Governance Framework for a State-Linked Development Finance Institution

A Namibian development finance institution headquartered in Windhoek, providing loan and equity financing to SMEs across the country, with a board that had flagged governance gaps in three consecutive annual reports.

The entity had grown rapidly but its governance infrastructure had not kept pace. There was no documented risk management framework, the board's audit and risk committee had no terms of reference, conflicts of interest were managed informally, and there was no internal controls policy that management or staff could reference. The board had received a recommendation from the Auditor-General's office to address these gaps and needed an independent advisor to design and implement the framework.

We designed a comprehensive governance framework aligned to Namibian company law, the Public Enterprises Governance Act, and international best practice for development finance institutions. This covered the board charter and committee terms of reference, a risk management policy and risk register, a conflicts of interest policy and register, a delegation of authority framework, and an internal controls manual covering the institution's loan origination and credit assessment processes. We facilitated a board workshop to walk the directors through the framework and their responsibilities under it.

Full governance framework adopted by the board. Board committee terms of reference signed off. Risk register populated and reviewed at the first post-implementation board meeting. The Auditor-General's recommendation was addressed and formally closed at the next review cycle. The institution has engaged us on a retainer to review and update the framework annually.