Water Utilities Corporation

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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;


Mrs. Nozipho Mabe
Chairman Bank of Botswana

 

Mr. Thari Ntshole
Vice Chairman Kgalagadi Breweries

 

Mr. Fred Jansen
Member Debswana

 

Mr. Gerald Ndlovu
Member BCL Limited

 

Mr. Vincent Bagopi
Member Department of Water Affairs

 

Mr. Molatlhegi Modise
Member Ministry of Agriculture

 

Mr Gabriel Komboni
Member Phumaphi, Chakalisa and Company

 

Mrs Rachel Nekati
Member The Wellness Parlour

 

Mr. Godfrey Molefe
Member Botswana Power Corporation

 

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

 

Independent Auditors
Pricewaterhouse Coopers

 

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.

 

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;

 

Chairmen of the Committees are also remunerated at P1 050.

 

Board Committees

 

Audit Committee
The Audit Committee comprises three members of the Board. Its activities are governed by the Internal Audit Charter which has been approved by the Board and empowers the Committee primarily to assist the Board carry out its duties based on the Corporation’s accounting policies, internal controls and accepted financial practices.

 

The Committee provides assurance to the Board on matters relating to compliance with the corporate policy, laws and regulations, and the ethical conduct of daily business operations. It reviews budgets and the annual financial reports with Management before consideration and approval by the Board. The Committee also provides advice on corporate risk management.
The Committee met three out of the possible four times during the review period.

 

Tender Committee
The Tender Committee comprises four members of the Board and 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 time with due regard to inflation trends, expediency, the empowerment of the Executive Management and the Committee itself. 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. 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.

 

Going Concern
The financial statements for the year ending 31st March 2009 have been prepared on a going concern basis. The Board is satisfied with the available financial resources and the future performance projections. 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 2009.

 

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 32 of this Report.

 

Ministerial Directives
During the year under review, the Corporation was mandated by the Minister of Minerals, Energy and Water Resources to takeover potable water supply delivery and wastewater management in the country from the Department of Water Affairs and Local Authorities, respectively. The exercises are to be complete by 2012 and 2014, respectively.

 

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.