The Bank’s major Shareholders are the following:

The Shareholders determine the remuneration of the Non-Executive Directors and provide equity to finance the business.

In 2023, the Shareholders passed a resolution to increase the shared capital of the Bank in furtherance of its decision to capitalise the Bank and commenced the initiatives to mobilise their respective contributions for the capitalisation.

The appointment of Directors is in line with the Bank’s Memorandum and Articles of Association and the Board Charter. Each of the appointments complied with the requirements of the Companies Act, and the Financial Institutions Act.

The Directors are appointed based on the expertise required on the Board in order to enable it execute its mandate effectively. In exercising its mandate, the Board of Directors acts collectively as a body to exercise oversee the strategic direction and operations of the Bank.

The Board is accountable to the Shareholders for the Governance of the Bank and provides regular updates on the performance of the Bank at the General Meetings.

The Board composition was as follows:

• Josephine N. Mukumbya: Chairperson, Board of Directors
• Patrick Ayota: Non – Executive Director
• Annette W. Kihuguru: Non – Executive Director
• Vincent Agaba: Non – Executive Director
• Frank Katusiime: Non – Executive Director
• Jean Mutabazi Kasirye: Non – Executive Director
• Dorcas W. Okalany: Non – Executive Director
• Beatrice Ngozi Mulindwa: Non – Executive Director
• Michael K. Mugabi: Executive Director
• Peace Ayebazibwe: Executive Director

The Board appointed two new Non-Executive Directors, Mr. Charles Rikky Owinny Okello  and Ms. Beatrice Ngozi Mulindwa, during the year in order to enrich the skills mix and the Board Composition.

The Board’s mandate is defined in the Board Charter, which is reviewed regularly to align with regulatory requirements and corporate governance best practices. Key responsibilities are executed through an Annual Work Plan established at the start of each fiscal year.

Acting collectively, the Board drives the Bank’s strategic objectives, vision, mission, and corporate values. It remains accountable to shareholders for the governance of the Bank and provides regular performance updates at General Meetings.

The Board ensures the Bank is led by an effective Management team and oversees internal control systems that safeguard assets and support accurate, transparent financial reporting. To support its mandate, the Board operates through six standing sub-committees, each responsible for specific areas of oversight.

The Board has six standing committees which handle different aspects of its delegated mandate. The Board Committees operate based on well-defined and agreed mandates set out in their respective Terms of Reference, which are reviewed by the Board at least once annually in order to align them to Regulatory guidelines and best Corporate Governance practices.

All Board Committees are comprised of at least two Non-Executive Directors except for the Board Audit Committee, which is composed of Independent Non-Executive Directors. The composition of the Committees was reviewed in 2025 when the New Directors joined the Bank. The Committees were constituted as follows in line with the Financial Institutions Act;

1. Jean M. Kasirye – Chairperson (CP)
2. Frank Katusiime – Member
3. Annette W. Kihuguru – Member
4. Beatrice Ngonzi Mulindwa – Member

This Committee considers all matters relating to the integrity of the Bank’s financial reporting including policy formulation and review. It also considers the Bank’s financial performance against the financial projections and the activities of the Auditors of the Bank.

This Committee ensures that the Internal Audit function is structurally independent and free from undue influence by Management. It also conducts the annual performance appraisal of the Chief Audit Executive.

1. Annette W. Kihuguru – Chairperson
2. Jean M Kasirye – Member
3. Michael K. Mugabi – Member
4. Peace Ayebazibwe – Member

This Committee considers and reviews all matters relating to policy on the asset and liability management of the Bank. It also oversees liquidity, interest rate, and currency risk management. The committee provides oversight on the performance of the Bank in terms of profitability and efficiency, overall product delivery and pricing.

1. Vincent Agaba – Chairperson
2. Beatrice Ngonzi Mulindwa– ACP
3. Jean M Kasirye – Member
4. Annette W. Kihuguru – Member
5. Patrick Ayota – Member

 This Committee exercises oversight for the Bank’s Enterprise-wide risk, Bank’s information Technology matters, compliance and Anti-Money Laundering programs. It reviews risk management strategies, overall risk appetite and tolerance taking into account the current and projected economic, political and social operating environment. It also oversees the Bank’s ESG agenda, reviews Bank policies to assess the effectiveness of the Bank’s internal controls and risk management framework in order to achieve a prudential balance between risks and potential returns.

1. Vincent Agaba – Chairperson
2. Beatrice Ngonzi Mulindwa – ACP
3. Frank Katusiime – Member
4. Patrick Ayota – Member
5. Dorcas W. Okalany – Member

This committee is responsible for all matters concerning the Organisational structure, Diversity Equity and Inclusion, Human Resource policies and the welfare of the Bank’s Human Resources. It is also responsible for recruitment, succession planning, remuneration and performance appraisal of Executive and Senior Management.

1. Annette W. Kihuguru – Chairperson
2. Vincent Agaba – ACP
3. Patrick Ayota – Member
4. Dorcas W. Okalany – Member
5. Michael K. Mugabi – Member
6. Peace Ayebazibwe – Member

The Committee provides oversight on credit operations in line with the Bank’s credit strategy, approves and oversees compliance with the Bank’s lending policy and is responsible for delegating lending limits to approved sanctioning authorities of the Bank.  The Committee also considers and approves credit facility applications within its approval mandate.

1. Annette W. Kihuguru – Chairperson
2. Vincent Agaba – ACP
3. Frank Katusiime – Member
4. Dorcas W. Okalany – Member

The Committee regularly reviews the structure, size and composition (including the skills, knowledge, experience and diversity) of the Board and also gives full consideration to succession planning for NEDs in the course of its work, taking into account the challenges and opportunities of the Bank, and the skills and expertise needed on the Board in the future.

In furtherance of its oversight function, the Board and its Committees meet at least once quarterly to consider matters relating to the performance and operations of the Bank.

Below is the summary of the Board and Board Committee meetings held during 2024:

The Directors bring to the Board skills, knowledge and experience from their respective fields. The New Directors received detailed orientation on the Bank’s operations and the business environment and their responsibilities as Directors. The Board has an annual training plan for continuous development of the Directors based on their training needs assessment. During the year, the Directors attended re-fresher training on the following topics:

1. Annual National Board and Audit Committee Workshop.
2. 13^th Annual Directors and Company Secretaries Conference.
3. 39^th African Governance Conference.
4. Internal Liquidity Adequacy Assessment Process.
5. Digital Transformation, Data Management and Sustainability.
6. Anti-Money Laundering and Counter Fit Terrorism.
7. Empowering Women Board Director.

The performance of the Board remains central to the Bank’s success and the creation of long-term shareholder value. As part of our commitment to continuous improvement, annual Board evaluations provide a structured mechanism for assessing effectiveness in fulfilling our mandate. Building on insights from the 2023 evaluation, the 2024 update incorporated feedback from senior management (SMT), who assessed the Board’s overall performance and committee effectiveness. This iterative approach ensures that governance practices remain responsive, strategic, and aligned with the Bank’s evolving priorities.

The Company Secretary serves as the Board’s governance advisor, ensuring directors remain fully informed of their duties and responsibilities. They promote best practices in corporate governance, support effective Board operations, and facilitate coordination among the Board, management, shareholders, and other stakeholders. Their roles and responsibilities are defined in the Board Charter.