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OUR GOVERNANCE

Governance philosophy and structure

Governance philosophy

We do not regard governance as simply a tick box exercise, nor as a process of restrictive controls. Governance is rather viewed as core to instilling our value of integrity, ensuring we do the right things, in the right way, with the appropriate safeguards, checks and balances in place, to enable sound business decisions. We believe that this practical approach will support our performance for the long-term and protect the trust, integrity and value of our business and our brand.

As with the previous years, our focus will continue on delivery of our strategy, creation of value and improvement in Member returns.

Governance Structure

The Fund’s Governance structure is illustrated in the diagram alongside and shows the interaction between the Members and the Board, demonstrating how the Board Committee structure facilitates the relationship between the Board and the Managing Director and indicates the flow of delegation from Members. We have robust processes in place to ensure that the delegation flows through the Board and its committees to the MD and Executive Committee (EXCO) into the organisation. At the same time, accountability flows upwards from the Fund to its Members. This process helps to ensure alignment and open communication with our members and all our stakeholders.

NSSF Governance Structure

Board responsibilities and composition

Responsibilities of the Board which are included in the Board mandate to fulfil the primary governing roles and responsibilities:

Responsibilities of the Board which are included in the Board mandate to fulfil the primary governing roles and responsibilities:

  • Ensuring good governance of the Fund by enhancing its long-term sustainable success.
  • Setting the Fund’s strategic objectives and organisational values.
  • Setting responsibilities and performance targets for the Managing Director and Senior Management.
  • Evaluating Management performance from time to time against agreed targets.
  • 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.

Responsibilities of the Board which are included in the Board mandate to fulfil the primary governing roles and responsibilities:

  • 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 & Economic Development on the appropriate rate of interest to be declared on member’s accounts (S.35 {2}) of the Act.
  • Ensuring compliance of statutory requirements, prosecution and defense or pursue litigation in the interest of the Fund.
Board and committee evaluations

The Board is committed to continuous improvement and evaluates its performance. The Charter stipulates that the Board of Directors will conduct evaluations to determine whether the Board and its Committees are functioning effectively in terms of discharging their mandate as per the Board Charter and in line with leading practices on corporate governance. The Board evaluates its performance through a combination of both internal peer and external facilitated assessments.

In the year of review, performance of the Board as a collective unit, committees, individual directors, Board and committee chairpersons and the Corporation Secretary was assessed. The assessment was externally facilitated by Ernst and Young (EY) and it is pleasing to report that the Board’s performance was assessed as consistently very good. The areas of focus included the Board Succession Plan, key performance indicators of the Board, the Board and Board Committees competency framework.

Strengths
  • Frequency of meetings
  • Internal control frameworks
  • Performance, goals and targets to drive aggressive growth
  • Risk management processes
Areas of improvement
  • Succession planning
  • Channels for staff to obtain assistance with ethics issues

The Board considered the evaluation report and has agreed specific interventions to address identified areas of improvement.

Independence

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 judgment. 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 continue to demonstrate those qualities and behaviours it considers essential to be considered independent as set out in their terms of reference and Board Charter.

Board composition and tenure

The Board of 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:

  • 10 Directors appointed by the Minister of Finance, Planning and Economic Development for a three (3) year renewable term in line with the NSSF Act.
  • Directors represent each of the key stakeholder groups of members, employers and Government, and include:
    • 1 Executive Director; and
    • 9 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 Finance, Planning & Economic 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 Managing Director is recommended by the Board following an interview process and appointed by the Minister. The Board appoints the Executive Committee. Under section 3(4) of the NSSF Act, a Director may, by writing in his or her hand a letter addressed to the Minister of Finance, resign his or her office.

During the year in review, Mr. Aggrey Kibenge was appointed as a member of the 11th Board in November 2020. The tenure of the 11th Board will end on 31st August 2021 and the Appointing Authority has been advised to appoint a new Board. In recognition of the benefits of Board diversity including gender, the Board has recommended strengthening of female representation on the 12th Board.

  • PK

    Board Chairman

    The Chairman, Mr. Patrick Byabakama Kaberenge, is an Independent Non-Executive Director and was appointed on 1 September 2015.The Chairman’s roles include:

    • 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.
    Mr. Patrick Byabakama Kaberenge

The responsibility of the Directors is to exercise their independent judgement in the best interest of the Fund and its members, by:

Role of the Non-Executive Directors (NEDs)
  • Participating in all Board meetings to bring an independent judgement on strategic issues of the Fund.
  • Take 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 to discuss the performance of the Executive Director and Senior Managers.

Managing Director

The Managing Director 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 Managing Director, Richard Byarugaba, is the only Executive Director on the Board and has been a Board Member since August 2010.

Corporation Secretary

The Corporation secretary, Agnes Tibayeita Isharaza was appointed by the Minister of Finance, Planning & Economic Development in line with Section 41 of the NSSF Act and has been in the role sine 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 good information flows within the Board and its Board committees and between management and the Board.
  • Facilitates 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.
Board/Management relationships

The Board is ultimately responsible for succession planning for Directorships and key management roles. During the year, the Board and the Staff Administration and Corporate Affairs Committee discussed and reviewed the management composition and succession planning to ensure that the successors for key roles are identified and their performance is also assessed. The Board diligently notified the appointing Authority of the need to appoint the 12th Board. This is critical for ensuring that the right structure and talent is in place to deliver on the Fund’s strategy now and in the future.