OUR GOVERNANCE

Corporate governance aligned to King IV principles

PRINCIPLE 6: PRIMARY ROLE AND RESPONSIBILITIES OF THE BOARD

King IV principles and our activities
GOVERNING STRUCTURES AND DELEGATION (P6-P10)
  • Principle 6 - The governing body should serve as the focal point and custodian of corporate governance in the organisation
Outcomes
  • Effective governance structures
Roles and responsibilities of the Board
  • The Board bases its roles and responsibilities on the Board Charter, which stipulates the parameters within which the Board operates and ensures the application of the principles of good corporate governance in all its dealings. The Charter sets out the roles and responsibilities of the Board, it’s Committees and individual Directors, including its composition and relevant procedures of the Board. The Charter is aligned to the provisions of the UK Code and King IV Code on Corporate Governance
  • As the custodian of good governance, the Board Charter is reviewed annually by the Fund, and provides minimum standards and guidelines for the Board in the execution of their duties
Responsibilities of the Board which are included in the Board mandate to fulfil the primary governing roles and responsibilities

The Board of Directors are responsible for the Fund’s vision, strategic direction, its values, and governance by providing effective leadership towards:

  • Ensuring good governance of the Fund by enhancing its long-term sustainable success
  • Determining the Fund’s strategic objectives and organisational values
  • Setting up appropriate governance structures for the management of the Fund’s business operations
  • Setting responsibilities, performance targets and evaluating management performance
  • Ensuring that human resources are in place and oversees succession planning for senior management to meet its objectives
  • Establishing policies and processes to guide the legal compliance and delivery of services
  • Monitoring the management and implementation of plans and strategies on a quarterly basis
  • Carrying out a review of internal control policies, risk management and procedures and ensures their effectiveness
  • Approving and monitoring the progress of major investments (S.30 of the NSSF Act and 46(1) (b) of the URBRA Act, as applicable
  • Approving and monitoring major contracts, acquisitions, and disposals
  • Advising the Minister of Finance, Planning and Economic Development on the appropriate rate of interest to be declared on members’ accounts
  • Ensuring ethical behaviour and compliance with the laws and regulations
Role of the Non-executive Directors

The responsibility of the Directors is to exercise their independent judgement in the best interest of the Fund and its members, by:

  • Participating in all Board meetings to bring an independent judgement on strategic issues of the Fund
  • Taking the lead where potential conflicts of interests arise
  • Scrutinising and monitoring the Fund and management's performance in achieving agreed corporate goals
  • Making a positive contribution to the development of the Fund's strategy and policies through independent, ethical, and informed decisions
  • Engaging with senior management and other relevant parties, such as professional advisors, external or internal auditors and the Fund's legal department, to ensure that it appropriately addressed the various concerns and issues

The Non-Executive Directors meet separately as and when required. During the year of review, they met to discuss the transition of management at the Fund and relevant succession planning.

Board activities in FY 2022-2023

Key

Strategy Implementation
Policy, Charter, Manual Review & Approval
Stakeholder Activity
Corporate Governance
Jul Aug Sep Oct Nov Dec
For period ending 30 June 2022 Finance Committee reviewed and discussed:
  • The Financial Report
  • Update on the approval of the budget FY2022/2023
  • Commercial Report
  • Operations Report
  • IT Report
  • Procurement Report
ARC reviewed:
  • The Legal and Board Affairs Report
  • Internal Audit Report
  • Risk Management Report
IPMC reviewed:
  • The Investments Implemented Report
  • Quarterly Investments Report
  • The update on Property Management
  • The update on Real Estate Projects
SACA reviewed:
  • Staff updates
  • Marketing update
  • Contract renewals
  • Updates on organisational redesign and change management
 Extra ordinary SACA to review:
  • Contract renewal for NSSF 17 senior staff
  • Update on organisation redesign
  • Appeals of the Head of Internal Audit and Head of Risk
  • Update on staff training and travel budget
  • Review the Fund’s succession plan
  • Review of the Board Development Plan
Ordinary full board meeting to review reports from Committees 		Review of the Draft NSSF Audited Financial Accounts FY2021/2022
  • Consideration of interest rate proposed for FY2021/2022
  • Received and reviewed the Management Letter
  • Submission of proposed interest rate FY2021/2022
  • Staff appraisal moderation
 For period ending 30 September 2022:
Finance Committee reviewed and discussed:
  • Financial Report
  • Business Report
  • Operations Report
  • IT Report
  • Procurement Report
ARC reviewed:
  • Legal and Board Affairs Report
  • Internal Audit Report
  • Risk Management Report
  • The update on Property Management
IPMC reviewed:
  • The Investments Implemented Report
  • Quarterly Investments Report
  • The update on Property Management
  • The update on Real Estate Projects
SACA reviewed:
  • Staff and marketing updates
  • Full Board review of reports from Committees
  • No activities undertaken

Board activities in FY 2022-2023

Jan Feb Mar Apr May June
6th extra ordinary Board meeting for FY2022/2023:
  • Consideration of the proposed amicable settlement of court cases between the Fund and Mrs. Geraldine Ssali Busuulwa
  • Ratification of the budget revision
7th extra ordinary Board meeting for FY2022/2023:
  • Review of the communication strategy of the Board
  • Updates on pending Board resolutions
8th extra ordinary Board meeting for FY2022/2023:
  • Consideration of the proposed responses to the Minister’s letter dated 7 December 2022
  • Consideration and adoption of the Board communications protocol
 Joint consultative meeting between the Board and NSSF management:
  • Lessons from the Parliamentary session on 1 February 2023
  • Updates (including from other investigating entities)
  • Insights for the next 6 to 12 months
 2nd ordinary Board meeting for FY2022/2023:
  • Guidance on the final determination of the proposed UGX 6 billion provision in the FY2022/2023 budget
Reviewed Q2 reports for period ending 31 December 2022:
  • Report of the SACA
  • Report of the IPMC
  • Report of the Finance Committee
Update on Investee companies’ responses to the Fund’s Board nominees.
Review of Board Training/ Conference Reports and recommendations 		No activities undertaken 2nd special meeting of the Board: Briefs on the prevailing legal claims on Fund properties:
  • Lubowa
  • Temangalo
  • Bwebajja
  • Nsimbe
3rd ordinary Board meeting to Management Reports for FY2022/2023:
  • Updates from the Chairman on Board Training and Nominations in the quarter
  • Ratification of the circular resolution to approve the Fund Strategy FY2023/2024
  • The Finance Committee recommendation on the proposed Budget for FY2023/2024
  • Report of the Finance Committee Q3
  • Report of the IPMC Q3
  • Report of the SACA Q3
  • Consideration of the ARC Q3
  • Updates on the status of Board nominations to various Fund Investee companies
  • Consideration of Board Training/Conference Reports and recommendations:
    • The Zambia East and Central Africa Social Security Association (ECASSA)
 No activities undertaken

The Board action plan for 2023/2024 will cover the following areas:

  • Achieving a technology-driven strategy in a balanced portfolio of pragmatic investments
  • Ensuring that the Fund achieves a stable but agile culture
  • Operationalising the NSSF Amendment Act 2022 to ensure that members’ needs in terms of new products and easy access to benefits is enhanced
  • Diversifying the Fund’s investment portfolio
Principle 7: Composition of the Board