Corporate Governance Aligned to King IV Principles

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

Board Composition

Chairperson

  • Dr. Peter Kimbowa

Executive Director

  • Mr. Richard Byarugaba

Non-Executive Directors

  • Patrick Ocailap
  • Aggrey David Kibenge
  • Peninnah Tukamwesiga
  • Annet Nakawunde Mulindwa
  • Silver Mugisha
  • Sam Lyomoki
  • Annet Birungi
  • Lwabayi Mudiba Hassan

main board

Board Chairman

The Chairman, Dr. Peter Kimbowa, is an Independent Non-Executive Director and was appointed on 1 September 2021.

 

The Chairman’s role includes:

  • Leading the Board and ensuring overall effectiveness, operating to the highest governance standards
  • Encouraging a culture of openness and debate to foster a high-performing and collegial team
  • Ensuring strategic issues, members and relevant stakeholder views are regularly reviewed, understood, and responded to
  • Facilitating the relationship between the Board and the MD and providing oversight, guidance, advice, and leadership
  • Ensuring control over the quality and timeliness of information flow between the Board and Management
  • Setting agendas for meetings of the Board that focus on the strategic direction and performance of the Fund’s business
  • Ensuring that adequate time is available for discussion on all agenda items
  • Leading the Board and individual Director Performance assessments
  • Speaking and acting for the Board and representing the Board to members

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:

  • Participating in all Board meetings to bring an independent judgement on strategic issues of the Fund
  • Taking the lead where potential conflicts of interests arise
  • Scrutinising and monitoring the Fund and management’s performance in achieving agreed corporate goals
  • Making a positive contribution to the development of the Fund’s strategy and policies through independent, ethical, and informed decisions
  • Engaging with senior management and other relevant parties, such as professional advisors, external or internal auditors and the Fund’s legal department, to ensure that the various concerns and issues are appropriately addressed


The Non-Executive Directors meet separately as and when is required. During the year of review, they met on 13 May 2022 to discuss the performance of senior management and relevant succession planning.

Managing Director

The MD is the Chief Executive Officer of the Fund and is subject to the NSSF Act and to the general control of the Board on matters of policy, responsibility for running the day-to-day business of the Fund, general management, administration, and organisation of the Fund. He also ensures the strategies and policies set by the Board are implemented. The MD, Richard Byarugaba, is the only Executive Director (ex officio member) on the Board and has been a Board Member since August 2010.

Corporation Secretary

The Corporation Secretary, Ms. Agnes Tibayeita Isharaza was appointed by the Minister of Finance, Planning and Economic Development in line with Section 41 of the NSSF Act and has been in the role since 1 April 2019.

In addition to any other functions conferred upon her by the Minister and the Board, the Corporation Secretary has the custody of the seal of the Fund and is responsible for:

  • Ensuring crucial information flows within the Board and its Board committees and between Management and the Board
  • Facilitating the orientation and professional development required by the Board
  • Taking minutes of the meetings of the Board and any of its committees and subcommittees
  • Keeping the records of all transactions of the Fund
  • The provision of legal advice on all Fund activities
  • Advising the Board on all governance matters
  • Keeping the Board aware of relevant changes in legislation and corporate governance best practice

As of 1 July 2022, the title of the Corporation Secretary will change to Chief Legal Officer/Corporation Secretary, however, current responsibilities and accountabilities remain the same.

Board/Management relationships

Board regional branch visit to the western region
The Board appoints the Fund’s senior management/Executive Committee. The Board is responsible for succession planning for key management roles.

During the year, the Board considered and approved the new organisation redesign that was concluded with the assistance of a professional external firm (Deloitte Uganda Limited).

Details of the outcomes of the organisation redesign can be found in our internal environment.

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 is assessed.

Board skills and experience

Executive skills and experience

We believe in having a diverse leadership team regarding experience, skills, tenure, geographical expertise, professional background, and gender as illustrated below:

Director Induction, training and development

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