OUR GOVERNANCE:
OUR GOVERNANCE STRUCTURE, ROLES AND ACTIVITIES OF THE BOARD AND DIRECTORS
Board and committee member 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 most of the Board members.
A simple majority of the members present shall take decisions of the Board 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 be entitled to 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. Felix 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 Committee (ARC) | Finance Committee |
Staff and Corporate Affairs Committee (SACA) | |||||
|---|---|---|---|---|---|---|---|---|---|---|
| Name | No. of meetings | Attendance rate | No. of meetings | Attendance rate | No. of meetings | Attendance rate | No. of meetings | Attendance rate | No. of meetings | Attendance rate |
| Dr. Peter Kimbowa | 13/13 | 100% | N/A | - | N/A | - | N/A | - | N/A | - |
| Mr. Patrick Ocailap | 7/13 | 53% | 6/6 | 100% | N/A | - | 3/5 | 60% | N/A | - |
| Mr. Aggrey Kibenge | 12/13 | 92% | N/A | - | N/A | - | 5/5 | 100% | 7/8 | 88% |
| Dr. Silver Mugisha | 12/13 | 92% | 5/6 | 83% | N/A | - | 5/5 | 100% | N/A | - |
| Dr. Sam Lyomoki | 12/13 | 92% | N/A | - | 8/8 | 100% | N/A | - | 8/8 | 100% |
| Ms. Annet Birungi | 13/13 | 100% | 5/6 | 83% | 7/8 | 88% | N/A | - | N/A | - |
| Ms. Peninnah Tukamwesiga | 13/13 | 100% | N/A | _ | 8/8 | 100% | N/A | - | 8/8 | 100% |
| Ms. Annet Nakawunde Mulindwa | 12/13 | 92% | N/A | _ | 8/8 | 100% | N/A | - | 7/8 | 88% |
| Mr. Lwabayi Hassan Mudiba | 13/13 | 100% | 5/6 | 83% | N/A | - | 5/5 | 100% | N/A | - |
| Mr. Patrick Ayota | 11/13 | 85% | 6/6 | 100% | N/A | - | 4/5 | 80% | 5/8 | 63% |
| Overall attendance rate | - | 91% | - | 90% | - | 97% | - | 88% | - | 88% |
NOTE: The Board held a separate Non-Executive Board member meeting on 15 February 2024 to review the 12th Board performance from September 2021 to February 2024.
Our Board as the custodian of corporate governance
The Fund’s governance structure is illustrated in the NSSF Governance Structure diagram and shows the interaction between the members and the Board, demonstrating how the Board Committee structure facilitates the relationship between the Board and the MD and indicates the flow of delegation from members.
We have robust processes in place to ensure that the delegation flows through the Board and its Committees to the MD and EXCO into the organisation. At the same time, accountability flows upwards from the Fund to its members. This process helps to ensure alignment and open communication with our members and all our stakeholders.
Governance structure
* A key change in our structure from 1 July 2024 is the creation of a new department, Enterprise & Growth Department, whose focus will be to lead the Fund’s effort in expanding our membership coverage to at least 50% of eligible Ugandans. The new department will focus on the voluntary side of our business.
Roles and responsibilities of the Board
The Board is governed by an internal 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, its committees, and individual Directors, including its composition and relevant procedures of the Board. The Charter is aligned with 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 and provides minimum standards and guidelines for the Board in the execution of their duties.
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 quarterly.
Carrying out a review of internal control policies, risk management and procedures, and ensures their effectiveness.
Approving and monitoring the progress of major investments in line with S.31 of the NSSF Act Cap 230.
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:
The Non-Executive Directors meet separately as and when is needed. During the year of review, they met to discuss the transition of management at the Fund and relevant succession planning
A NEW DAY - CREATING SHARED VALUE FOR SUSTAINABLE GROWTH