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Corporate Governance

Corporate Governance


Ownership of the Corporation
The Corporation is a parastatal body wholly owned by the Government of Botswana. The Water Utilities Corporation Act defines the raison d’etre for the Corporation as well as the limits within which it can operate, including the roles for the Minister of Minerals, Energy and Water Resources, the Board and the Executive Management.


The Board
The Board of the Corporation is appointed by the Minister of Minerals, Energy and Water Resources. When appointing the Board Members, the Minister takes into consideration their experience and ability to make meaningful contributions to the business of the Corporation. The present Board comprises a fair balance of skills, knowledge and experience to meet this objective.


The role of the Board is to determine corporate policy and provide strategic direction. In carrying out this mandate, it is expected to bring to bear the highest standards of ethical conduct and good governance, in line with both statutes and generally accepted practice. The composition of the Board at any one time does not exceed nine members, including the Chairman.


During the year under review, the following comprised the Board of the Water Utilities Corporation;


Mr. Matome Tsholetsa Malema (BOARD CHAIRMAN)
Qualifications: MBA (UCT Graduate School of Business,
 RSA) BEng (Hons) Mineral Process (Camborne School of Mines, UK)
Tenure: 2014- 2017
Dr. Obolokile Thothi Obakeng (VICE BOARD CHAIRMAN)
Qualifications: PhD Hydrology (University of Amsterdam),
MSc Water Resources Hydro-geology (International Institute
Aerospace Survey and Earth Sciences), BSc Geology (University of Botswana)
Tenure: 2010- 2014
Mr. Godfrey Molefe (BOARD MEMBER)
Qualifications: MSc Fiscal Studies (University of Bath), BCom Accounting
(University of Botswana), CIMA
Tenure: 2012- 2016
Mrs. Rachel Nekati (BOARD MEMBER)
Qualifications: BCom (University of Botswana), Slenderizing Therapist Diploma,
Nail Technician, Diploma in Events Management, Wedding Planner.
Tenure: 2012 – 2016
Mrs. Mercia Bonzo Makgalemele (BOARD MEMBER)
Qualifications: LLB (University of Botswana), Post Graduate Certificate
In Corporate Law and Securities (University of South Africa)
Tenure: 2012 – 2016
 Mr. Zuma Chengeta (BOARD MEMBER)
Qualifications: MSc Strategic Management (University of Derby, UK),
BSc Honours Mining Geology (Leicester University, UK),
Chartered Environmentalist (UK)
Tenure: 2012 – 2016
John Phatswe (BOARD MEMBER)  
Qualifications: Masters in environmental Planning (University of Nottingham, UK),
Masters of Commerce in Project Management (Cranefield College, RSA)
BA Environmental Science (University of Botswana)
Tenure: 2013 – 2017
Mr. Galeitsiwe Ramokapane (BOARD MEMBER)
Qualifications: BCom Human Resources Management & Industrial Relations
(Zimbabwe Open University) Diploma in Agriculture (University of Botswana)
Tenure: 2013 - 2017
Mr. Noble Katse (BOARD MEMBER)
Qualifications: MBA (University of Botswana)
BA Statistics (University of Botswana)
Tenure: 2013 - 2017

Registered Office
Water Utilities Corporation Head Office Sedibeng House, Plot 17530, Luthuli Road Industrial Site Gaborone


Independent Auditors
Deloitte & Touche


Board Meetings

The Board meets at least quarterly. It follows a structured approach of delegation, reporting and accountability. This includes reliance on three Board Committees to carry out delegated duties, namely the Audit, Tender and Permanent Executive Committees.

During the year under review, the Board convened four ordinary meetings and thirteen special meetings.

Members’ Declaration of Interest
Members declare their interest on an annual basis and at every meeting in relation to the matters before them for their decision.


Board Remuneration

Board remuneration rates are determined by the Government of Botswana. Fees for ex-officio members from Government Departments are paid directly to the Government. The applicable rates (per sitting) during this year were as follows;

Chairman                            P1050
Vice Chairman                  P 840
Member                              P 840


Board Committees


Audit Committee and Risk Committee


The Audit Committee comprised three members of the Board; G. Molefe, R Nekati and N. Katse. Its activities are governed by the Internal Audit Charter which has been approved by the Board. Its activities are governed by the Audit Charter which have been approved by the Board. The charter empowers the Audit Committee to provide its oversight responsibilities to the board for the financial reporting process; the system of internal controls, the audit process and Corporation’s process for monitoring compliance with the laws and regulations. The Committee also provides advice on Corporate Risk Management.  
 I addition, the Water Utilities Corporation has an Internal Audit Function charged with providing independent assurance to the Audit Committee on the existence of the effectiveness of internal controls , the efficiency and effectiveness of Governance processes and that the Corporation’s goals are met.

The committee is scheduled to meet at least four times annually, and during the reporting period it satisfied the requirements as it held its four scheduled meetings and two extra-ordinary meetings


Tender Committee

The Tender Committee comprises four members of the Board;

M. Makgalemele, G. Molefe, Z. Chengeta and J. Phatshwe. It is responsible for the implementation of the policies laid down for the procurement of works, goods and services by the Corporation. In carrying out this mandate, the Committee is expected to ensure that the principles of economy and efficiency prevail, including the need to encourage and support local businesses in the spirit of the Government local preference policy and citizen empowerment.
The Committee operates within the limits of the Corporation’s Tender Regulations and Procurement procedures. These procedures are revised from time to align them with best practice.
The Committee is scheduled to meet eight times per year, and in the year under review it met eight times.


Permanent Executive Committee

The Permanent Executive Committee comprises four members of the Board; R. Nekati, B. Makgalemele, J. Phatshwe and Z. Chengeta. It deals with policies relating to the management of human resources, including organisation structure, terms and conditions of service, remuneration, the appointment and dismissal of senior staff other than those appointed by the Board, pensions and any other matters delegated to it by the Board.
 The Committee meets at least quarterly. During the year under review it met four times.

Reporting to the Botswana Government

 The Board of the Corporation also reports to the Minister of Minerals, Energy and Water Resources regularly on proceedings at Board meetings. An update is presented to the Minister after each Board meeting, in addition to continuous consultative meetings as deemed necessary. Management also sends quarterly reports on the Corporations progress to the Office of the President.


Going Concern

The financial statements for the year ending 31st March 2014 have been prepared on a going concern basis. The Board is satisfied with the available financial resource, future performance projections and the continued support from the Government of Botswana. The Corporation will continue to operate into the foreseeable future.

Statutory Reporting Requirements

The Water Utilities Corporation Act requires that all Corporation business be conducted along sound commercial lines and that a reasonable return is generated on the equity provided by the Government of Botswana. The Act further requires that the Audited Financial Statements be presented to the Minister by 30th September of each year.

 The Board is satisfied that the Corporation has complied with this and other statutory requirements for the year ended 31st March 2014.
 A statement by the Board members on their responsibility for the maintenance of adequate accounting records, the preparation and integrity of the financial statements and related information is detailed on page 48 of this Report.

 Ministerial Directives

There were no Ministerial Directives during the year.Executive Management
The management and daily running of the Corporation is the responsibility of the Chief Executive with the assistance of the Corporate Management Team (CMT). The role of the CMT, with the help of Section Heads, is to implement the strategic direction and objectives as set out by the Board within the confines of the corporate vision, mission and values.