2021 VIRTUAL ANNUAL GENERAL MEETING / GRADUATION CEREMONY

//2021 VIRTUAL ANNUAL GENERAL MEETING / GRADUATION CEREMONY

UGANDA INSTITUTE OF BANKING AND FINANCIAL SERVICES

 

ANNUAL GENERAL MEETING  / GRADUATION PROGRAMME ON FRIDAY, 28th MAY 2021 AT SHERATON HOTEL, KAMPALA

AGM PROGRAM

8.00am – 8.30am    :  Arrival of Invited Guests and breakfast

8.30am -8.40am      : Opening Prayer and National Anthem

8.40am – 8.50am    : Ascertainment of Quorum, Registration of Proxies & Apologies;

8.50am – 09.15am  : Welcome Remarks by the Board Chairman / Presentation of

Board Report;

9.15am –  9.30am   : Confirmation of Minutes of Previous Meeting and Matters Arising;

9.30am – 9.45am    : Presentation of Accounts and Auditor’s Report;

9.45am – 10.00am  : Appointment / Election of Board & Council Members ;

 

GRADUATION PROGRAM

 

10.00 am  : Dressing of  VIPs that will be in the  Academic Procession.

 

10:20 am : Academic Procession begins (CEO and Education Committee Chairman , Board

Chairman and Council President  and Patron)

 

10.30 am : Patron Constitutes the Congregation

 

10.35 am : Welcome remarks by UIBFS CEO

 

10.45 am : Award of Certificates / Diplomas and recognition of Outstanding Performers

 

11.00 am  : UIBFS Board Chairman invites Council President

 

11.05 am :  Remarks by the Council President

 

11.20 am :  Address by the Patron

 

11.40 am.:  Patron dissolves the Congregation

Download the Program Here

 MINUTES OF THE ANNUAL GENERAL MEETING

HELD BOTH PHYSICALLY AT SHERATON HOTEL, TERNAN AVENUE, AND VIA ELECTRONIC COMMUNICATION ON FRIDAY 17TH JULY 2020.

PRESENT:

The attendance list is provided under Schedule I to the minutes.

RECORD OF ATTENDANCE: 

A record of attendance of members at the Annual General Meeting is provided under Schedule I to the minutes.

IN ATTENDANCE:

  1. Alice Nalwoga and Ms. Grace Nahurira Mutabazi- representing M/S Sebalu & Lule Advocates, Company Secretary.
  2. Fredrick Kibedi – representing M/S PKF Certified Public Accountants, the External Auditors.

ADOPTED AGENDA:

  1. Opening Prayer
  2. Welcome remarks by the Board Chairman.
  3. Ascertainment of quorum, registration of proxies and apologies
  4. Adoption of Notice and Agenda of the Annual General Meeting
  5. Confirmation and adoption of Minutes of Previous Meeting
  6. Presentation of the Board Report
  7. Presentation of Annual Report and Financial Statements for the year ended 31st December 2019.
  8. Appointment of External Auditors for the year 2020
  9. Appointment and re-election of directors who have retired on rotation and have offered themselves up for re-election.
  10. Appointment and election of directors to replace outgoing directors.
  11. Appointment / election of council members
  12. Presentation of the membership restructuring proposal.
  13. Consideration of the Special Resolution to amend the Company’s Memorandum and Articles of Association.
  14. Appointment / election of Council President and Deputy Council President
  15. Remarks by the Council President
  16. Remarks by the Patron
  17. Any Other Business.

DELIBERATIONS

MINUTE DISCUSSION AND RESOLUTION LED BY
 

MIN 1/07/20

 

 

 

 

The meeting was called to order at 9:45 a.m.

 

WELCOME REMARKS AND OPENING PRAYER

 

The Chairman Board of Directors, Mr. Mathias Katamba, welcomed the Board and Council members to the live broadcast of the Company’s first ever virtual meeting.

 

He also welcomed the Honorary Fellows, Fellows, Associates, students and other invited guests in attendance via electronic means.

 

 

 

Mr. Mathias Katamba

 

MIN 2/07/20

 

 

 

ASCERTAINMENT OF QUORUM, REGISTRATION OF PROXIES AND APOLOGIES

 

The Company Secretary, S & L Advocatesconfirmed that the required minimum number of paid-up members were in attendance, quorum for the meeting was duly constituted in accordance with Clause 35(a)of the Articles of Association of The Uganda Institute of Banking and Financial Services.

 

The meeting was informed that there were 3 pre-registered proxies for the meeting:

 

1.       Mr. Didas Bagambagye Representing Mr. Krishnan, Managing Director, Exim Bank.

2.       Ms. Rita Balaka representing Mr. Henry Kibirige, FCIB.

3.       Mr. Daniel Nsibambi representing Mr. Paul Erongot.

 

No apologies from members were noted. The list of members who attended the meeting in person and by electronic means respectively is attached under Schedule I to these minutes.

 

 

 

Ms. Alice Nalwoga

MIN 3/07/20 ADOPTION OF NOTICE AND AGENDA OF THE ANNUAL GENERAL MEETING

 

The notice and agenda were taken as read. The motion to adopt the notice and agenda on pages 2 to 5 of the Annual Report was moved by Mr. Mathias Katamba and seconded by Mr. Guster Kayinja.  There being no amendments to the notice and agenda, the notice and agenda were adopted.

 

 

 

Mr. Mathias Katamba

 

MIN 4/07/20

 

CONFIRMATION OF MINUTES OF PREVIOUS MEETINGS AND MATTERS ARISING

 

The minutes of the previous Annual General Meeting were taken as read. The motion to adopt the minutes of the AGM for the year ended 31st December 2018 as circulated was moved by Mr. Mathias Katamba and seconded by Mr. Edgar Byamar. There being no amendments proposed by the members, the minutes of the Annual General Meeting held on the 21st June 2019 were adopted.

 

 

 

 

Mr. Mathias Katamba

 

MIN 5/07/20

 

 

 

 

PRESENTATION OF THE BOARD REPORT BY THE BOARD CHAIRMAN

 

The Chairman Board of Directors presented the Board Report.

 

A copy of the Board Report as presented is attached under Schedule II to the minutes.

 

 

 

Mr. Mathias Katamba

 

 

MIN 6/07/20

 

 

 

PRESENTATION OF ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST DECEMBER 2019

 

The Institute’s audited accounts were presented by Mr. Richard Ojwiya-Oola, chairman of the Institute’s Audit and Risk committee of the Board.

 

He confirmed that the financial statements were prepared in accordance with International Financial Reporting Standards. He noted that in 2019, the Institute realized a total income of UGX 2.15 bn; a 2 % decline from the 2018 position. In absolute terms, the decline in income was UGX 33.3 Mn. The total expenditure during the same period declined by UGX 13.2 Mn which was a 0.6% reflected by the downward movement from UGX 2.21 bn in 2018 to UGX 2.2bn in 2019.

 

Overall, the Institute had a deficit of UGX 119 Mn in 2019which was a further deterioration from the 2018 position by a UGX 34 Mn deficit; the deterioration was majorly attributed to the missing revenue line from the East African Banking School which cannot be realized every year.

The Institute’s total assets had dropped by 2% from UGX 2.49 bn in 2018 to UGX 2.44 bn in 2019 owing to the derecognition ofdeferred tax as per the IS12. In addition, Institute had no significant non- current liabilities, and its current liabilities were sufficiently matched by current assets as at the end of 2019.

 

Regarding cash flows, the Institute had closed the year with a positive cash balance of UGX 242 million.

 

EXTERNAL AUDITOR’S OPINION:

 

Mr. Fredrick Kibedi representing the External Auditor, M/S PKF Certified Public Accountants, confirmed that the accounts as presented were a true representation of the performance of the Institute during the year 2019.

 

Mr. Fredrick Kibedi assured the members of their independence during the audit process.He further informed members that their role as External Auditors was to express an opinion on the financial statements of the Institute as prepared by Management, in accordance with International Financial Reporting Standards(IFRS).

 

The External Auditor informed members that the audit evidence availed to them by management had been sufficient and appropriate to form a professional opinion to the effect that proper books of accounts had been kept by the Institute.

 

The External Auditor informed members that the financial position as prepared fairly represented the true financial position of the Institute as at 31 December 2019 and that the financial statements had been prepared in accordance with both the IFRS and the Companies Act, 2012.

 

The motion to approve and adopt the Audited Accounts for the year ended 31st December 2019 was moved by Mr. Mathias Katamba and seconded by Mr. Ochom George.

 

The accounts for the year ended 31st December 2019 were received and adopted by the members.

 

 

 

 

 

Mr. Richard Ojwiya-Oola

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mr. Fredrick Kibedi

 

MIN 7/07/20

 

 

 

 

 

 

 

 

APPOINTMENT AND REMUNREATION OF EXTERNAL AUDITORS FOR THE YEAR 2020

 

Mr. Mathias Katamba informed the meeting that the Institute’s Board of Directors at its sitting of 29th May 2020 recommended the reappointment of M/S PFK Certified Public Accountants as the Company’s External Auditor for a further period of one year i.e., 2020. The motion to reappoint M/S PFK Certified Public Accountants for a further period of one year was moved by Mr. Anthony Mulindwa and seconded by Mr. Titre Abraham.

 

M/S PFK, Certified Public Accountantswere appointed as the Institute’s External Auditors for the year 2020.

 

 

 

Mr. Mathias Katamba

 

 

MIN 8/07/20

 

 

 

 

 

 

 

 

APPOINTMENT AND RE-ELECTION OF DIRECTORSWHO HAVE RETIRED ON ROTATION AND HAVE OFFERED THEMSELVES UP FOR RE-ELECTION.

 

The meeting considered and approved the reappointment of Mr. Wilbrod Owor, Mr. Paul Senyomo and Mr. Clement Dodoo as directors (whose first term ended that day: 17th June 2020) for a second three-year term in accordance with the provisions of the Company’s Articles of Association.

 

 

 

 

 

Mr. Mathias Katamba

 

 

 

 

 

MIN 9/07/20

 

 

APPOINTMENT AND ELECTION OF DIRECTORS TO REPLACE OUTGOING DIRECTORS

 

The meeting was informed that Mr. Joram Kahenano, Mr. Elliot Mwebya, Ms. Veronica Namagembe had that day retired from the Board having completed their respective second and last terms in office.

 

The meeting considered and approved the following members as directors as a replacement for the aforementioned outgoing directors:

 

Representative of Banks

a.       Mr. Michael Karokora Mugabi

b.       Mr. Samuel Kirubi

 

Representatives of Fellows and Honorary Fellows

a.       Mr. Louis Kasekende

b.       Mr. George Ochom

 

Representative of the Central Bank

a.       Ms. Charity Mugumya

 

Representative of the Microfinance Deposit-Taking Institutions.

a.       Mr. Shafi Nambobi

 

 

 

 

 

Mr. Mathias Katamba

 

MIN 10/07/20

 

 

APPOINTMENT / ELECTION OF COUNCIL MEMBERS

 

The meeting considered and approved the appointment of the following nominees to the Company’s Council:

 

Representatives of Banks

 

a)       Mr. Tineyi Mawocha;

b)      Mr. Sanusi Lekan;

c)       Mr. Fabian Kasi; and

d)      Ms. Anne Nakawunde.

 

 

 

 

 

Mr. Mathias Katamba

 

MIN 11/07/20

 

 

PRESENTATION OF THE MEMBERSHIP RESTRUCTURING PROPOSAL

 

The meeting was informed that the current structure was agreed to by members and is embedded in the Company’s Articles of Association under Article 4. They were further informed that the Board of Directors had in line with their governance responsibilities considered and approved a Membership Restructuring Proposal at both Education and Membership Committee and Full Board level in the Committee meeting held on Thursday 30th April 2020 and the Board meeting held on Thursday 11th June 2020 respectively.

 

In view of the above brief, the motion to adopt the Membership Restructuring Proposal was moved by Ms. Anne Nakawunde Mulindwa and seconded by Mr. Shafi Nambobi.

 

The Membership Restructuring Proposal was approved and adopted by the members.

 

 

 

 

Mr. Mathias Katamba

 

 

MIN 12/07/20

 

 

CONSIDERATION OF THE SPECIAL RESOLUTION TO AMEND THE COMPANY’S MEMORANDUM AND ARTICLES OF ASSOCIATION.

 

Ms. Alice Nalwoga invited members to consider the Paper on the Proposed Amendments to the Institute’s Memorandum and Articles of Association that had been sent to their respective emails and had further been made available on the Company’s website. She proceeded to expound on the proposed amendments after which the Chairman Board of Directors invited the members to ask questions and make comments.

 

The members proposed that the definition of corporate members be expanded to include: any development partner or organisation whether in Uganda or abroad whose interests and/ or objects are similar, related or complementary to those of the Institute. The motion to amend the memorandum and articles of association as proposed and subject to the further expansion of the term “corporate member” was then moved by Mr. Edgar Byamar and seconded by Mr. Richard Oola.

The memorandum and articles of association of the Company as amended were approved and adopted in substitution for the Company’s existing articles of association dated 11th July 2013.

 

 

Ms. Alice Nalwoga

 

MIN 13/07/20

 

 

REMARKS BY THE COUNCIL PRESIDENT

 

The outgoing Council President, Mr. Julius Kakeeto thanked members for attending the Institute’s first ever virtual meeting.

 

A copy of his welcome remarks is attached under Schedule III to the minutes.

 

MIN 14/07/20

 

 

REMARKS BY THE PATRON

 

Ms. Mary Katarikawe, Executive Director of Operations, Bank of Uganda represented the Patron, Prof. Emmanuel Tumusiime Mutebile, Governor Bank of Uganda.

 

Ms. Katarikawe delivered apologies from the Governor who had another engagement but had nevertheless wished members a fruitful deliberation.

 

His remarks are attached as Schedule IV to the minutes

 

MIN 15/07/20

 

ANY OTHER BUSINESS

 

Ms. Mary Katarikawe, Executive Director of Operations, Bank of Uganda as representative of

the Patron, Prof. Emmanuel Tumusiime Mutebile, Governor Bank of Uganda presented meritorious awards to Mr. Katamba, Mr. Joram Kahenano, Ms. Namagembe Veronica and Mr. Anthony Mulindwa for their invaluable service to the Institute.

 

There being no other business, the meeting ended at 12:03 pm.

 

I CERTIFY THAT THIS IS A TRUE RECORD OF THE MINUTES OF THE ANNUAL GENERAL MEETING OF THE UGANDA INSTITUTE OF BANKING & FINANCIAL SERVICES THAT TOOK PLACE ON 17 JULY 2020.

 

 

 

__________________                                                  __________________

Chairman                                                                    Secretary

 

Download the Minutes Here

 

 

PROXY FORM

 

THE UGANDA INSTITUTE OF BANKING AND FINANCIAL SERVICES

 

I/We*, _____________________________________, of mobile number ___________________ and of P.O. Box _________________________________Email address           ___________________being a member of Uganda Institute of Banking and Financial Services in the constituency of Honorary Fellows / Fellows / Associates / Corporate Member / Ordinary Member / Student Member / Life Member*, hereby appoint _____________________________________, of mobile number ___________________ and of P.O. Box _________________________________   Email address           ___________________ as my/our* proxy to vote for me/us* and on my/our* behalf on any matter properly before the Annual General Meeting (AGM) of the Company to be held on  Friday 28th May 2021 at 9:00 a.m or at any adjournment thereof.

 

Dated this                                                  day of                                                            2021

 

 

Signature     : _____________________________

 

Name in full : _____________________________

 

Constituency: _____________________________

 

NOTES:

1.      If a member is not able to attend this meeting personally, this proxy form should be completed and returned to the Company Secretary by email at  sebalulule@sebalulule.co.ug or alternatively to the Registered Office of the Company on Plot 10 Buganda Road, Kampala, not later than Thursday 27 May 2021 at 5:00 p.m. and in default the instrument of proxy shall be invalid.

 

2.      In case of a corporation, the proxy must be under its common seal or under the hand of the officer or attorney duly authorized in that behalf.

 

3.      A proxy appointed by a member to attend and vote in his/her/its stead must be a member of Uganda Institute of Banking and Financial Services. Unless otherwise instructed, the proxy will vote as he/she thinks fit.

 

4.   An asterisk (*) appears at the end of statements that provide multiple options. Please strike out whichever option is inapplicable.

Download the Proxy form Here

2021-05-27T17:48:11+00:00

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Phone: (+256) 414-233628

Fax: (+256) 414-234259

Web: UIBFS

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