Committees of the Board
The Board ensures that arrangements for delegation to committees and individuals promote the objective and effective discharge of its obligations.
Outcomes supported
The Board is satisfied that the current committee structure provides appropriate oversight of material governance responsibilities while supporting effective stewardship and sustainable value creation.
Board committees and delegated governance
The governance framework enables effective oversight, accountability and collaboration between the Board and management in pursuit of the Fund's strategic objectives.
The Board operates through four standing committees: SACA, Finance Committee, IPMC and ARC.
The Board delegates specific responsibilities to four standing committees to enhance oversight, deepen governance effectiveness and support informed decision-making. Operating under Board-approved Terms of Reference, the committees provide focused oversight of the Fund's most material strategic, financial, risk, stakeholder, sustainability, and investment matters.
Audit & Risk Assurance Committee (ARC)
Key oversight areas
Financial reporting integrity, risk management and internal controls, regulatory compliance, ethics, anti-money laundering, cybersecurity, whistleblowing, and combined assurance.
Value created
Strong governance, prudent control, and stakeholder confidence.
Investments and Project Monitoring Committee (IPMC)
Key oversight areas
Investment strategy, portfolio performance, project oversight, responsible investment, and environmental stewardship.
Value created
Sustainable returns and responsible capital allocation.
Finance Committee
Key oversight areas
Financial performance, capital management, technology governance, data and information governance, and digital transformation.
Value created
Financial sustainability, innovation, and operational efficiency.
Staff Administration and Corporate Affairs Committee (SACA)
Key oversight areas
Human capital, culture, stakeholder relationships, staff wellbeing, equality, sustainability, and community development.
Value created
Ethical culture, stakeholder trust, and responsible corporate citizenship.
Governance effectiveness
Specialist oversight
Evidence
Four standing committees supported by the Corporation Secretary.
Outcome supported
Better-informed Board decisions.
Independent expertise
Evidence
The Board may co-opt specialist advisers. Arch. Kenneth Ssemwogerere supported the IPMC and Mr. Herbert Mbabazi the ARC.
Outcome supported
Enhanced technical insight and oversight.
Integrated governance model
Evidence
Social, ethics, and nomination-related responsibilities are discharged through SACA, ARC and IPMC.
Outcome supported
Efficient governance without duplication.
Independent assurance
Evidence
ARC is chaired by a Non-Executive Director, comprises only Non-Executive Directors and meets separately with internal and external auditors. The Chief Internal Auditor reports functionally to the ARC, supporting independence and strengthening the Committee's oversight.
Outcome supported
Strong independence, accountability, and assurance integrity.
Outcomes supported: Conformance and Prudent Control
The requirements of this principle are achieved because we have the following in place:
Four standing committees – ARC, IPMC, Finance Committee and SACA – operate under written Terms of Reference, with the Corporation Secretary as Secretary to all four.
Co-opted professional advisers: Section 5(5) of the NSSF Act empowers the Board to invite or co-opt any person to attend a meeting or advise independently, without a vote. The Board determines the field in which advice is required, and Management engages advisers under PPDA rules. Arch. Kenneth Ssemwogerere was co-opted as IPMC Adviser and Mr. Herbert Mbabazi as ARC Adviser.
NSSF does not maintain standalone Nominations or Social and Ethics Committees; these functions are discharged through SACA, ARC and IPMC – the primary driver of this principle's exceptions.
The ARC is chaired by a Non-Executive Director who is not the Board Chairman, comprises Non-Executive Directors only, and meets at least annually with internal and external auditors without management present.
Area for future focus
Consider formalising a standalone Social and Ethics Committee.