Life after Listing
Getting a company onto the Botswana Stock Exchange is a milestone worth marking. But the day the shares begin trading is the start of the obligations, not the end of them. A listing is a continuing state, and it lasts for as long as the securities remain on the board, including through any period of suspension. The duties that come with it rest, in law, on the directors personally: each of them gives an undertaking to the Exchange to see that the company complies.
For most boards this is entirely manageable, provided the rhythm of it is understood and built into the way the company runs. What follows is a plain account of what that rhythm involves.
Disclosure is the heart of it
If there is one obligation to grasp above all others, it is the duty to keep the market informed. A listed company must announce, without delay, any information about itself or its group that a reasonable investor would expect to affect the price of its securities, or that is needed to stop a false market forming. That reach extends down to subsidiaries, so the information has to travel up the group to the person responsible for disclosure quickly enough to act on it.
There is also a strict order of release. Price-sensitive information goes to the Exchange’s news service first — always. Nothing may go to the press, the company website, a roadshow or social media until the Exchange has confirmed publication in writing, not even under embargo. Information can be shared in confidence with advisers or with a counterparty to a deal, but only if they are told it is confidential and warned not to trade on it.
The instinct to hold something back is where boards most often come unstuck. There are grounds for delaying an announcement, a deal still in flux, negotiations that have not reached agreement, but they are narrow, and the moment a rumour begins to circulate they fall away. The safe working rule is the one experienced directors already keep in mind: when in doubt, disclose.
The year has a shape
For a company with a December year end, the calendar settles into a familiar pattern. A closed period opens at year end and runs until the results are published. Audited financial statements have to be out within three months, and to appear in a national newspaper shortly afterwards. A compliance certificate, confirming any instances of non-compliance over the previous year, is due to the Exchange by the end of February. The annual report and notice of the annual general meeting must reach shareholders within six months of year end and at least three weeks before the meeting, and the results of the AGM vote must be announced within 48 hours. The half-year follows the same logic in miniature: a closed period at the half-year end, and interim results within three months.
The precise dates matter, but the more useful point is that these are not one-off tasks. They recur, and a board that treats them as a standing part of its calendar rarely misses one.
Directors and their own shares
Directors, senior managers and the people close to them cannot deal in the company’s shares whenever they might know something the market does not. That covers the formal closed periods around results, any time they hold unpublished price-sensitive information, and the short window around an announcement. A closed period can also open quietly, with no public signal at all, simply because the company is working on a material matter known only to insiders. Because of that, the only dependable protection is to clear every trade through the company secretary rather than leaving each director to judge for themselves. When a trade is made it must be reported promptly to the company by the close of the trading day, and on to the Exchange the following morning.
What the annual report has to show
Good governance on a listed company is not left to be asserted; it has to be demonstrated in the annual report. The Exchange expects to see, among other things, a chairman and chief executive who are separate people, with an independent chairman or a lead independent director in place; functioning audit and remuneration committees; a board with genuine independent membership; and a stated approach to board diversity. The board also has to satisfy itself about the finance director and the company secretary, and to report on how it reached that view, the steps taken, not merely the conclusion.
These are the disclosures most often reduced to boilerplate, and they are the easiest for the Exchange to test against the minutes. The practical lesson is to minute the reasoning behind a decision, not just the decision itself. A board that records why it was satisfied is in a far stronger position than one that records only that it was.
When things go wrong
Two failures carry automatic consequences: not publishing financial statements on time and receiving a qualified audit opinion. Either one moves the company’s securities to the default board and starts a daily penalty running — P500 a day, capped at P250,000 — with escalation to suspension if the position is not corrected within six months.
Beyond those, the Exchange has a graduated range of sanctions for other breaches, from a private warning through public censure and fines to suspension and, at the far end, termination of the listing. Those powers reach the directors themselves. The Exchange can fine them, name them publicly, and in serious cases bar them from involvement in a new listing for years. A qualified audit opinion, in particular, is not simply an accounting matter, it is a listing event, and the financial consequences begin at once.
In short
None of this should discourage a board from listing. The obligations are demanding, but they are knowable, and companies that fold them into ordinary business, keeping to the calendar, clearing trades through the secretary, minuting their reasoning, seldom fall foul of them. The trouble usually comes from treating compliance as a stack of forms rather than a habit.
We advise listed companies and their boards on these obligations day to day, from the disclosure call that has to be made this afternoon to the governance narrative that takes shape across a year. If your board would value a clear picture of where it stands, we would be glad to talk.
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*This article is general information, current as at September 2026, and is not legal advice. It does not deal with the additional requirements applying to mineral, property, investment or specialist issuers, or to companies with a secondary listing. Specific advice should be taken on any particular matter.*
*Bojosi Law — 36 Square, Unit 2C, Plot 73872, Phakalane, Gaborone*
