Governance

Banner (c) Bank of Uganda

THE FULL BOARD

BOARD OF DIRECTORS

  1. REGULATORY FRAMEWORK

The Bank of Uganda derives its mandate from Article 161 (1) of the Constitution of the Republic of Uganda, 1995, and from the Bank of Uganda Act (Chapter 51, Laws of Uganda). Article 162 of the Constitution and Section 4 of the Bank of Uganda Act (Chapter 51, Laws of Uganda) spell out the Bank’s functions.

  1. BOARD STRUCTURE AND COMPOSITION:

Article 161 [2] of the Constitution 1995, vests the authority of Bank of Uganda in the Board of Directors.  The BoU Board is a unitary or one-tier Board with the ultimate responsibility for the management, general affairs, direction, performance and long- term success of the Bank. The Board of Directors, the governing body of the Bank consists of:

  1. The Governor, who shall be the Chairperson.
  2. The Deputy Governor who shall be the Deputy Chairperson.
  3. Five other Directors.
  1. APPOINTMENT

Board members are appointed by the President with the approval of Parliament. The composition of the Board must be such to enable them to discharge their responsibilities and provide effective leadership to the Bank [CAP.51].

The Board shall include a balance of Executives and Non-Executive Directors [NEDs] who are expected to be independent, such that no individual or group of individual interests can dominate its decision taking [CAP.51].

Non-Executive Directors are chosen for their ability to contribute to the governance and strategic development of the Bank.  The Executive and Non- Executive Directors are members of the same body and share the overall collective responsibility for the direction of the Bank.

The Executive Directors have additional responsibilities for the daily operation of the Bank business as determined by the Board.

  1. TERM OF OFFICE: 
  1. A member of the Board shall hold office for a term of five [5] years, but shall be eligible for reappointment

        2.The office of the Governor and Deputy Governor are public offices.

  1. ROLES AND RESPONSIBILITIES OF THE BOARD:

5.1.      The Role and Functions of the Board:

The Board of Directors shall exercise all the powers of the Bank subject only to the limitations contained in the Constitution of the Republic of Uganda, 1995, and the Bank of Uganda Act [Chapter 51, Laws of Uganda].

The Board shall fulfil the following collective responsibilities:

  1. Provide entrepreneurial leadership for the Bank within a framework of prudent and effective risk management.
  2. Set the Bank’s strategic goals.
  3. Exercise integrity and sound judgement in directing the Bank so as to achieve its Mission and strategic objectives and to act in the best interest of the Bank while respecting the principles of transparency and accountability.
  4. Provide direction for management and create a high-performance culture.
  5. Make sure that the necessary financial and human resources are in place for the Bank to meet its mission and objectives.
  6. Review and approve the corporate strategy, budgets and business plans, set objectives and monitor performance and provide oversight of major capital expenditures.
  7. Oversee the integrity of the Bank’s accounting and financial reporting systems, and the effectiveness and adequacy of the Risk management and internal control systems.
  8. Set the Bank’s values and standards.
  9. Conduct itself ethically and promote throughout the Bank behaviour that is consistent with the culture and values of a high performing organisation.
  10. Ensure that the Bank’s obligations to its shareholder are understood and met.
  11. Ensure that the Bank complies with all relevant laws, regulations and codes of best business practice.
  12. Ensure that the Bank communicates with the shareholder and other stakeholders effectively.
  13. Ensure annually that the Bank will survive, thrive and continue as a viable going concern.

5.2       Duties and Powers of the Board:

The Board, in accordance with the 1995 Constitution of the Republic of Uganda and Section 10 of the BoU Act shall:

  1. Be responsible for the general management of the affairs of the Bank.
  2. Ensure the functioning of the Bank and the implementation of its functions.
  3. Formulate the policies of the Bank.
  4. Do anything required to be done by the Bank under the Constitution and the Act.
  5. Do anything that is within, or incidental to, the functions of the Bank.

 5.3     Board Committees

To achieve effectiveness and focus in discharging its functions, the Board delegates some of its responsibilities to the Board Committees. The Committees operate within defined terms of reference as laid down in the Board Charter. The Board Committees make recommendations to the Board.

Non-Executive Directors chair the Board Committees, and the Bank Secretary is Secretary to all Committees. All Committees meet quarterly and convene Ad hoc or special meetings as necessary. The membership of Board Committees is the Deputy Governor and four NEDS.

  1. The Human Resources and Remuneration Committee of the Board (HRRCB) considers human resource-related policies and other staff matters.
  2. The Strategy and Finance Committee of the Board (SFCB) ensures that the financial resources of the Bank are appropriately deployed to meet its strategic priorities. It also provides oversight of risk and IT governance.
  3. The Capital Projects Committee of the Board (CPCB) provides oversight of the acquisition, utilization, and monitoring of the Bank’s capital projects. These include Information Technology (IT), plant, machinery, construction, and significant maintenance works, among others.
  4. The Audit and Governance Committee of the Board (AGCB) provides assurance to the Board on the effective utilization of resources, internal controls, and risk management.
  5. The Financial Stability Committee of the Board (FSCB) provides oversight in the supervision and regulation of the financial sector and where necessary advisory support for the wider financial sector.