Corporate Governance Aligned to King IV Principles

Principle 6: PRIMARY ROLE AND RESPONSIBILITIES OF THE BOARD

GOVERNING STRUCTURES AND DELEGATION

  • Principle 6 – The governing body should serve as the focal point and custodian of corporate governance in the organisation

Outcomes

  • Effective governance structures

ROLES AND RESPONSIBILITIES OF THE BOARD

  • The Board serves as the focal point and custodian of corporate governance in the NSSF

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, it’s 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

RESPONSIBILITIES OF THE BOARD WHICH ARE INCLUDED IN THE BOARD MANDATE TO FULFIL THE PRIMARY GOVERNING ROLES AND RESPONSIBILITIES

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 on a quarterly basis.
  • Carrying out a review of internal control policies, risk management and procedures and ensures their effectiveness.
  • Approving and monitoring the progress of major investments (S.30 of the NSSF Act and 46(1) (b) of the URBRA Act.
  • 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.

Board activities in 2021

KEY

  • Strategy Implementation
  • Policy, charter and manual review and approval
  • Stakeholder Activity
  • Corporate Governance

  • Review of reports ending 30 June 2021:
    • Financial
    • Business
    • Operations
    • Information Technology
    • Procurement and Disposal
    • Investments
    • Marketing
  • The update on Property Management as at 30 June 2021
  • The update on Real Estate Projects as at 30 June 2021
  • Appraisal and contract renewal for IPMC Consultants
  • Staff updates as at 30 June 2021
  • Contract renewals for senior managers for grade 19 and above
  • Interviews for the Chief Information Officer

  • Review of reports from Board Committees
  • Managing Director’s (MD’s) Update (including a brief on the Annual Members Meeting)
  • Consideration of the Fund’s representation on the Boards of Directors of select Investee Companies:
    • Housing Finance Bank Limited – replacement of Ms. Jean Mutabazi.
    • Ratification of the re-election of Director Peninnah Tukamwesiga to the Uganda Clays Board
    • Re-election of Ms. Barbra Teddy Arimi to the DFCU Limited Board
  • Ratification of the appointment of Mr. Gerald Paul Kasaato to the CRDB (Cooperative Rural Development Bank) Bank Plc Board
  • Consideration of the 11th Board Evaluation Report for the period ended 30 June 2021
  • Brief from the Board Secretariat on end of Board term issues
    • Gratuity payment
    • Disposal of iPads

 

  • 12th Board inauguration and 11th Board farewell
  • 12th Board induction
  • Composition of the 12th Board Committees
  • Consideration of the report of the Combined Audit and Risk Assurance and Finance Committees
  • Review of the draft NSSF Audited Financial Accounts FY2020/2021
  • Consideration of the External Audit conclusions report FY2020/2021 and Draft Management Letter
  • Review/update of the proposed Board training plan for 2021
  • Review of the draft NSSF Audited Financial Accounts FY2020/2021
  • Consideration of interest rate proposed for FY2020/2021
  • Review of the External Audit Management Letter
  • Staff appraisal salary review and performance bonus proposals FY2020/2021
  • Brief update on the Organisational Re-design
  • Presentation of the External Audit Conclusions Report FY2020/2021 by PwC

 

  • Review of reports ending September 2021:
    • Financial
    • Business
    • Operations
    • Information Technology
    • Procurement and Disposal
    • Investments
    • Marketing
    • Internal Audit
    • Risk Management Report
    • Legal and Board Affairs Report
  • The update on Property Management as at 30 September 2021
  • The update on Real Estate Projects as at 30 September 2021
  • Consideration of MTN IPO
  • Consideration of Lubowa Commercial Project Concept
  • An update of the Off Taker Pricing
  • Consideration of Uganda Clays Loan Restructuring
  • Staff updates as at 30 September 2021
  • Staff appointments for grade 19 and above
  • Contract renewals for grade 19 and above
  • Consideration of the Enterprise Risk Management (ERM) strategy
  • Appraisal and contract renewal for the ARC Consultant

 

  • Full Board review of reports from Committees
  • Consideration of the August 2021 Board Evaluation action report
  • To note the appointment of Gerald Paul Kasaato to the Board of Trade and Development Bank
  • Consideration and approval of the Board Work Plan 2022
  • Consideration and approval of the Board Development Plan 2022
  • No activities undertaken

Board activities in 2022

KEY

  • Strategy Implementation
  • Policy, charter and manual review and approval
  • Stakeholder Activity
  • Corporate Governance

  • Review of reports ended 31 December 2021:
    • Business
    • Operations
    • Information Technology
    • Procurement and Disposal
    • Legal and Board Affairs
    • Internal Audit
    • Risk Management
    • Investment
  • Review of the updated Internal Audit Charter and Internal Audit Manual
  • The update on Property Management as at 31 December 2021
  • The update on Real Estate Projects as at 31 December 2021
  • Reviewed the Board composition following the passing of the NSSF Amendment Act 2022

  • Review of reports from Committees
  • Consideration of proposed Investment Project variations
  • Consideration of the role of the Board in the Procurement Process
  • Strategy workshop to consider Management work plans (BSC2022/2023)
  • Presentation of the final proposed Organisation Restructure Design by Deloitte
  • Board and Exco strategy session
  • Balanced Scorecard (BSC) Training

  • Update on meeting with Public Procurement and Disposal of Public Assets Authority (PPDA)
  • Update on the Draft National Social Security Fund (Midterm Access to Benefits) Regulations, 2022                                       
  • Full Board site visits (Pension Towers and Lubowa Housing Estate)
  • Site visit to Temangalo and Kyanja Housing Estate

  • Review of reports as at 31 March 2022:
    • The Legal and Board Affairs
    • Internal Audit Report and plan
    • Risk Management
    • Investments
  • A review of the economies in the region and the implications for the Investments Strategy
  • The update on Property Management as at 31 March 2022
  • The Update on Real Estate Projects as at 31 March 2022
  • A review of the Banking Sector
  • A review of the Telecom Sector
  • A review of Umeme
  • Consideration of Board representation in investee companies
  • A review of the Stewardship Code
  • A review of the plan to execute the Unit Trust
  • Consideration of Pension Towers variations
  • Utilising leverage to finance Real Estate Projects
  • Review of changes to the Human Resources Policy and Manual
  • Attendance of Esami Training for four Board Directors

  • Consideration of the proposed 2022/2023 budget
  • Approval of write-offs
  • Review of reports as at 31 March 2022:
    • Business
    • Operations
    • Information Technology
    • Procurement and Disposal
    • Marketing
    • Staff updates
  • MD’s update
  • Promotion of Senior Staff appointments of grade 19+
  • Review of contract renewals
  • Consideration of the MD’s and DMD’s contract renewals
  • Approval of 2022/2023 budget for Minister’s consideration
  • Review of reports from Committees
  • Review and approval of the International Labour Organisation (ILO) sponsorship
  • Consideration of the Organisational Redesign Implementation Plan
  • Presentation of the Board Remuneration Survey Report
  • External Audit Plan
  • Meeting with external auditors
  • External Audit Plan FY2022/2023
  • Consideration of the Internal Audit BSC FY2022/2023
  • Consideration of the Internal Audit Plan FY2022/2023
  • Update on the Yusuf Lule Procurement Petition
  • Consideration of the SACA report on the proposed contract renewals of the MD and the DMD

The Board action plan for 2022/2023 will cover the following areas:

  • Achieving a technology-driven strategy in a balanced portfolio of pragmatic investments
  • Ensuring that the Fund achieves a stable but agile culture
  • Operationalising the NSSF Amendment Act 2022 to ensure that members’ needs in terms of new products and easy access to benefits is enhanced
  • Diversifying the Fund’s investment portfolio

Principle 7:
COMPOSITION OF THE BOARD

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 the appropriate balance of knowledge, skills, experience, diversity, and independence for it to discharge its governance role and responsibilities objectively and effectively.

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. We have transitioned from the 11th to the 12th Board and six new Directors were appointed to the Board

    INDEPENDANCE
  • As of 30 June 2022, six of the Non-Executive Directors were independent as defined in the governance codes and our Board charter which represents 60% 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.

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
  • Directors represent each of the key stakeholder groups of members, employees, employers, and government, and include:
    • One Executive Director; 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). 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 hand a letter addressed to the Minister of Gender, resign his/her office.

Board Inauguration

During the year under review, the following members were appointed to the 12th Board of the Fund:

  • Dr. Peter Kimbowa, who is now the Chairperson of the Board
  • Dr. Silver Mugisha
  • Ms. Annet Nakawunde Mugisha
  • Dr. Sam Lyomoki
  • Mr. Lwabayi Mudiba Hassan
  • Annet Birungi

During the year under review, the following members retired from the Board:

  • Patrick Kaberenge Byamukama
  • Dr. Isaac Magoola
  • Florence Namatta Mawejje
  • Mugole Mauku D. Stephen
  • Peter Christopher Werikhe

The following members resigned from the Board in February 2022:

  • Julius Bahemuka
  • Fred K. Bamwesigye
Board Committee Composition

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