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Corporate Governance

Motor Vehicle Accident Fund subscribes to the pillars of corporate governance as enshrined in King 111 Report. In discharging its mandate, the Fund has to ensure that it carries out its operations with integrity and in accordance to the Motor Vehicle Accident Fund Act 2007 and also to comply with the relevant Laws of Botswana.

All Board members are suitably experienced and have a clear understanding of their role in corporate governance. The Board members are independent from management and their role is to bring objectivity and independent judgment to board deliberations and decisions.

The Fund in addition complies with the relevant International Financial Reporting Standards in the preparation of its financial statements, which requires that the information contained in the financial statements is transparent, complete, relevant and reliable.

THE MVA FUND BOARD

The Board of the Motor Vehicle Accident Fund is appointed by the Minister of Finance and Development Planning in accordance with Section 6(1) of the Motor Vehicle Accident Fund Act 2007 for tenure of three years. The Board members are eligible for re-appointment at the end of their three years tenure.

In accordance with Section 19(2) the Minister of Finance and Development Planning presents, on an annual basis, presents before the National Assembly the Fund’s annual reports detailing the financial and operational performance of the Fund.

The Board comprises eight non-executives drawn from different professions to ensure the balance of expertise in order to give the Fund strategic direction. The membership of the Board is in accordance with the Motor Vehicle Accident Fund Act. The Board comprises of the following professionals:

•    A health practitioner
•    An investment specialist
•    A road accident reconstruction or road prevention skilled or a specialist from the motor vehicle accident compensation field.
•    An attorney or advocate
•    A member of Road Safety Committee provided that such a member shall not be an employee of the Fund
•    The Minister shall appoint other three persons holding such qualifications and possessing such skills and experience as may be considered appropriate for the proper functioning of the Board.

The Chairperson of the Board is appointed by the Minister from amongst the eight members.


DELEGATION

The Board maintains clear guidelines and policies of the collective responsibilities of the Board and those of the Management in line with delegated authority.

The Board delegates the day- to -day management of the Fund to the Chief Executive Officer who is responsible to ensure that the Fund meets its strategic objectives, manages its exposure to risk and ensures that there are adequate and effective systems of internal control.

The day-to-day operations of the Fund are managed by Executive Management under the leadership of the Chief Executive Officer.

BOARD MEETINGS

The Board has a formal schedule of meetings which are determined at the beginning of each financial year to assist in planning for the activities of the Fund.

The Board meets at least quarterly to consider matters brought to its attention which includes among other things; the approval of the Fund’s strategy, investments in major capital projects and adoption of any significant changes in accounting policies and practices. The quorum at any meeting shall consist of any four members of the Board and all decisions of the Board shall be passed by simple majority of the members present thereat, which the Chairperson having a casting vote.  The Board in addition meets twice a year to approve both the Audited Financial Statements and the Fund’s Annual Budget.

The Chief Executive Officer makes presentations at these meetings with the assistance of senior management who attend the Board meetings by invitation.

Board Remuneration

The remuneration of Board members is in accordance with the Government of Botswana rates. The Board fees for government officials are paid directly to their respective departments while those of non-government officials are paid directly to them.

BOARD SUB- COMMITTEES
 
The Board has appointed a number of special board sub-committees to assist in the discharge of its fiduciary duties.

Finance and Audit Committee

The Finance and Audit Committee consists of three non-executive members who elect a chairman among themselves. The Chief Executive Officer, General Manager Corporate Services, Finance Manager, Internal Audit Manager and the external auditors attend the meetings by invitation. The Committee meets at least bi-annually.

The mandate of the committee is to provide assurance to the Board on matters relating to compliance with the MVA Fund Act, relevant laws and regulations and ethical business conduct. The responsibilities of the committee are to:

•    Approve the annual financial statements of the Fund
•    Approve the capital , operating and manpower budgets
•    Recommend to the Board the appointment of external auditors
•    Meet with the external auditors and ensure that there are no unresolved issues
•    Review the effectiveness of the internal controls
•    Oversee the Internal Audit function
•    Monitor financial reporting against standards of best practices
•    Monitor compliance with relevant legislation.
•    Oversight responsibility for the Fund’s risk management process

 The Committee receives reports from the Fund’s internal and external auditors for its consideration. Both the Internal and External Auditors have unrestricted access to the Finance and Audit Committee.

Board Tender Committee

The Board Tender Committee is established in accordance to the Tender Regulations and Procurement Procedure and is made up of three -non executive members  and the Chief Executive Officer. The Committee is chaired by a non- executive member and has the Financial Accountant as the Committee Secretary.

The Committee’s mandate is to ensure that there is order, transparency and fairness in the evaluation and award of tenders. The committee meets four times a year, unless there are pressing issues which necessitate a meeting.

Members of the Committee are required to declare any personal interests with the Secretary before the start of each meeting. This allows the committee to guard against any conflicts of interest by way of recusals.

The Board Tender Committee shall report to the Board of Directors matters that needs ratification and or approval by the Board.

The duties of the Board Tender Committee includes but are not restricted to the following:

•    Ensuring compliance with Tender Rules and Regulations.
•    Approval and authorization of tenders in accordance with Tender Rules and Regulations including approval of a list of potential tenders to be pre-qualified for selective tenders.
•    Ensuring that high standards are maintained in the award of tenders.
•    Authorizing, approving or awarding tenders within the applicable limits defined in the rules.
•    Considering and approving any variations to the scope and conditions of the contracts or   service agreements previously approved by the Tender Committee including extensions, assignment and subletting.
•    Considering and approving the extension of running contracts in accordance with authority limits.

The Committee meets as and when there are issues for consideration.

Investment Committee

The Investment Committee consists of three non-executive directors; the chairman of the committee is selected from the members. The Chief Executive Officer, General Manager Corporate Services, Investment Manager and Senior Accountant Investments attend the Investment Committee meetings by invitation.

The committee is responsible for the formulation and review of the investment policy, the appointment of external asset managers, reporting on the performance of the Fund’s investments and to ensure that the Fund’s investments are in accordance with the Investment Policy.         

INTERNAL CONTROLS

The Board is responsible for ensuring that the Fund has a system of internal controls that provide reasonable assurance against material misstatement and loss of assets.

Internal controls relate to policies and procedures designed and implemented by Management to assist in the prevention and detection of fraud and errors. Prudent prevention and detection of fraud and errors will enable the Fund to safeguard assets against losses. Elimination of errors will result in accurate and reliable financial statements.

The Fund has an Internal Audit department which ensures independent and objective evaluation of the system of internal controls for adequacy, efficiency and effectiveness. The department also evaluates the risk management and corporate governance processes.
 
The Internal Audit function reports to the Finance and Audit Committee. The Internal Audit Manager has unrestricted access to the Chairperson of the Board and the Finance and Audit Committee.


EXTERNAL AUDIT

In compliance with the MVA Fund Act and in accordance with best practices, the Fund is subjected to an annual independent external audit. The external auditors express an independent opinion on the truth and fairness accuracy of the financial statements and their related disclosures. The external auditors’ report their findings to the Finance and Audit Committee, which ensures that all material discoveries are addressed.

CODE OF CONDUCT

MVA Fund is committed to maintaining the highest standard of conduct in its dealing with claimants, stakeholders, suppliers, the general public and between fellow employees.

The Fund expects its employees to conduct themselves in a manner which preserves the good name of the Fund at all times. Employees must act with propriety and highest degree of integrity in their dealings and interaction with claimants and members of the public.
 
The Fund has the right to take action and impose penalties in the event of infringement of the code of conduct, general conditions of employment, of management instructions in force from time to time, and for any other activities of misconduct which in the opinion of the Fund, are likely to bring discredit to the Fund.

PENSION FUND

The Fund maintains a defined contribution plan for its pensionable employees through a privately administered fund. The Board of Trustees, comprising Management and employees’ selected representatives, oversees the running of the Pension Fund and makes decisions based on the recommendations if the Pension Fund managers.
 

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