Republic of Namibia

Ministry of Public Enterprises

(MPE)
Table of Content

• Purpose
• Background
• Mission, Vision and Values
• Functions of the Ministry
• Summary of PEGA Requirements
• Board of Directors Remuneration
• CEO and Senior Management Remuneration
• Directives and Guidelines
Purpose

• To provide a background on the Ministry of Public Enterprises

(MPE) and our purpose and statutory requirements.

Value to the listener

• You will obtain a better understanding of the MPE and your
statutory obligation.
Background

• MPE established on 21 March 2015 by HE President Dr. Hage Geingob.

• Main objective: Reform of Public Enterprises (“PEs”).
• 2006 State Owned Enterprises Governance Act provided for a decentralized model of
ownership and governance for PEs.
• During the tenure of State Owned Enterprises Governance Council (SOEGC) a number
of “owners” or supervisors were issuing PEs guidelines, policy directives and
operational level instructions.
• Multiplicity of owners presented too many layers of authority resulting in blurred
communication and accountability lines.
• The layers in question were:
 Cabinet
 SOEGC and its Secretariat
 Portfolio Ministers
 Boards of Directors and the Management/Executives of PEs.
• Based on comparative studies, analyses and benchmarking MPE concluded that the
dual governance structure for PEs was unsustainable, inadequate and too
cumbersome.
• On 19 July 2016, Cabinet approved the Hybrid Governance Model for Namibian Public
Enterprises.
 Mission, Vision & Values Statements

To provide principled leadership and create a

conducive environment for Public Enterprises to
Mission contribute to socio-economic development.

Public Enterprises are positioned as key contributors

Vision towards sustainable development of Namibia

Ethical Leadership, Harambee (“Pulling together”)

Values
Creativity, Innovation & Agility
Functions of the Ministry
• To establish generally accepted common principles of corporate
governance and good practice governing State-owned enterprises;

• To develop common policy frameworks for the operations of State-owned

enterprises, including policy on issues relating to human resources, assets
and finance;

• To provide directives on governance and performance agreements to be

entered into between the portfolio Minister and the Board.

• To provide directives on performance agreements to be entered into

between the board of the PE and its Chief Executive Officer and other
Senior management staff.
Functions of the Ministry(continued)

• Review business plans, annual financial statements and annual

budgets.

• Responsible for the Board of directors recruitment and appointment

guidelines.

• Responsible for the restructuring plans of PE’s.

• Create and Monitor framework for policy and procedure development

on human resources, assets and financing for PE’s.
Summary of PEGA Requirements

PE Governance Act (No 2 of 2016) requirements :

1. Governance Agreement (sec17)

2. Performance Agreements: Board Member (sec18)

3. Performance Agreements: CEO and senior management staff
(sec21)
4. Business and Financial Plan (sec19)

5. Annual Budget (sec20)

6. Remuneration of Boards, CEO and Senior Staff (sec22)

7. Annual Report (sec26)

Board of Directors Fee in accordance with the State-owned Enterprises
Governance Act (Act No.2 of 2006) 2010

Board Members and Non-Executive Directors Remuneration Guidelines

Board of Directors Audit Committee Other Sub Committee
Non Executive Non Executive Non Executive Non Executive Non Executive Non Executive
Size of PE
Chairperson Director Chairperson Director Chairperson Director
Annual Retainer Fee N$

Tier 3 104,125.66 85,058.12 50,588.21 32,631.90 50,588.21 32,631.90

Tier 2 70,355.36 57,471.60 33,725.47 25,694.17 33,725.47 25,694.17

Tier 1 42,128.99 34,414.22 22,187.95 17,479.48 22,187.95 17,479.48

Sitting allowance per annum (assuming four meetings per annum) N$
Non Executive Non Executive Non Executive Non Executive Non Executive Non Executive
Chairperson Director Chairperson Director Chairperson Director
Tier 3 57,490.61 32,511.00 27,913.92 19,049.88 27,913.92 19,049.88

Tier 2 39,648.42 25,008.15 18,486.11 12,370.26 18,486.11 12,370.26

Tier 1 24,936.15 16,345.16 11,481.82 8,531.22 11,481.82 8,531.22

Principles on Board of Directors Remuneration fees

“Annual Retainer fee”: Is paid to retain the skills and services of a Board member for a fixed
period and to compensate for adhoc meetings. The retainer fee is only paid to Board of Directors.

“Annual Sitting allowance”: Refers to the fees paid to a Board Member for the participation
and attendance of a Board or Board Committee meeting. This fees shall also be paid to co-opted
members.

“Tax”: Revised definition as per Income Tax Amendment Act No. 13, of 2015 “Remuneration is
defined as any amount of income which is paid or payable to any person by way of any salary,
leave pay, allowance, wages, overtime pay, bonus, gratuity, commission, emoluments, fee,
pension, superannuation allowance, retiring, allowance or stipend, whether in cash or otherwise
and whether or not in respect of services rendered”. The Annual retainer and sitting
allowance is taxable pending on your tax bracket (18%, 25%, 28%, 30%, 32%,
37%).

Board of Directors S & T allowances: Is subjected to the Company S & T Policy.

Current Remuneration Guideline as State-owned Enterprises
Governance Act,2006 (Act No.2 of 2006) No 174, as amended 16 April
2018 (No 6572).

Remuneration: Chief Executive Officers

Bands for total guaranteed pay per annum inclusive of an annual inflation rate and excluding
performance and incentive based pay in Namibian Dollars

Size of Public
Lower Quartile Median Upper Quartile 90th Percentile
Enterprise

Tier 3 964,138.79 1,335,889.92 1,707,641.05 2,082,306.78

Tier 2 613,675.63 844,345.85 1,075,016.07 1,341,081.33

Tier 1 545,018.36 724,063.85 903,109.35 1,091,415.57

Current Remuneration Guideline as State-owned Enterprises
Governance Act,2006 (ActNo.2 of 2006) No 174, as amended 31 Dec
2014 (No 261).

Remuneration: Senior Management

Bands for total guaranteed pay per annum inclusive of annual inflation rate and excluding
performance and incentive based pay in Namibian Dollars

Size of Public
Lower Quartile Median Upper Quartile 90th Percentile
Enterprise

Tier 3 605,681.01 801,533.95 1,024,584.63 1,249,384.07

Tier 2 505,842.69 669,072.83 832,302.98 1,004,796.55

Tier 1 370,120.28 478,682.04 587,243.80 722,422.82

THANK YOU

Questions