Corporate Governance

Overview

The Agency subscribes to and promotes best practice principles of corporate governance. The affairs of the Board are governed by its Board Charter, sub-committee Terms of Reference, CEDA Constitution, Companies Act of Botswana, King III Code on Corporate Governance and other applicable legislation.

The Board furthermore ensures that the Directors individually, Management and staff subscribe to and implement adopted principles of good Corporate Governance and best practices.  To achieve this, the Board aims to ensure that:

  • the Agency’s affairs are administered in conformance with adopted code(s) of good Corporate Governance;

  • A culture of fairness, transparency and accountability is promoted throughout the Agency’s activities and personnel;

  • all Directors are periodically familiarised with, understand and subscribe to adopted principles of Corporate Governance;

  • The organisational structure of the Agency reflects the requirements of Corporate Governance principles.

The role of the Board is to set and monitor the strategic functioning of the Agency as well as mobilising and allocating resources of the Agency. The Board shall effectively represent, promote, protect and nurture the best interests of the shareholder as well as recognise the interests of other stakeholders with a view to maintaining and adding long-term value to the Agency to enable it to achieve the Agency’s corporate objectives, in force from time to time.

The Board shall be responsible for ensuring existence and implementation of sound and effective internal control systems, risk management, and ensuring true and fair presentation of the Agency’s affairs in the financial statements. The Board shall direct and supervise the management of the Agency’s  activities, assets and affairs including:

Establishing the Agency’s Policies and ensuring that Management is proactively seeking to build and promote the Agency’s customer focus, innovation, initiative, technology, new services/activities and its human capital; and,

Ensuring that the Agency’s goals are clearly established, and that strategies are in place for achieving them.

Structure

The CEDA Board consists of three (3) sub-committees which play a pivotal role in assist the Board in the execution of its duties, powers and authorities. These are the Finance and Audit Committee, Human Resources Committee and Board Tender Committee. Furthermore, the CEDA Board oversees the activities of the CEDA Venture Capital Fund (CVCF) Board, as a subsidiary company within the CEDA Group.

Terms of Reference

The Terms of Reference of the sub-committees are summarised below.

Finance and Audit Committee

  • Review of systems established to ensure compliance with policies, procedures, budgets, plans, procedures, laws and regulations, which may have significant impact on operations and reports.
    • Recommendation of appointment of external auditors

    • Approving the external audit plan and external audit fees

    • Reviewing significant matters reported by the external auditor, including reports on weaknesses in internal controls and recommendations for improvement.

    • Reviewing quarterly management accounts.

    • Reviewing draft annual financial statements, auditors’ opinion, and management letter before recommendation to the Board for approval

    • Evaluating the external auditors’ independence.

    • Reviewing the CEDA annual revenue and expenditure budget (capital and recurrent) prior to submission to the full Board for consideration and approval.

    • The Finance and Audit Committee is charged with monitoring risk processes and controls, and overseeing the governance processes, which includes identification of any violations of ethical conduct.

    • Evaluating the performance of internal audit, reviewing and approving Internal Audit plans and budget.

    • Recommending the appointment of External Auditors and, where necessary the reappointment of the External Auditors. The External Auditors report directly to the Committee.

Human Resources Committee

  • To ensure that the Agency recruits suitably qualified and experienced staff at Executive and Senior Management levels.

  • To ensure that the Agency’s employees are appropriately and fairly rewarded for their individual performance and contribution to the Agency’s overall performance.

  • To recommend to the Board the appointment of the Deputy Chief Executive Officers, Internal Audit Manager and Company Secretary.

  • To review and recommend to the Board, appropriate organisational structure, General Conditions of Service and other related HR policies.

  • To adjudicate grievance and disciplinary matters for employees at Executive and Senior Management Level (Band 6 and above).

  • To recommend to the Board for approval on employee bonus awards, in line with the Agency’s General Conditions of Service and Reward Management Policy.

  • To review and recommend to the Board, for approval, the annual Human Resources budget.

  • To coordinate the annual performance evaluation of the Board and individual Board members for onwards submission to the Shareholder.

Board Tender Committee

  • To ensure that Tender Rules and Regulations are properly complied with.

  • To approve and authorize Tenders in excess of BWP500,000.00 (inclusive of Value Added Tax), and accordance with the Tender Rules and Regulations.

  • To ensure that where local preference is granted, the nature and extent of such preference is clearly indicated in the Tender documentation.

  • To ensure that high quality standards are maintained in the award of Tenders.

  • To consider and approve any variations to the scope and conditions of contracts or service agreements previously approved by the Board Tender Committee including extensions, assignment and subletting.

Key duties of key governance individuals

Chairman

The Chairman plays an important role as the main liaison between the Board and the Government.  The Board Charter further stipulates that the Chairman shall:

  • Provide leadership to the Board in planning and direction;

  • Be responsible for representation of the Board to the shareholder;

  • Be responsible for ensuring the integrity and effectiveness of the governance process of the Board;

  • Be responsible for monitoring and evaluating the performance of the CEO through a Performance Appraisal System;

  • Chair Board Meetings and act as facilitator at such Meetings to ensure that no Board Member, whether executive or non-executive, dominates discussion; that appropriate discussion takes place and that a relevant opinion among members is forthcoming.  The Chairman shall ensure that discussion results in logical and understandable outcomes;

  • Communicate with fellow Board Directors for consultations in between Board Meetings

  • Be available for the Chief Executive Officer between Board Meetings to provide counsel and advice;

  • Maintain a regular dialogue with the Chief Executive in respect of all material matters affecting the Agency and to consult with the other Board Members promptly when considered appropriate.

Chief Executive Officer

The Chief Executive Officer is be appointed by the Minister of Trade and Industry on the recommendation of the Board of Directors.

The Chief Executive Officer is accountable to the Board of Directors, and responsible for the day to day management and administration of the agency. The role of the Chief Executive Officer includes:

  • recommending or appointing the executive team and ensuring proper succession planning and performance appraisals

  • developing the Agency’s strategy for Board consideration and approval;

  • developing and recommending to the Board annual business plans and budgets that support the Agency’s long-term strategy;

  • organizing the structure of the Agency necessary to achieve the strategic plan;

  • ensuring that the Agency complies with all relevant laws and regulations;

  • setting the tone from the top in providing ethical leadership and creating ethical environment in the Agency; and

  • exercising such powers as are delegated, and performance such functions and duties as are assigned to him or her by the Board

Company Secretary

A Company Secretary is appointed by the Board to assist in the performance of Board functions.  The Company Secretary is accountable to the Board and reports administratively to the Chief Executive Officer. The functions of the Company Secretary include, but are not limited to:

  • Organizing and recording the activities of the Board and Committee Meetings;

  • Ensuring that the Agency complies with its governing legislation or by-laws;

  • Keeping and maintaining all the Agency’s corporate and historical records;

  • Reviewing and keeping up-to-date developments in Corporate Governance and;  

  • Promoting strong Corporate Governance Practices throughout the Agency;

  • Advising and assisting individual Board Members with respect to their duties and responsibilities;

  • Facilitating the orientation and on-going training of Board Members;

  • Administering the Agency’s Code of Conduct and Ethics; and,

  • Advising the Chairman on any matter where conflict of interest, potential or real, might occur between the Board and the Chief Executive Officer.

Conflicts of Interests Policy

The Board of Directors adopted its Conflict of Interests Policy on 30 November 2010. All Board members are required to abide by the Policy and submit the accompanying Register of Interests Form on an annual basis. Furthermore all Board Members are required to declare any interests prior to all Board meetings.

Ethics

The Board of Directors of the Agency subscribes to to and enforces the application of the principles of good ethical behaviour both during the conduct of the Board deliberations and its dealings with the Agency’s stakeholders.

All Board Members pledge to:

  • have respect for lawful authority and legal compliance;

  • be honest in all dealings and declare any potential conflicts of interest;

  • respect and value other people’s views, even though their views may be different;

  • make decisions without bias, and complying with legislative and other Government requirements;

  • treat each other fairly and not discriminate on the basis of gender, political affiliation, religion, nationality, family history, disability, age or   language;

  • be diligent, committed and dedicated;

  • work together as a team, valuing the importance of the governance role;

  • be accountable for Board decisions and meet performance expectations of a Board Member;

  • be professional at all times and seek to improve knowledge and understanding of the financial sector and governance role; and,

  • honour the confidentiality of Boardroom decisions, of colleagues and clients.