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Sunday 18 August 2019
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NSFAF justifies 15 board meetings in 2017

The Namibian Student Financial Aid Fund(NSFAF) has justified why the company’s board members had to meet 15 times between April 2017 and December 2017, saying “the governance challenges facing NSFAF justifies the number of meetings”.
The Patriot last week reported that board members raked in at least N$600 000 for the board meetings held between 5 April 2017 to 6 December 2017.
NSFAF’s company secretary Fillemon Wise Immanuel said the board only met 12 times, contrary to what is indicated in official document seen by this publication.

 
“The board did not meet 15 times, but 12 times as I indicated above and the magnitude of the governance challenges facing the NSFAF justifies this number of meetings. It is really trivial, if not a product of emotions or biasness to concentrate on the number of Board meetings held, while overlooking the seriousness of the governance challenges at the institution and the negative publicity about the NSFAF, never mind the selectivity in most instances, that dominate the media fraternity over a period of time,” said Immanuel.
According to the company secretary: “As you may be aware, your newspaper has written on various occasions, NSFAF has been going through a test of time, without an everlasting solution coming its way. The prevailing state of affairs, necessitated the Board to sit as necessary as was required in order to attend to serious governance issues, some of which the public is privy to, and as a result as of today 07 December 2017, board has had 12 meetings between 01 April – 06 December 2017. If the question is whether such meetings were justified, from an internal perspective and the pinnacle where the truth is sitting, I would say YES in capital letter, under the circumstances.”
The chairperson is entitled to claim N$10 580 for chairing a meeting while other board directors claim N$5 983. NSFAF sources allege the board members also claim full sitting fees for board continuation meetings. Further claims allege that the special board meetings were a mere smokescreen to milk the company from its already-depleted financial resources.

 
Immanuel responded to this by saying: “Something is special when it does not fall under the ordinary. The directive issued in terms of the Public Enterprises Governance Act, assume the four (4) ordinary board meetings. It (directive/PEG Act) does however not prevent any board of the Public Enterprise from having more than four meetings, should there be reasons justifying such. This is also well in resonance with the central genre of NAMCODE, “APPLY or EXPLAIN”, which require corporate entities to apply prescribed corporate governance principles/directives and where such is impossible to explain by providing reasons and justifications. These reasons in the case of the NSFAF are public knowledge.”
With Immanuel claiming that the board only had 12 meetings this year, it would thus mean that the board chair Patty Karuaihe-Martin raked in N$126 960 during 2017. The ordinary board members would then have raked in a combined N$358 980 collectively.
Records seen by this publication detailing the frequency of the questionable board meetings indicate that only three of the 15 meetings were ordinary board meetings while 8 were special meetings. The remaining four were board continuation meetings.
Immanuel confirmed that board members get a full sitting fee for all meetings-whether it is a continuation or not.

 
“NSFAF Board fees are paid in accordance with the Board Remuneration Policy, which provides for clear grounds upon which such fees are paid. I do not know whether your question implies that if members spent to two days considering substantive agenda items, they should only be paid for one day while they actually sat for two days. If this is the implication of your question, it does not make sense, because each day that a member attend a meeting whether ordinary or extra-ordinary (afresh or in a form of a continuation), s/he invests his/her time in the advancement of the institutional business, hence prejudice aside, such a member is entitled to remuneration in lieu of his time and services,” he said.
NSFAF’s remuneration policy makes provision for the directors to receive an annual retainer fee of N$76 649 for the chairperson and N$62 613 for the other directors.  The policy makes further provision for the fund to buy iPads for the directors if such undertaking would aid them to execute their mandate.

 
Karuaihe-Martin, Mbushaandje Ntinda, Frans Gertze, Timoteus Angala, Liezl Van Wyk and Albertina Nanghela currently serve on the NSFAF board. For every meeting attended by a board member that is outside town of his/her ordinary residence, that member is entitled claim an additional sum of N$2450 for traveling time.
Nanghela does not receive board fees as she represents government on the board. She works for the Ministry of Finance.




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