Our story
Overview
The agency subscribes to and promotes best practice principles of corporate governance. The board charter, sub-committee terms of reference, CEDA constitution, Companies Act of Botswana, King IV (and other applicable codes on corporate governance), and relevant legislation govern the affairs of the board. The board ensures that directors, management, and staff individually 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 codes of good corporate governance;
- a culture of fairness, transparency, and accountability is promoted throughout the agency's activities and personnel;
- all directors are periodically familiarized with, understand, and subscribe to adopted principles of corporate governance through continuous training and development;
- the organizational 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 mobilize and allocate its resources. The board effectively represents, promotes, protects, and nurtures the best interests of the shareholder while recognizing the interests of other stakeholders, with a view to maintaining and adding long-term value to the agency to achieve its corporate objectives. The board is responsible for ensuring the existence and implementation of sound and effective internal control systems, risk management, and the true and fair presentation of the agency's affairs in the financial statements. The board directs and supervises the management of the agency's activities, assets, and affairs, including:
- Establishing the agency’s policies and ensuring that management proactively seeks to build and promote the agency's customer focus, innovation, initiative, technology, new services/activities, and human capital;
- Ensuring that the agency's goals are clearly established and that strategies are in place for achieving them.
Our story
Structure
The CEDA board consists of four sub-committees that play a pivotal role in assisting the board in the execution of its duties, powers, and authorities. These are the board strategy committee, 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, a subsidiary company within the CEDA group.
Sub-committee terms of reference
Finance and audit committee
- review systems established to ensure compliance with policies, procedures, budgets, plans, laws, and regulations that may have a significant impact on operations and reports;
- recommend the appointment of external auditors;
- approve the external audit plan and external audit fees;
- review significant matters reported by the external auditor, including reports on weaknesses in internal controls and recommendations for improvement;
- review quarterly management accounts;
- review draft annual financial statements, auditors’ opinion, and management letter before recommending them to the board for approval;
- evaluate the external auditors’ independence;
- review the CEDA annual revenue and expenditure budget (capital and recurrent) prior to submission to the full board for consideration and approval;
- monitor risk processes and controls and oversee governance processes, including identification of any violations of ethical conduct;
- evaluate the performance of internal audit, review and approve internal audit plans and budget;
- recommend the appointment or reappointment of external auditors, who 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 Chief Finance Officer, Chief Operations Officer, Head, Internal Audit 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 BWP1, 000,000.00 (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.
Board Strategy Committee
- To oversee the development of CEDA strategy and to provide guidance for the strategic planning process to ensure the strategic planning is developed and embedded in the Agency.
- To review and recommend to the Board, CEDA’s organizational strategy in line with Agency`s mandate and the expectations and interests of the shareholder.
- To review and make recommendations to the Board with regard to CEDA’s strategies relative to emerging concepts, technologies, trends and changing market requirements.
- To provide oversight on the implementation of key strategic initiatives and provide direction to management on the implementation of such initiatives.
- To monitor the management of strategic risks as identified by management to ensure the effective execution of the strategy.
- To ensure the implementation of continuous improvement initiatives and embed excellence in the delivery of the Agency`s strategy and mandate.
- Review and suggest modifications to the Agency strategy as proposed by CEO.
