Corporate governance aligned to King IV principles

PRINCIPLE 8: COMmittees of the board

King IV principles and our activities
  • Principle 8 - The governing body should ensure that its arrangements for delegation within its own structures promote independent judgement and assist with the balance of power and the effective discharge of its duties
  • Effective governance structures
Committees of the Board
  • The Fund’s governance structure enables interaction between Management, members, and the Board
  • The Board conducts its base duties through four Committees. These Committees have delegated responsibility to assist in specific specialist matters on a collaborative basis and provide reports of their activities and recommendations to the Board on a quarterly basis or as often as is necessary
  • The Board has discussed and is yet to establish a Governance Committee to oversee succession planning of the Board and ESG issues
Board Committees

The Board has four standing Committees: Staff Administration and Corporate Affairs Committee, Finance Committee, Investments and Project Monitoring Committee and the Audit and Risk Assurance Committee (ARC). Each Committee has formal and approved terms of reference stipulated in the Board Charter.

The Committees’ functions are for purposes of review, oversight, and monitoring. Their duties include investigating and analysing the relevant information and then reporting back with recommendations to enable the Board to make appropriate decisions.

The constitution, focus, activities, and outlook for each of the Board Committees are outlined below:

Audit and Risk Assurance Committee

  • Annet Nakawunde Mulindwa
  • Annet Birungi
  • Peninnah Tukamwesiga
  • Sam Lyomoki
  • Albert Richards Otete
Audit and Risk Assurance Committee

The Committee comprises only Non-Executive Directors and the MD only attends by invitation. The Head of Internal Audit reports directly into this Committee which ensures independence of the Internal Audit function. The Corporation Secretary is the secretary of the Committee, the Head of Enterprise Risk Management and Head of Internal Audit may attend meetings upon request as ex-officio members.

The Committee assists the Board to effectively discharge its oversight responsibilities for financial reporting, risk management, internal controls, internal and external audit, regulatory compliance, and governance.

The ARC, on behalf of the Board, undertakes detailed monitoring of internal controls through the Internal Audit function. The Board has reviewed the system of internal control, including financial controls, for the year under review up to the date of approval of this Integrated Report.

  • The significant issues that the audit committee considered about the financial statements, and how these issues were addressed
  • Whether the audit committee had considered ICT as it relates to financial reporting and the use of technology to improve audit coverage and efficiency
  • The continuing professional development or training undertaken by the Audit Committee on financial reporting and accounting
2022/2023 ARC activities

The Committee focused its attention on:

  • regulatory challenges, and trends of litigation
  • information security and business continuity planning and management
  • improvement of capabilities to identify and assess emerging risks
Key engagements and Considerations:
  • Engagements were held between the Chairperson of the ARC and the Head of Internal Audit in confidence to appraise him on audit matters
  • The ARC met with the external auditors (PWC) at the beginning of the audit and discussed the scope of their work, assessment of their independence, audit plan, findings, and recommendations of the previous audit
  • The Committee considered the issue of unallocated contributions as a significant finding by the External Auditors
  • The Fund consistently reviews all contributions and reconciles these positions on a daily basis. We continue to sensitise all our customers to use of the Transaction Reference Numbers for ease of identification and allocation of member Funds
  • The ARC ensures that the audit plan encompasses a review of the IT systems and the general IT controls that are relied on for financial reporting. No significant lapses were identified by the Auditors during their review
ARC Committee’s key activities in FY2022/2023 included oversight, review, and approval of:
  • The Quarterly reports of the Internal Audit, Enterprise Risk Management, Legal and Board Affairs departments
  • The external audit plan for FY 2022/23 and the related scope of work
  • The Internal Audit Annual Plan and BSC for FY 2023/2024
  • The changes to the Information Security Management Policy
  • The Terms of Reference for the ARC Consultant
  • The financial statements, external audit report and management letter FY2022/2023
Key focus areas for FY 2023/2024:
  • Monitor compliance with all the internal and external policies and frameworks
  • Monitor progress with the implementation of recommendations of the internal and external audits
  • Enhance the scope of the Internal Audit function to make it more comprehensive
  • Embedding risk evaluation and profiling all projects to be undertaken
  • Enhance the independent position of the Enterprise Risk Management function
  • Enhance due diligence and accountability
  • Skills improvement of the Internal Audit team to align with the new trends and/or developments
Risk Oversight
Capital Impacted
Stakeholders Impacted

The Committee is satisfied that it has fulfilled its mandate as set out in the Committee’s terms of reference and work plan as required in the Board Charter during the period under review.