts, appointed by the Minister on the recommendation of the ex officio members, in consultation with the Institute or its successor; and
(h) one academic professional accountant, appointed by the Minister on the recommendation of the ex officio members in consultation with the Institute or its successor, and the Institutes of higher learning in Botswana.
(2) The appointed members of the Board shall be selected from persons-
(a) with at least 10 years experience in management, a profession or academia, and shall meet such other criteria as may be prescribed by this Act and provided in the rules; and
(b) who demonstrate expertise and practical knowledge of internationally recognised financial reporting and auditing standards.
(3) The first appointed members of the Board shall be appointed within six months of the coming into force of this Act.
(4) The Minister shall appoint a Chairperson of the Board from among members of the Board.
(1) The Board shall have powers to do all things necessary or appropriate in connection with the performance of its functions.
(2) Without derogating from the generality of subsection (1), and subject to the provisions of this Act, the powers of the Board shall include the power to-
(a) cooperate with, or make the Authority become a member or an affiliate of, any international body, the objects or functions of which are similar to or connected with those of the Authority;
(b) impose and collect such penalties, fees and fines as may be required under this Act and the rules;
(c) levy such charges or fees as may be reasonable for services and facilities provided by the Authority;
(d) issue rules, guidelines and standards relating to financial reporting, accounting and auditing; and
(e) conduct any inquiry or investigation or collect information, documents or evidence for the purpose of carrying out its functions.
(1) An ex officio member appointed under section 7 (1) shall serve as a member of the Board by virtue of the office he or she holds.
(2) An expert and academic appointed under section 7 (1) (g) or (h) as a member, shall hold office for a term of four years and shall be eligible for re-appointment for one further term.
(3) The Chairperson of the Board shall hold office for three years, unless he or she ceases to be a member of the Board and shall be eligible for re-appointment for one further term.
(4) Notwithstanding anything to the contrary herein contained, any appointed member, on attainment of the age limit to be prescribed by the rules, shall not be eligible for appointment or to continue in the said post.
10. Disqualification, removal and resignation
(1) A person shall not be appointed or elected as a member of the Board or be qualified to continue to hold office as a member who-
(a) is not a citizen of Botswana;
(b) has in terms of a law in force in any country-
(i) been adjudged or otherwise declared bankrupt or insolvent and has not been discharged, or
(ii) made an assignment, arrangement or composition with his or her creditors, which has not been rescinded or set aside;
(c) has within a period of 10 years immediately preceding the date of his or her proposed appointment, been convicted-
(i) in Botswana, of a criminal offence, or
(ii) outside Botswana, of an offence which if committed in Botswana, would have been a criminal offence, and sentenced by a court of competent jurisdiction to imprisonment for six months or more without the option of a fine, whether that sentence has been suspended or not, and for which he or she has not received a free pardon; or
(d) has committed a material breach of the Code of Conduct and Ethics adopted by the Board.
(2) A person on being appointed a member of the Board, shall not engage in providing audit or assurance services, either in his or her name, or in the name of any other person.
(3) The Minister may, in writing, suspend from office, a member against whom criminal proceedings are instituted for an offence in respect of which a sentence of imprisonment may be imposed, and whilst that member is so suspended, he or she shall not carry out any duties or be entitled to any remuneration or allowances as a member of the Board.
(4) The Minister may, by notice in writing, remove an appointed member of the Board from office where the member-
(a) is absent without reasonable cause from three consecutive meetings of the Board of which he or she has had notice;
(b) has been found to be physically or mentally incapable of performing his or her duties efficiently, and his or her medical doctor has issued a certificate to that effect;
(c) contravenes the provisions of this Act or otherwise misconducts himself or herself to the detriment of the objectives of the Institute and of the Authority, or of public interest;
(d) has failed to comply with the provisions of section 17 or 18; or
(e) has been convicted of an offence under this Act for which he or she is sentenced to imprisonment for a term of six months or more without an option of a fine.
(5) A member of the Board may resign from office by giving 30 days notice in writing to the Chairperson.
(6) For purposes of subsection (4) (c), "misconduct" includes any act done without reasonable excuse by a member of the Board which-
(a) amounts to failure to perform in a proper manner any duty imposed on him or her as a member;
(b) is prejudicial to the efficient conduct of the Board; or
(c) tends to bring the Board into disrepute.
11. Vacancy of office of member of Board
A member shall vacate his or her office and his or her office shall become vacant-
(a) if he or she becomes disqualified, in terms of section 10, to hold office as a member;
(b) if he or she is adjudged bankrupt or insolvent;
(c) if he or she is absent from three consecutive meetings of the Board without reasonable cause;
(d) upon his or her death;
(e) if he or she becomes mentally or physically incapable of performing his or her duties as a member of the Board;
(f) upon the expiry of one month's notice in writing to the Minister of his or her intention to resign from office;
(g) if he or she is dismissed by the Minister on the grounds of contravening the provisions of this Act or for misconduct in accordance with section 10 (4) (c); or
(h) immediately after a ruling against the member is made on all appeals made in respect of a conviction of an offence under this Act, or under any other Act for which he or she is sentenced to imprisonment for a term of six months or more without an option of a fine.
(1) Where the office of an expert or academic member becomes vacant before the expiry of the member's term of office, the Minister, on the recommendation of the ex officio members, shall appoint another person to be a member in place of the member who vacates office, until the expiry of a period during which such member would have otherwise continued in office.
(2) Subsection (1) shall not apply where the remainder of the period for which the member of the Board whose office has been vacated would otherwise have held office is less than six months.
13. Remuneration and allowance
A member shall be paid out of the funds of the Authority, such remuneration and allowance, if any, as the Board, with the approval of the Minister may from time to time determine.
