OUR GOVERNANCE

Corporate governance aligned to King IV principles

PRINCIPLE 7: COMPOSITION OF THE BOARD

King IV principles and our activities

GOVERNING STRUCTURES AND DELEGATION

Principle 7 - The governing body should comprise the appropriate balance of knowledge, skills, experience, diversity, and independence for it to discharge its governance role and responsibilities objectively and effectively

Outcomes

Effective governance structures

Composition of the Board

The Board comprises Directors with a wide variety of skills and experience to effectively lead the strategic direction of the Fund. The 12th Board is diverse and balanced.

Independence

As of 30 June 2023, eight of the Non-Executive Directors were independent as defined in the governance codes and our Board Charter which represents 88% of the Board.

Directors are required by the Board to be independent of Management and free from any business relationship or other circumstance that could materially interfere with objectivity, unfettered or independent judgement. The independence of each Director is assessed annually by the Board as part of its annual Board Effectiveness Review and in conducting its current assessment, it was concluded that all Directors continue to bring strong independent oversight and demonstrate those qualities and behaviours it regards essential to be considered independent as set out in their terms of reference and Board Charter.

Board composition and tenure

The Board of Directors/Trustees is the governing body of the Fund and accountable for reviewing, evaluating, and directing the Fund’s strategic plan and objectives. The Board is headed by the Chairman and consists of:

Ten Directors appointed for a three-year renewable term in line with the NSSF Act cap 222 (amended)
Directors represent each of the key stakeholder groups of members, employees, employers, and government, and include:
- One Executive Director (ex-officio); and
- Nine Non-Executive Directors

The Chairman is independent and in line with best practice, his roles are separate from those of the Chief Executive Office.

Board appointments and resignations

The Minister responsible for Social Security, currently the Minister of Gender Labour and Social Development, appoints Directors for a three-year renewable term. Appointment of Directors is subject to a due diligence and approval of the Regulator (URBRA), as applicable. The MD is recommended by the Board and appointed by the Minister. Under section 3(4) of the NSSF Act, a Director may, by writing in his/her own hand a letter addressed to the Minister of Gender, resign his/her office.

During the year under review, Mr. Patrick Micheal Ayota was appointed to the Board as an Executive Director in an acting capacity following the end of tenure of Mr. Richard Byarugaba’s contract.

Board Inauguration

Board Composition

Chairperson

Dr. Peter Kimbowa

Executive Director

Patrick Micheal Ayota

Non-Executive Directors

Patrick Ocailap
Aggrey David Kibenge
Peninnah Tukamwesiga
Annet Nakawunde Mulindwa

Silver Mugisha
Sam Lyomoki
Annet Birungi
Lwabayi Mudiba Hassan

Main Board

skills and experience - Board

Skills and experience - Exco

We believe in having a diverse leadership team regarding experience, skills, tenure, geographical expertise, professional background, and gender as illustrated below:

Director induction, training, and development

The Board considers that the development of industry and Fund knowledge is a continuous and ongoing process. Upon joining the Fund, each Director undertakes an induction programme to further their understanding of the nature of the Fund, its business, and the environment in which it operates, and enhance their knowledge of the Fund's operations and staff. The induction programme is tailored to each new director, depending on individual experience and background.
The Corporation Secretary maintains the Directors’ annual training records for regular review by the Board

In addition to Directors’ attendance at meetings and review of relevant materials provided by Management during the year, they attended professional training to enhance their skills and knowledge as set out below:

Board Training and Attendance
Title	Date	Members	Training details
Board Advisory NSSF-International Board Excellence Programme	3 – 6 October 2022	Peter Kimbowa Annet Birungi Aggrey David Kibenge Lwabayi Mudiba Hassan Peninnah Tukamwesiga Sam Lyomoki Eng. Silver Mugisha Richard Byarugaba	The programme was specifically designed to support the NSSF board of directors in the execution of their fiduciary responsibilities. Following the conclusion of the programme, Board Advisory designed a number of supporting interventions to assist the NSSF Board on its ongoing journey to Board Excellence. The key outcomes of the training were: Individual director coaching – 6 hours available per month. Board mentoring Panel – once every quarter online. NSSF Board workshop – once every quarter in Uganda.
World Social Security Forum Board and Management Strategy Session	24 – 28 October 2022	Peter Kimbowa Annet Birungi Patrick Ocailap Agnes T. Isharaza Allan Munabi Muhammad Kasumba Faith Achieng Richard Byarugaba	The World Social Security Forum (WSSF) took place in Marrakech, Morocco from 24–28 October 2022, hosted by CDG Prévoyance Organised by the International Social Security Association (ISSA) every three years, the World Forum is the most important international event regarding social security The WSSF highlighted the key role of social security for resilience and inclusive societies and gathered the global social security community to review reform strategies. In addition, it highlighted global institutional innovations towards sustainable, adequate, well-governed and accessible social security systems The forum outcomes were enhanced by the launch of a new ISSA global report on priorities for social security, analysing social security strategies in the context of a new normal, rapid labour market transformations, demographic change and accelerated technological developments
Advanced Auditing for Board Members of the National Social Security Fund, Uganda	17 October - 5 November, 2022	Sam Lyomoki Peninnah Tukamwesiga Annet Birungi Lwabayi Mudiba Hassan	21st Century Internal Audit and the Advisory Role Establishment of an audit department, roles and scope Review of International Standards for the Professional Practice of Internal Auditing (ISPPIA) Code of ethics of internal auditors Performance audit Internal Audit Charter Information systems auditing and cybercrime Planning, conducting and review of an audit Risk based internal auditing Writing an effective internal audit report Assessing the performance of the audit department Servicing the Board of Directors' Audit Committee Understanding the role of an Audit Committee in a rapidly changing world Financial reporting oversight practices

Continuous Professional Development Programme

As part of the Continuous Professional Development Programme, the Board members from time to time receive presentations from senior executives in the Fund on significant matters. The Fund also arranges appropriate regional branch visits and seminars covering the Fund's operations, the industry and governance matters for the Directors to facilitate their understanding of the Fund business and risks associated with the Fund’s operations.

The Board and Management also periodically meet to discuss the strategy of the Fund and how best it can be aligned to the needs of the members. Continuous development of the Board and Management remains a key area in a bid to improve corporate governance. This has enhanced the level of reporting by Management to the Board, thus strengthening leadership capability and focusing on strategic issues.

The Assurance Departments continue to work together to strengthen collaboration of the assurance functions in executing their assurance roles, but at the same time not impairing their independence.

Board Management Relationships

The Board appoints the Fund’s senior management/Executive Committee. The Board is responsible for succession planning for key management roles. During the year, the Board considered and approved the contract renewal of senior managers.

The Board further reviewed the management composition and succession planning to ensure that the successors for key roles, including that of the MD and Deputy MD, are identified and their performance assessed.

Principle 8: COMMITTEES OF THE BOARD