Corporate Governance
Nepal Development Fund (NDF) is a commercial investment company governed by the provisions of the Company’s Act and Non-Resident Nepali Act and Public-Private Partnership and Investment Act.
Governance Framework
As NDF is a public limited entity, we have adopted and are committed to good corporate governance and best practices. These policies guide our corporate activity and are embedded in our business and the decisions we make.
The board is committed to the creation of long-term sustainable value for the benefit of our shareholders and the wider stakeholders. Our governance framework emphasizes substance over form, long-term over short-term, and puts the institution over self. It provides for accountability and a robust balance between empowerment and compliance. Our board and management ensure full compliance with rules and regulations in our investments and operations. The fund is committed to the highest standards of governance.
Our corporate governance policy is a combination of the Securities Board of Nepal (SEBON) guidelines on public companies and our existing governance frameworks that provide detailed governance principles reserved for the board. These matters are strictly reserved to ensure the directors can demonstrate sound and competent understanding and execution of their statutory duties (including oversight of the management of relationships and engagement with stakeholders on their behalf) in accordance with applicable legislation. The board understands its primary duties under the Company Act and broader regulatory responsibilities, e.g., Anti-Money Laundering, Consumer Protection Act, The Foreign Investment and Technology Transfer Act. The fund’s governance policies are in place to support these primary duties and broader regulatory requirements.
Commercial Discipline
We manage our portfolio as an active investor and asset owner, with full commercial discretion and flexibility under the guidance of our board. To ensure effective governance, the board has structured its governance framework. The board has established committees to assist it in exercising its authority. The permanent committees of the board are the Audit and Remuneration Committee and Investment Committee. Each committee has terms of reference under which authority is delegated by the board.
The company has composed a board with the right balance of skills, backgrounds, experience, and the knowledge required to complement the promotion of the long-term success of the company and to identify the impacts of the board’s decisions on their stakeholders, both in the short-term and the long-term. Individual directors are well- suited in their capacities to make valuable contributions that are aligned to the company’s activities.
Our Board’s Responsibilities
Our board is responsible for the overall business of the company. It is the primary decision-making body for all material matters affecting the company. It provides leadership and guidance, sets our strategic direction, and provides policy directions to our management. The board is ultimately responsible for organizing and directing the affairs of the company in a manner most likely to promote the success of the company for the benefit of its investors, while complying with legal and regulatory frameworks.
Our Board is accountable for ensuring the following:
The long-term success of the company, encompassing interests of all stakeholders.
Effectiveness and reporting on our system of governance, including retaining oversight of its delegated responsibilities.
Performance and proper conduct of the business and ensuring a positive work culture in the company.
The board is scheduled to meet at least once in two months and additional meetings may be held as and when required. The board has reserved the following matters for its decision:
- Overall long-term strategic objectives
- Annual budget
- Annual audited statutory accounts
- Major investment and divestment proposals
- Major funding proposals
The CEO, as the head of the executive management team, is responsible for developing and implementing strategy within NDF’s operations and for the day-to-day management of the business; the CEO cascades this responsibility through the group. The CEO has been empowered by the board to handle all business activities up to a designated level of authorization and report to the board for guidance, support and approval as needed.
In accordance with the corporate governance policy, principal decisions are delegated to the executive management team. In making its decisions, the executive management team is required to consider the outcome of any stakeholder impact assessment that has been undertaken. The executive management team reports to the board as part of the wider risk management and internal controls, allowing the board to demonstrate its oversight of the delegated responsibilities.