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

Committees of the Board

  • The Board ensures that its arrangements for delegation within its own structures promote independent judgement and assists with the balance of power and the effective discharge of duties

Committees of the Board

  • The Fund’s governance structure enables interaction between Management, members, and the Board
  • The Board is supported by four committees. These committees have delegated responsibility to assist in specific specialist matters on a collaborative basis and provide reports of their activities and recommendations to the Board on a quarterly basis or as often as is necessary

Board Committees

The Board has four standing committees; Staff Administration and Corporate Affairs Committee, Finance Committee, Investments and Project Monitoring Committee and the Audit and Risk Assurance Committee. Each Committee has formal and approved terms of reference stipulated in the Board Charter.

The Committees’ functions are for purposes of review, oversight, and monitoring. Their duties include investigating, analysing the relevant information and then reporting back with recommendations to enable the Board to make appropriate decisions.

The constitution, focus, activities, and outlook for each of the Board Committees are outlined below:

Audit and Risk Assurance Committee

Chairperson

  • Annet Nakawunde Mulindwa

Members

  • Peninnah Tukamwesiga
  • Annet Birungi
  • Sam Lyomoki

Professional Advisors

  • Albert Richards Otete

Audit and Risk Assurance Committee

The Committee comprises only Non-Executive Directors and the MD only attends by invitation. The Head of Internal Audit reports directly into this committee which ensures independence of the Internal Audit function. Management is represented by the Corporation Secretary and Head of Enterprise Risk.

 

The Committee assists the Board to effectively discharge its oversight responsibilities for financial reporting, risk management, internal controls, internal and external audit, regulatory compliance, and governance.

 

The ARC, on behalf of the Board, undertakes detailed monitoring of internal controls through the Internal Audit function. The Board has reviewed the system of internal control, including financial controls, for the year under review up to the date of approval of this Integrated Report.

2021/2022 ARC Activities

The committee focused its attention on regulatory challenges, trends of litigation, information security and business continuity planning and management. It encouraged the continuing improvement of capabilities to identify and assess emerging risks.

 

ARC Committee’s key activities in FY2021/2022 included oversight, review, and approval of:

  • Key legislative and regulatory obligations
  • Trends of litigation throughout the year
  • Compliance with the relevant laws regulating the Fund
  • Investee company ratings
  • Risk assessment processes
  • Key audit areas for action
  • External Auditors’ conclusions report FY2020/2021
  • The integrity of the financial statements and other information to be provided to the members to ensure that they represent a clear and accurate assessment of the Fund’s position and performance
  • The External Audit Management letter
  • The quality and scope of the planning of the external audit in assessing risks and how the external auditor has planned to evolve the audit plan to respond to the changes in the business environment
  • The Internal Audit Plan and BSC for FY2022/2023
  • The Enterprise Risk Management (ERM) strategy
  • Appraisal and Contract renewal for the ARC Consultant
  • Monitoring of reported ethics cases and investigations
  • Quarterly department updates

Key engagements:

  • Engagements were held between the Chairperson of the ARC and the Head of Internal Audit in confidence to appraise him on audit matters
  • The ARC met with the external auditors at the beginning of the audit and discussed the scope of their work, assessment of their independence, audit plan, findings, and recommendations of the previous audit

Challenges during FY2021/2022:

  • Frivolous land claims on NSSF land
  • Increased membership and the risk of enforcement from defaulting employers
  • The difference in reporting periods of some investee companies in the calendar year vs financial year, making an analysis of their performance based on the previous year’s data difficult
  • Delayed contract approval process

Key focus for the following year FY2022/2023:

  • Emphasis on regulatory compliance with the National Social Security Fund Amendment Act 2022
  • Enhanced legal strategic value adding partnerships
  • Continuous improvement of the governance, risk management, and internal control systems across the Fund
  • Commence a review of the effectiveness of the Internal Audit function
  • Development and delivery of Internal Audit and Risk Assurance plans
  • Monitor the Fund’s investments in different companies to ensure that the Fund is operating at an acceptable risk tolerance level
  • Updating all the Fund’s policies to ensure that the Fund is compliant with all relevant laws
  • Monitor progress with the implementation of recommendations of the internal and external audits
  • Recommending new regulations for approval and adoption of voluntary contributions and benefits under the National Social Security Fund Amendment Act 2022
  • Sensitisation of the public on the National Social Security Fund Amendment Act 2022
  • Obtaining ISO 27001 certification as a Fund
  • Implement the Active Directory security tool to monitor potential security breaches

Risk oversight

Capitals impacted

FINANCIAL
CAPITAL

INTELLECTUAL
CAPITAL

MANUFACTURED
CAPITAL

SOCIAL & RELATIONSHIP CAPITAL

Stakeholders impacted

The Committee is satisfied that it has fulfilled its mandate as set out in the Committee’s terms of reference and work plan as required in the Board Charter during the period under review.

REGULATORS & LEGISLATORS

the ipmc committee

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