Corporate Governance Aligned to King IV Principles

Principle 8:
COMMITTEES OF THE BOARD

GOVERNING STRUCTURES AND DELEGATION

  • Principle 8 – The governing body should ensure that its arrangements for delegation within its own structures promote independent judgement and assist with the balance of power and the effective discharge of its duties

Outcomes

  • Effective governance structures

In aligning to King IV principles, the Fund considered the formalisation of an Environmental, Social and Governance (ESG) Committee during the reporting period, however, it is confident that the current governance structures have sufficient oversight of the following responsibilities: 

Responsibilities

SOCIAL AND ECONOMIC DEVELOPMENT

  • Anti-corruption and bribery
  • Human rights
  • Promotion of equality
  • Anti-money laundering



ETHICS

  • Monitoring of reported ethics cases and investigations



ENVIRONMENT

  • Responsible consumption
  • Impact of Fund operations on the environment
  • Impact if investee companies on the environment



STAKEHOLDER ENGAGEMENT AND MANAGEMENT

  • Relationships with key stakeholders



SUSTAINABILITY AND COMMUNITY DEVELOPMENT

  • Development of communities through CSI activities

NSSF Board Committee oversight

SOCIAL AND ECONOMIC DEVELOPMENT
  • Staff and Corporate Affairs Committee
  • Audit and Risk Assurance Committee




ETHICS
  • Audit and Risk Assurance Committee


ENVIRONMENT
  • Investments and Project Monitoring Committee




STAKEHOLDER ENGAGEMENT AND MANAGEMENT
  • Staff and Corporate Affairs Committee


SUSTAINABILITY AND COMMUNITY DEVELOPMENT
  • Staff and Corporate Affairs Committee

Board and Board committee meeting 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.

 

Decisions of the Board shall be taken by a simple majority of the members present and voting, with the person presiding having a casting vote. The Board may invite any person who is not a member to participate in the deliberations of the Board, but such person shall not be entitled to vote.

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
10/10
100%
N/A
-
N/A
-
N/A
-
N/A
-
Mr. Patrick Ocailap
9/10
90%
3/3
100%
N/A
-
3/4
75%
N/A
-
Mr. Aggrey Kibenge
10/10
100%
N/A
-
N/A
-
2/4
50%
5/8
63%
Dr. Silver Mugisha
9/10
90%
3/3
100%
N/A
-
4/4
100%
N/A
-
Dr. Sam Lyomoki
9/10
90%
N/A
-
6/6
100%
N/A
-
8/8
100%
Mr. Julius Bahemuka
6/6
100%
N/A
-
3/3
100%
N/A
-
N/A
-
Mr. Fred Bamwesigye
4/6
67%
2/3
67%
3/3
100%
N/A
-
4/4
100%
Ms. Annet Birungi
4/4
100%
1/1
100%
3/3
100%
N/A
-
N/A
-
Ms. Peninnah Tukamwesiga
10/10
100%
N/A
-
6/6
100%
N/A
-
8/8
100%
Ms. Annet Nakawunde Mulindwa
4/4
100%
N/A
-
3/3
100%
N/A
-
4/4
100%
Mr. Lwabayi Hassan Mudiba
10/10
100%
3/3
100%
N/A
-
4/4
100%
N/A
-
Mr. Richard Byarugaba
10/10
100%
3/3
100%
N/A
-
4/4
100%
N/A
-
Overall attendance rate
95%
95%
100%
85%
94%

NOTE: Following the resignation of two directors, Fred Bamwesigye and Julius Bahemuka, there was a re-organisation in the Committee composition. The two new appointed Directors, Annet Nakawunde Mulindwa and Annet Birungi commenced attendance of meetings after their appointment in February 2022.

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. Felilx Okoboi as Investment and Project Monitoring Committee Advisors together with Mr. Albert Richards Otete as the Audit and Risk Assurance Committee Advisor.

PRINCIPLE 9: Evaluation and performance

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