Our Governance

Governance structures and delegation

Committees of the Board

The Fund's governance framework facilitates collaboration among management, members, and the Board. The Board is supported by four standing Committees: the Staff Administration and Corporate Affairs Committee, the Finance Committee, the Investments and Project Monitoring Committee, and the Audit and Risk Assurance Committee. Each committee operates under formal and approved terms of reference as defined in the Board Charter.

These committees are responsible for review, oversight, and monitoring of key issues. Their roles include investigating and analysing pertinent information and providing recommendations to help the Board make informed decisions. Delegated with specific responsibilities, the committees work collaboratively on specialist matters and submit reports of their activities and recommendations to the Board on a quarterly basis, or as needed.

The Fund, after due consideration, has determined that existing governance structures currently provide adequate oversight for the following responsibilities:

	NSSF Board Committee oversight	Responsibilities
Committee	NSSF Board Committee oversight Staff Administration and Corporate Affairs Committee Audit and Risk Assurance Committee	Responsibilities Social and economic development Anti-corruption and bribery Staff wellness Human rights Promotion of equality Anti-money laundering
Committee	NSSF Board Committee oversight Audit and Risk Assurance Committee	Responsibilities Ethics Monitoring of reported ethics cases and investigations
Committee	NSSF Board Committee oversight Investments and Project Monitoring Committee	Responsibilities Environment Responsible consumption Impact of Fund operations on the environment Impact of investee companies on the environment
Committee	NSSF Board Committee oversight Staff Administration and Corporate Affairs Committee	Responsibilities Stakeholder engagement and management Relationships with key stakeholders both internal and external
Committee	NSSF Board Committee oversight Staff Administration and Corporate Affairs Committee	Responsibilities Sustainability and community development Development of communities through CSI activities

The constitution, focus, activities, and future outlook for each committee are detailed in the reports that follow.

Audit and Risk Assurance Committee (ARC)

Chairperson: Ms. Annet Nakawunde Mulindwa

Members

Ms. Peninnah Tukamwesiga
Mr. Richard Bigirwa
Mr. Aggrey David Kibenge
Mrs. Agnes Tibayeita Isharaza (Corporation secretary)
Mr. Herbert Mbabazi (Invitees – professional advisors)

Attendance: 95%

Declaration

The ARC 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.

A message to members and stakeholders

We appreciate all our members who save with the Fund and encourage everyone to enrol to safeguard their future. We are committed to developing additional products to cater for diverse needs of our members, including those in the diaspora. We pledge to continue offering secure and competitive returns on your investments.

Composition and meeting procedures

The Chairperson and members of the committee were suitably qualified and had the necessary expertise required to discharge their responsibilities. The committee met on 5 occasions, with meetings scheduled in line with the Fund’s financial reporting cycle.

Committee purpose and how it contributes to value creation

The committee is made up of 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. The Corporation Secretary is the secretary of the committee. The Head of Enterprise Risk Management and Head of Internal Audit may attend meetings upon request as ex-officio members.

The committee helps 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.

Matters considered

On a quarterly basis, the committee considers:

The quarterly reports for the Internal Audit, Enterprise Risk Management, Legal and Board Affairs departments
The quarterly Information Technology insight/risk reports
The quarterly reports for the Internal Audit, Enterprise Risk Management, Legal and Board Affairs departments
The draft Audited Financial Accounts, Management letter FY 2024/25
Proposed Interest Rate for FY 2024/25

The independent legal opinion on the NSSF Lubowa land
The proposed changes to the Board Charter 2020
Counterparty Policy, and the amendments to the risk appetite statement, and Risk Management Policy and Procedures Manual
Proposed Intellectual Property Policy
Legal and Board Affairs Policy
Independent quality assessment report on the Internal Audit function

Key milestones

The audit plan was fully executed, and the recommendations implemented by management
The independent external quality assessment highly rated the Internal Audit function’s compliance with the standards
Employer compliance rate has greatly improved; with significant recoveries of contribution arrears

Value preservation in FY26

The committee will continue to operate within its terms of reference and ensure that meetings address all regular matters reserved for its consideration. Additionally, the following key activities are expected to receive the committee’s attention during FY26:

Emphasis on strategic risk in the key areas of cyber security, real estate, litigation and third-party relationships
Emphasise engagement with non-compliant employers
Emphasise due diligence processes during the acquisition and/or procurement of proposed real estate investments

Key engagements:

Engagements were held between members of the ARC and the Head of Internal Audit in confidence to appraise themselves on key audit matters
The committee 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
The committee co-opted the Technology and Enterprise Solutions Officer in the quarterly meetings to provide an understanding and awareness of the information technology risks especially cyber security risks
The committee engaged the Legal and Board Affairs Department to appraise themselves with the litigation risks faced by the Fund especially the land related matters

Capitals

Stakeholders

King IV™

Risk governance

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