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:

• Annette W. Kihuguru: Chairperson, Board of Directors
• 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
• Benoni Katende: Non-Executive Director.
• Michael K. Mugabi: Executive Director
• Peace Ayebazibwe: Executive Director

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 Committees were constituted as follows in line with the Financial Institutions Act.

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.