OUR GOVERNANCE:
OUR EXPERIENCED, DIVERSE AND INDEPENDENT BOARD
Board skills and experience
Main Board - skills and experience
Independence
As of 30 June 2024, 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 considered 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.
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 term renewable once. The MD is recommended by the Board and appointed by the Minister. Under section 3(4) of the NSSF Act Cap 230, a Director may, by writing in his/her 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 following his appointment as the Managing Director of NSSF on 18th August 2023.
The term of office for Dr Peter Kimbowa, Mr Patrick Ocailap and Mr Lwabayi Mudiba Hassan ended on 31 August 2024. On 1 September 2024 Dr David Ogong was appointed as the new Chairman. On the same day, Mr Ramathan Ggoobi and Mr Richard Bigirwa were appointed as new members of the Board.
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 under review, the Board considered and approved the appointment of Rhona Kyomuhendo as Acting Head of Procurement and Disposal Unit.
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.
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 |
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|---|---|---|
| Title | Date | Training details |
| Corporate Governance Risk & Ethics Management For Board Members |
2 - 6 October 2023 | The programme was designed to support the NSSF board of directors in managing their risks and practicing good corporate governance. This provides a competitive advantage, as they consciously take risk management into account, anticipate adverse changes, hedge, and protect themselves from such changes, thereby reducing negative financial outflows. |
| Trustees Training | 11 – 15 December 2023 | The programme equipped the NSSF Board members with the essential legal, investment and related knowledge required to become effective trustees and oversee their fund’s activities with confidence. |
| Specialised Investments and Project Monitoring Committee Training | 24 - 28 June 2024 | The training for the Investments and Project Monitoring Committee members was designed to equip them with an understanding of investment policy, portfolio management, and asset diversification. It also enhanced their knowledge of governance in the context of a Trustee Board and the legislative requirements for investing scheme assets. Additionally, the training covered the management of different asset types, including equities, bonds, real estate, and alternative assets such as private equity and hedge funds. |
| Customised ARC Committee training conducted by Board advisory, Johannesburg, South Africa | 15 -17 April 2024 | The training for the Audit and Risk Committee members was designed to enhance their understanding of cybersecurity, compliance, and audit functions. It also focused on improving financial reporting, risk management, fraud prevention, and ESG governance. Additionally, it aimed to equip members with the skills to develop and execute an effective ARC workplan. |
| Customised Finance Committee Training by Prof. Samuel Kisakye Sejjaaka, Team leader, MAT Abacus | 19 April 2024 | The training was aimed at equipping the Finance Committee members with skills to effectively manage and oversee financial operations, ensure compliance with legal and regulatory requirements, and enhance their ability to mitigate and manage financial risks. |
| ILO Conference | 3 -14 June 2024 | At the International Labour Conference, delegates addressed topics such as protection against biological hazards, fundamental rights at work, and the care economy. The Conference also elected the Governing Body for the 2024-27 term. |
| Board Acceleration Programme Customised SACA Training | 10 -13 October 2023 | The training focused on rebuilding trust and teamwork within the NSSF Board and EXCO after a period of external scrutiny and probes from Parliament. The programme aimed to restore the organisation's morale and performance by addressing relational challenges, fostering a people-centric culture, and preparing the NSSF to better withstand future shocks. |
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. In the year under review, the Board, EXCO together with the Internal Audit, Risk and Legal and Board Affairs Department were trained in Integrated Reporting and Combined Assurance.
This has enhanced the level of reporting by Management to the Board, thus strengthening leadership capability and focusing on strategic issues.
The Assurance Departments have also devised a work plan to strengthen collaboration of the assurance functions in executing their assurance roles, but at the same time not impairing their independence.
A NEW DAY - CREATING SHARED VALUE FOR SUSTAINABLE GROWTH