Corporate Governance Aligned to King IV Principles
Principles 11-13: Functional Governance Areas
FUNCTIONAL GOVERNANCE AREAS
FUNCTIONAL GOVERNANCE AREAS
Principle 11 – The governing body should govern risk in a way that supports the organisation in setting and achieving strategic objectives
Principle 12 – The governing body should govern technology and information in a way that supports the organisation in setting and achieving its strategic objectives
Principle 13 – The governing body should govern compliance with applicable laws and adopted, non-binding rules, codes and standards in a way that supports the organisation in being ethical and a good corporate citizen
Outcomes
DESIRED OUTCOME
Adequate and effective controls through risk, technology and information, compliance, and assurance governance
Risk governance
The Board of trustees is mandated to ensure good corporate governance and effective risk management in the Fund. The Board exercises this mandate through its committees which include the Investments and Project Monitoring Committee, Finance Committee, Staff Administration and Corporate Affairs Committee, and the ARC, which oversees risk management and the integrity of financial reporting
Through the ongoing materiality determination process, material matters, and emerging risks are identified which could significantly impact the Fund’s business model and ability to deliver value in the short-, medium- and long-term. Read more about our risk and opportunity management
Risk governance
Risk management is regarded as an integral part of business activities
Effective risk management protects and creates value for the Fund in identifying both risks and oportunities
Cyber Security and Information security risk is an integral part of the business
To achieve effective risk management, and a robust control environment, the three lines of defence model is a key component to ensure a clear separation of roles between risk-taking functions and risk-control functions
Technology and information governance
As part of the Board charter, the Board has oversight of the Information and Technology Policy, systems, and strategies. The Finance Committee is mandated to assist the Board in fulfilling its oversight responsibility for technology governance
With the accelerated digitalisation strategy and ongoing quest to improve efficiency of operational processes and communication through automation and use of digital platforms, the Fund has invested heavily in information security
The Fund has also launched a new Pension Administration System (OctoPAS)
Technology and information governance
Appropriate preventive, detective, and corrective controls have been implemented and the strength of the security infrastructure is continuously tested through penetration tests and vulnerability assessments
Uninterrupted IT services and system stability
A Chief Information Officer (Benoni Katende) was appointed in September 2021 to accelerate the digitisation journey
Compliance governance
The Fund is committed to complying with all the relevant legislation, especially prudential regulation
The Board oversees compliance with legislation, regulations, and codes of best practice governing the retirement benefits sector through the Audit, Risk and Assurance Committee
The Board has established policies and processes to guide legal compliance and delivery of services
The Fund continuously monitors the status of regulatory relationships to enhance proactive engagement across key regulatory changes and areas of focus
Highest standards of sound governance, including transparency, accountability and fairness to its members, the Regulators, and all our stakeholders
Management continuously monitors its compliance with the key regulations through its quarterly reports to the Board
Compliance governance
The Fund is committed to complying with all the relevant legislation, especially prudential regulation
The Board oversees compliance with legislation, regulations, and codes of best practice governing the retirement benefits sector through the Audit, Risk and Assurance Committee
The Board has established policies and processes to guide legal compliance and delivery of services
The ARC assumes responsibility for the governance of risk and opportunity management and compliance
ARC, on behalf of the Board, ensures oversight over the governance of risk by setting the direction for how the Fund’s risk and opportunity management should be approached and addressed
Risk appetite dashboard includes both risks and opportunities and is set to ensure that the company achieves its strategic and financial objectives
Enterprise-wide Risk Management Framework and policy
Combined Assurance Model.
A Board approved Compliance Management Policy and Manual
Compliance monitoring
The Finance Committee assumes responsibility for technology and information governance
Formalised information technology governance strategy
Principle 14 – The governing body should ensure that the organisation remunerates fairly, responsibly, and transparently to promote the achievement of strategic objectives and positive outcomes in the short-, medium- and long-term
The Board, through the Staff Administration and Corporate Affairs Committee has established human resource policies governing the terms and conditions of employment, remuneration, training, promotions, discipline, and other benefits which are fair and will attract, motivate, and retain high calibre staff
Outcomes
DESIRED OUTCOME
Governance of fair, responsible, and transparent remuneration
The reward and remuneration structures are linked to KPIs defined under each strategic objective, ensuring performance is linked to business performance as well as individual performance, thereby promoting a high-performance culture and achievement of strategy
Sustainable reward is carried out responsibly and the Fund’s reward framework is flexible to meet the changing needs of both the business and economy
Summary of the arrangements for governing remuneration
Remuneration and Employment Policy
Non-Executive Director Remuneration Policy
A Staff Administration and Corporate Affairs Committee (SACA) to ensure fair, responsible, and transparent remuneration practices
Measures taken to monitor remuneration and how the outcomes were addressed
Board receives summary reports from SACA
The Board approves business targets at the beginning of every financial year and reviews the results at the end of the year before making a final decision regarding payment of any incentives
