Our Governance

Leadership, ethics and corporate citizenship

Leadership, ethics and corporate citizenship

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The Board should exemplify integrity and possess the competence to lead both ethically and effectively, collaborating with management to help us achieve our strategic objectives.

Leadership roles and functions

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Independent oversight by the Board is crucial for achieving strong performance and effective control, with clear distinctions outlined between the roles of Directors and management. The Chairperson’s role is kept separate and distinct from that of the MD. This separation of responsibilities ensures that no individual has unchecked decision-making authority and maintains an appropriate balance of power and authority within the Board.

Two members of the executive management team—the MD and the deputy MD—serve on the Board to ensure the Fund is managed effectively.

See composition of our Board

Overall Board effectiveness

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The Board is committed to ongoing improvement and regularly assesses its performance. In line with the Board Charter, the Board of Directors will review how well it, its committees, and individual members are doing in fulfilling their responsibilities, consistent with best practices in corporate governance. The performance evaluations include both internal peer reviews and assessments facilitated by external parties.

During the FY24 period, the evaluation was carried out by the Institute of Corporate Governance Uganda (ICGU), while the Board Chairperson and Committee Chairpersons conducted internal performance reviews. The resulting evaluation report emphasised the Fund's strong governance framework, effective communication, visionary leadership from the Board, and a solid grasp of the Fund's vision, mission, and values, along with effective meeting management practices.

In response to the evaluation outcomes, the Board established a Code of Ethics that year, along with a policy to handle any violations. There was also a productive meeting between the Internal Auditor and the Audit and Risk Assurance Committee, which took place without management present.


Recommendation

Succession planning should be reviewed periodically and should provide both succession in emergency situations and succession over the long term.


Status as at end FY24

Management periodically updates the succession plan which is reviewed by the Board to ensure that there is no critical leadership gap within the Fund.


Status as at end FY25

Succession plan for staff is periodically updated and implemented.


Recommendation

The Board to institute a Code of Ethics and policy to address violation of the code.


Status as at end FY24

Completed.


Status as at end FY25

Embedded in the Board Charter.


Recommendation

Periodic evaluation at least twice in a Board tenure and addressing shortfalls identified.


Status as at end FY24

Evaluations will be undertaken at least once every year.


Status as at end FY25

Recommendations of the previous Board were implemented.


Recommendation

There is need for a solid meeting between the Internal Auditor and the Audit and Risk Assurance Committee without management.


Status as at end FY24

Implemented.


Status as at end FY25

Meetings were held between the Head of Audit and the Audit and Risk Assurance Committee.


Recommendation

Need for a Governance and Nominations Committee.


Status as at end FY24

Discussions are still ongoing regarding the establishment of an independent Governance Committee to oversee succession planning of the Board and ESG issues.


Status as at end FY25

SACA and IPMC committees have oversight on the succession planning and ESG issues respectively.

40 YEARS OF BUILDING THE FUTURE: POWERING GROWTH, EMPOWERING GENERATIONS