OUR GOVERNANCE
Corporate governance aligned to King IV principles
Consideration of additional Board Committees in FY2023
In aligning to King IV principles, the Fund considered the formalisation of an Environmental, Social and Governance (ESG) Committee during the reporting period, however, it is confident that the current governance structures have sufficient oversight of the following responsibilities:
| Responsibilities | NSSF Board Committee oversight |
|---|---|
| Social and Economic Development | |
| Ethics | |
| Environment | |
| Stakeholder engagement and management | |
| Sustainability and community development | |
Board and Board Committee meeting attendance
The Chairman shall preside at all meetings of the Board, but in his absence any member appointed on his behalf by the members present shall preside. The Board shall meet for the discharge of its functions at least once every three months at such time and place as the Chairman may appoint or upon the request of a majority of the Board members.
Decisions of the Board shall be taken by a simple majority of the members present and voting, with the person presiding having a casting vote.
Section 5 (5) NSSF of the Act empowers the Board to invite or co-opt any person to attend any Board meeting or be consulted as an independent advisor, but such a person shall not vote on any matter being decided by the Board at that meeting. The Board shall determine the area or field where professional advice is required. Management follows the PPDA rules and regulations to engage the advisors so required. Management therefore co-opted the services of Engineer Kenneth Ssemwogerere and Mr. Felilx Okoboi as Investment and Project Monitoring Committee Advisors together with Mr. Albert Richards Otete as the Audit and Risk Assurance Committee Advisor.
| Directors | Board | Investment and Project Monitoring Committee (IPMC) | Audit and Risk Assurance Committee (ARC) | Finance Committee | Staff and Corporate Affairs Committee (SACA) | |||||
|---|---|---|---|---|---|---|---|---|---|---|
| Name | Number of meetings | Attendance rate | Number of meetings | Attendance rate | Number of meetings | Attendance rate | Number of meetings | Attendance rate | Number of meetings | Attendance rate |
| Peter Kimbowa | 8/9 | 89% | N/A | – | N/A | – | N/A | – | N/A | – |
| Patrick Ocailap | 7/9 | 78% | 4/4 | 100% | N/A | – | 3/4 | 75% | N/A | – |
| Aggrey Kibenge | 8/9 | 89% | N/A | - | N/A | – | 4/4 | 100% | 6/6 | 100% |
| Silver Mugisha | 8/9 | 89% | 4/4 | 100% | N/A | – | 4/4 | 100% | N/A | - |
| Sam Lyomoki | 9/9 | 100% | N/A | - | 4/4 | 100% | N/A | - | 6/6 | 100% |
| Annet Birungi | 9/9 | 100% | 4/4 | 100% | 4/4 | 100% | N/A | - | N/A | - |
| Peninnah Tukamwesiga | 9/9 | 100% | N/A | - | 4/4 | 100% | N/A | - | 6/6 | 100% |
| Annet Nakawunde Mulindwa | 7/9 | 78% | N/A | - | 4/4 | 100% | N/A | - | 6/6 | 100% |
| Lwabayi Hassan Mudiba | 9/9 | 100% | 4/4 | 100% | N/A | - | 4/4 | 100% | N/A | - |
| Richard Byarugaba | 3/3 | 100% | 1/1 | 100% | N/A | - | 1/1 | 100% | 1/1 | 100% |
| Patrick Ayota | 3/3 | 100% | 3/3 | 100% | N/A | - | 3/3 | 100% | 4/4 | 100% |
| Overall attendance rate | - | 93% | - | 100% | - | 100% | - | 96% | - | 100% |
NOTE: Following the end of the contract of Mr. Richard Byarugaba as Managing Director on 01 December 2022, the Deputy Managing Director, Patrick Ayota, was appointed as caretaker of the office until the process for the appointment of the Managing Director was concluded. He attended the Committee meetings and full Board meetings in that capacity.
The Board held three Non-Executive Board member meetings on 1 December 2022, 17 January 2022 and 16 March 2023 to independently consider Board matters pertinent to the Fund and consideration of the appointment of the Managing Director independently.