Addressing the Governance Implementation Gap in Zambia's National Road Fund Act, Cap 381

Abstract

This thesis examines the governance implementation gap in the National Road Fund Act, Cap. 381 of the Laws of Zambia, to the requirements outlined by the National Corporate Governance Code 2026. Although the National Road Fund Agency's governance structures generally conform to the Code, the study finds that implementation is primarily procedural rather than substantive, limiting the achievement of effective accountability, transparency, and institutional integrity. The research employs a doctrinal and analytical methodology, drawing on primary legal sources such as the National Road Fund Act, Cap. 381, the National Corporate Governance Code 2026, the State-Owned Enterprises Act No. 1 of 2026, relevant case law, and current scholarly literature on corporate governance, board independence, and statutory fund accountability. A critical analysis of the present legislative framework reveals substantial statutory inadequacies that contribute to the governance implementation gap. These include a lack of mandatory provisions for board independence, competency requirements, ethical standards, and conflict-of-interest management; broad ministerial powers that undermine board autonomy; and insufficient statutory requirements for governance reporting, stakeholder engagement, and non-financial accountability. The thesis contends that effective governance cannot be achieved just through policy instruments, but rather through legislative change that incorporates good governance concepts into the statutory framework. It therefore proposes targeted amendments to the National Road Fund Act, including provisions on board composition and ethical governance, clearer limitations on ministerial oversight to safeguard institutional independence, and mandatory governance reporting in conjunction with structured stakeholder participation. The study concludes that enhancing the legislative framework controlling the National Road Fund Agency is critical for addressing the governance implementation gap. The proposed reforms link the Act with the National Corporate Governance Code 2026, providing a practical legislative framework for improving transparency, accountability, institutional effectiveness, and public trust in Zambia's road fund administration.