Current & Relevant

Grounded in the King V Code on Corporate Governance (2025), the Retirement Funds Act 2022 (Act No. 38 of 2022), and Pfr10 — NBFIRA's Minimum Standards and Conduct of Board of Trustees (December 2024) — and informed by the IoDSA Guidance Note on the Application of King V to Retirement Funds (October 2025), this course reflects the governance framework Botswana retirement fund boards are required to operate within right now. Every learning unit is anchored to the instruments that Nbfira and the IoDSA are applying today.

Expert Guidance

Developed by Celagenix® governance specialists and presented by Martin J Louw, a governance, risk, and compliance practitioner with over two decades of experience in financial services, this course translates the King V framework into plain language that every Botswana trustee can understand and apply — without a legal or governance background as a prerequisite. The content reflects what boards across the region are genuinely grappling with as the 2025 Code takes hold and the Retirement Funds Act 2022 establishes the new mandatory governance framework.

Practical Application

Trustees and Principal Officers leave this course with an immediately usable governance toolkit: the four King V outcomes as a live decision-making lens, a precise understanding of the mandatory obligations the RFA 2022 and Pfr10 impose on every trustee personally, a practical framework for managing conflicts of interest correctly and on the record, and the specific obligations — from the 30-year minute retention standard to the 16-point annual board assessment framework — that define what disciplined governance looks like in a Botswana retirement fund.

About the Module

The Retirement Funds Act 2022 came into force on 14 October 2022. Pfr10 — NBFIRA's Minimum Standards and Conduct of Board of Trustees — was issued in December 2024. And King V took effect on 1 January 2026. Every Botswana retirement fund board is now expected to operate within all three frameworks simultaneously: to comply with the statutory floor the Retirement Funds Act 2022 and Pfr10 establish, to apply the King V governance standard its board has adopted, and to account for its conduct to NBFIRA, its members and beneficiaries, and its participating employers. This course is the foundation that makes those expectations achievable. Developed by Celagenix® and grounded in the King V Code on Corporate Governance (2025), the Retirement Funds Act 2022 (Act No. 38 of 2022), Pfr10 (NBFIRA/RS/RF/RUL010, issued under section 64 of the Act), and the IoDSA Guidance Note on the Application of King V to Retirement Funds (October 2025), this course builds a complete and coherent governance foundation across eight learning units. It begins where every trustee should: with King V itself — what it is, how it is structured around four governance outcomes and 13 principles, what the apply and explain mechanism demands, and why compliance alone is not governance. From that foundation, it moves into Botswana-specific territory: the Retirement Funds Act 2022 and Pfr10 as the mandatory layer that determines how a Botswana fund board must be constituted, how often it must meet, and who must pass a fit and proper assessment before taking their seat. The course is precise about what distinguishes the Botswana framework from South Africa's — separate statutes, a separate regulator, and a separate conduct standard — so that trustees who encounter King V in a regional context understand exactly which obligations are theirs. From that regulatory foundation, the course addresses what governance requires of each trustee personally. The fiduciary duty under Pfr10 section 4 is not discharged by attendance — it demands due care, diligence, and good faith at every meeting and cannot be delegated or dissolved by the board's collective resolution. The training obligation under Pfr10 section 7.2.3 applies within three months of appointment. Disqualification grounds under Pfr10 section 7.1.6.2 are specific, mandatory, and the board's responsibility to monitor. The course then turns to one of the most practically consequential areas of retirement fund governance: conflicts of interest. Three categories of conflict, the disclosure and recusal process they demand, the Code of Conduct requirement under Pfr10 section 7.2.1.2, and the governance record that makes a disclosed conflict a defensible outcome are all addressed directly. Two duties that are consistently misread in practice receive focused treatment: the obligation to assess independently rather than following a constituency bloc, and the Code of Conduct as a living commitment rather than an administrative sign-off on appointment day. The sixth and seventh learning units address collective board performance: the meeting frequency obligation under section 14(4)(iv) of the Retirement Funds Act 2022, the three cumulative quorum conditions that must be satisfied before any resolution is valid, the committee structure requirements under Pfr10 section 7.1.3, the 30-year minute retention obligation under Pfr10 section 7.1.4.3, and the annual board performance assessment framework under section 15(3) of the Act and Pfr10 section 7.2.5 — including the 16-point assessment scope, the sequential 30-day submission windows, and the remedial plan obligation where NBFIRA identifies deficiencies. The course closes with its most demanding unit: a capstone that uses the Private Security Sector Provident Fund enforcement case and the Government Employees Pension Fund governance disclosure practice as diagnostic anchors — placing trustees in the role of the assessor, applying the four King V outcomes to realistic Botswana retirement fund scenarios to distinguish good governance from compliance theatre.

Celagenix Academy Certificate Preview

Module Structure

⚫Module Code: MOD-RFG-F-BOTS001 ⚫Format: 1 course | 8 learning units | self-paced video learning ⚫Total duration: Approximately 120 minutes ⚫Delivery: Self-paced on the Celagenix® Academy ⚫Assessment: 3-4 scenario-based questions per unit | 3 attempts per assessment ⚫Passing score: 65% ⚫Certificate: Celagenix® Certificate of Awareness — Retirement Fund Governance | Module MOD-RFG-F-BOTS001 | Valid 12 months | Issued automatically on passing the assessment ⚫Completion window: 90 days from enrolment (corporate) | 12 months from enrolment (individual) ⚫Part of: King V Retirement Fund Governance Series

Curriculum

  1. 1

    COURSE OVERVIEW

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  2. 2

    1. What Is King V? The 2025 Code and Why It Matters

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    2. The King V Disclosure Framework: Apply and Explain in Practice

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    3. King V in the Botswana Retirement Fund Context

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    4. Where the RFA 2022 and King V Intersect

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    5. The Duties of a Trustee

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    6. Conflicts Of Interest

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    7. Board Effectiveness and Meeting Conduct

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    8. King V in Action: Good and Poor Governance in a Botswana Retirement Fund

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Who should do this Module

🟡Retirement fund trustees — whether elected by member constituencies or appointed by employers or fund sponsors — who are serving on a Botswana retirement fund board and need a structured, current understanding of the King V Code alongside the mandatory obligations the Retirement Funds Act 2022 and Pfr10 impose 🟡Principal Officers responsible for ensuring their board can articulate, apply, and account for its governance obligations to NBFIRA, to members and beneficiaries, and to participating employers 🟡Newly appointed trustees completing governance induction training within the three-month window required under Pfr10 section 7.2.3.1, before or shortly after attending their first board meeting 🟡Existing trustees who received King IV training and need to understand what King V retains, what it changes, and what the apply and explain mechanism now requires of them at every meeting 🟡Trustees with experience on South African retirement fund boards who are joining a Botswana board and need a precise understanding of how the Botswana regulatory framework — NBFIRA, the Retirement Funds Act 2022, and Pfr10 — differs from the South African environment 🟡Trustees and Principal Officers preparing for an NBFIRA engagement on governance maturity, board composition, trustee fit and proper obligations, or the annual board performance assessment under Pfr10 section 7.2.5 🟡Fund secretaries, governance advisers, and fund administrators who support Botswana retirement fund boards and need a structured, current reference on what the King V framework and the Retirement Funds Act 2022 require in this sector

Martin J Louw, Celagenix Academy Lead Instructor

Meet Your Instructor

Presented by MARTIN J LOUW, a seasoned expert in Strategy & Enablement at Celagenix® with a distinguished career spanning over two decades in financial services. Leveraging his role as a Lead Instructor, this micro-module embodies the practical insights gained from guiding boards, executives, and staff teams at Celagenix® Corporate in understanding and implementing corporate governance best practices.

Frequently Asked Questions

Q: Do I need any prior knowledge of King V or governance codes to complete this course? A: No. This course starts from first principles and assumes no prior governance knowledge. It is designed for any trustee or Principal Officer regardless of their background — including those completing formal governance training for the first time. The first learning unit introduces King V from the ground up, and each subsequent unit builds on the one before. A trustee with no prior exposure to King V or the Botswana regulatory framework can complete this course from start to finish and leave with a complete, working governance foundation. Q: How does the King V Code relate to the Retirement Funds Act 2022 and Pfr10? A: The Retirement Funds Act 2022 and Pfr10 are mandatory — they set the minimum legal requirements every Botswana retirement fund must meet. King V is voluntary: your board adopts it because it represents governance that goes beyond the minimum. Once adopted, King V's apply and explain mechanism becomes the standard your board is measured against. This course is precise about the distinction: what the law requires, and what good governance looks like above that floor. A board that meets every statutory requirement can still be poorly governed. King V provides the framework for asking whether your board is governing well, not just complying. Q: What is the difference between "apply and explain" and "apply or explain"? A: Apply and explain is the compliance mechanism for King V — and for King IV before it. Under apply and explain, every King V principle applies to your board without exception. The board's obligation is to apply each principle and then explain, in its governance disclosures, how it has done so. There is no opt-out. Apply or explain was the older King III approach, where an organisation could choose not to apply a provision and simply explain why. The or was the escape route. King IV removed it. King V retained that removal. Any governance statement or board report that uses apply or explain in the context of King V contains a factual error — and this course makes that distinction concrete and practical. Q: How is the Botswana framework different from South Africa's? A: The two frameworks are distinct at every level. The primary statute in Botswana is the Retirement Funds Act 2022 (Act No. 38 of 2022). In South Africa it is the Pension Funds Act 1956. Botswana's regulator is NBFIRA — the Non-Bank Financial Institutions Regulatory Authority. South Africa's financial sector regulator is the FSCA. The Botswana conduct standard is Pfr10, issued by NBFIRA in December 2024. South Africa's equivalent is Conduct Standard 4 of 2020, issued by the FSCA. These are separate statutes, separate regulators, and separate conduct standards. South African regulatory instruments have no application to a Botswana retirement fund. This course is built specifically for the Botswana context and makes these distinctions explicit throughout. Q: What practical tools or habits will I have after completing this course? A: Several that you can apply immediately. You will leave with the four King V governance outcomes — Ethical Culture, Performance and Value Creation, Conformance and Prudent Control, and Legitimacy — as a live decision-making lens for every board meeting. You will have a precise understanding of what the apply and explain mechanism requires in practice. You will have a clear framework for identifying and managing conflicts of interest under Pfr10 section 7.2.1.2, including the three-category test and the process for disclosure and recusal. You will know the quorum conditions under section 14(4) of the Retirement Funds Act 2022 and why validating them before every meeting is a non-negotiable governance act. And you will understand the 16-point annual board performance assessment scope under Pfr10 section 7.2.5 and the sequential 30-day submission windows it requires. Q: Why does the 30-year minute retention rule matter? A: Pfr10 section 7.1.4.3 requires approved minutes of board proceedings — including board resolutions and action logs — to be kept for at least 30 years in a secure location that is reasonably accessible to NBFIRA. This standard reflects something important about what retirement funds do: members contribute today and may not retire for decades. Decisions made at today's board meeting can be challenged long after the trustees who made them have moved on. The governance record is the evidence. A board that treats minute-keeping as a formality — or that applies a shorter commercial record retention standard — has misunderstood what it is accountable for. This course covers what the retention obligation requires and why it matters in practice. Q: What is the annual board performance assessment, and is it mandatory? A: Yes — it is mandatory under section 15(3) of the Retirement Funds Act 2022, which requires every board to carry out an annual assessment of its own performance. Pfr10 section 7.2.5 operationalises that obligation in detail. There are two tracks: an annual self-assessment and an independent assessment conducted by an external assessor every three years. The self-assessment must be completed within 30 days after the end of the financial year. The completed report must then be submitted to NBFIRA within a further 30 days. Pfr10 section 7.2.5.3 sets out a 16-point assessment framework that covers every dimension of what it means to govern a retirement fund well. Where NBFIRA identifies deficiencies, the board must implement and monitor a remedial plan. This course covers the full framework and the consequences of non-compliance. Q: How does the assessment work across the eight learning units? A: Each learning unit carries its own assessment of three scenario-based questions — real governance situations drawn directly from the unit content. The questions test application and judgement, not recall of definitions. You have three attempts per assessment, and the passing score throughout is 65%. The final unit — the capstone — presents the most demanding scenarios in the course, placing you in the role of the assessor against realistic Botswana retirement fund governance situations. If you engage fully with each unit's content, you will be well prepared. Q: How long is my certificate valid, and why does it need annual renewal? A: Your Celagenix® Certificate of Awareness is valid for 12 months from the date of issue. Governance frameworks and regulatory instruments evolve. Pfr10 itself was issued in December 2024 under a statute that commenced in October 2022. King V took effect on 1 January 2026. Annual renewal ensures your knowledge reflects the current standard. The Celagenix® Academy will notify you as your certificate approaches expiry. Q: Can I purchase this course on its own, or is it part of a bundle? A: This course is available as a standalone purchase and is complete as a standalone governance foundation for Botswana retirement fund trustees. It is also part of the King V Retirement Fund Governance Series on the Celagenix® Academy — a growing series of courses addressing the full scope of retirement fund governance obligations. At approximately 120 minutes of content across eight learning units, most learners complete the course comfortably within two to three focused sessions.

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