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LEADCredibility . Relationships . Ethics

The Program for the Day

9:30 - 9:50 AM

9:50 - 10:00 AM

Sponsors

8:45 - 9:30 AM

Panel Discussion

7:00 AM Arrival of Guests

General Audience Reactions

Closing Remarks

7:30 - 7:40 AM Video Presentations (different views on gender diversity on boards)

7:40 - 8:00 AM

Overview of LEADGertrude Wamala KarugabaChairperson, LEAD

8:00 - 8:15 AM

Representatives of LEAD Partners

Carl WagnerStrathmore Business School

Patrick BitatureFounder and chairman of the Simba Group of

CompaniesChairman Umeme Uganda, Electromax and

Private Sector Foundation Uganda

Segomoco ScheppersEskom’s Group Executive for

TransmissionHe serves on Boards of Eskom Uganda Ltd

(Uganda), Trans Africa Projects (South Africa) and the IHA (International Hydropower

Association)

Winnie KiryabwireSenior Lecturer and Head of Commercial Law Department at Makerere University.

Board member of FSD Uganda, DFCU Bank and the International Federation of Accoun-

tants (IFAC).

Rita KabatunziFounding Committee member of ICSA

Uganda where she serves as Vice Chairperson, trainer and consultant

She is a Fellow of the Institute of Chartered Secretaries & Administrators (ICSA) UK

8:15 - 8:45 AM

Remarks from the Keynote Speaker

Dr. Martin Oduor OtienoBoard member of Standard Bank Group and East African Breweries. Independent business advisor and accredited executive coach.

League of East African Directors (LEAD)

Website: www.eadirectors.org 1

Foreword fromGertrude KarugabaChairperson

Gertrude is a Partner at Sebalu & Lule Advocates, Board Chairperson for Finan-cial Sector Deepening (FSD) Uganda and a member of KCB Bank (U) Limited.

I am delighted to write the foreword for the first LEAD publication, which also coincides with the launch of the League of East African Directors (LEAD).

This publication is part of a number of activities that bring to fruition an idea that was conceived at the end of the first CEO Apprenticeship Program (CAP) cohort in 2013.

As you may be aware, CEO Summit Uganda togeth-er with its knowledge partner Strathmore Business School launched the CEO Apprenticeship Program (CAP) as an initiative for creating a credible pipeline of potential Ugandan CEOs.

The inaugural class was in 2013. I happened to be part of that pioneer class.

Together with colleagues (who would later form the initial board of LEAD), we were concerned at the lack of growth and depth in the pool of resources available for director service, particularly women.

Businesses in need of directors did not have any consol-idated reference point and tended to rely on personal references to make board level appointments.

There seemed to be a chronic shortage of eligible directors as evidenced by mostly the same faces on different boards and the trustees felt, as an extension of the mandate of the CEO Summit, that we could do something to change this position.

Our aspiration is to see diversity on boards and East African business well led. Our purpose is to equip corporate boards for the advancement of East African businesses through various interventions. The focus of LEAD is directors and boards, not corporate governance generally. As such, our efforts will complement the work done by corporate governance practitioners and entities in Uganda.

This publication will hopefully give you a broader out-look and background to LEAD, its aspirations, purpose and value proposition, the planned development and leadership programs and an overview of one of the major issues that boards are grappling with today – the

limited number of women on corporate boards. It will also give you a sense of how you can get involved.

I optimistically look forward to a fruitful collaboration with you as individuals and corporate entities as we embark on what we believe is a worthwhile journey in developing a positive corporate culture in East Africa.

We decided that instead of waiting for others to in-tervene, we would explore avenues of ameliorating the challenge.

We decided to make our contribution through incor-porating a non-profit entity as an intentional mechanism for identifying potential di-rectors and enabling them to become board ready, sourcing of new directors for board service, development of directors, supporting boards to be more effective through training and perfor-mance evaluation, peer ac-cess and engagement.


2 Website: www.eadirectors.org

Note fromDr. Robin KibukaDirector

Dr. Robin Kibuka is the Chairman of Standard Chartered Bank Uganda Limited, the Uganda Bureau of Statistics (UBOS), and Namulondo Investments Limited.

He is Chairman of the Advisory Board of Strathmore University Uganda and a member of the Advisory Council of the Private Sector Foundation Uganda (PSFU)

Robin was a senior member of the International Monetary Fund (IMF) for over 30 years and is a Ro-tarian (Paul Harris +7) and a member of the Rotary Club of Muyenga

The launching of LEAD is the fruition of a dream by leading Ugandan business people working closely with the Government of Uganda, notably the Ministry of Finance, Planning and Economic Development, the Bank of Uganda and the Office of the Auditor General, among others.

The common interest to see Uganda develop and broad-ly operate ethical and transparent business practices that entail accountability and fully meet international standards inspired the various parties to explore means to launch this journey.

While initial focus was on developing management leadership capabilities, it was soon realized by those involved in the exercise that good governance and the role of leadership in running corporate, public organiza-tions’, and other boards were equally important and also required more concrete steps to promote them within Uganda, and indeed the rest of the East African region.

The key word is “leadership” as it was felt that with limited resources, maximum leverage of such resourc-es could be best obtained through focusing on a limit-ed number of potential candidates, who could be relied upon to light the fires and sustain them widely by being examples to others.

The followers within the rest of senior board member-

ship and managers and those below them would then emulate the leadership in cascading down the chain of command the desired values and best practices from the top

Historically, the efforts started in January 2013 when the CEO Summit Uganda, working with support from government officials launched the CEO Apprenticeship Program (CAP) to create a pipeline for potential Ugan-dan CEOs.

Within the year, CEO Summit Uganda joined forces with Strathmore Business School, based in Nairobi, when the two parties signed a Memorandum of Understanding to run CAP jointly and award certificates at the end of the annual program.

CAP has succeeded beyond expectations and today has graduated about 150 men and women, who have gone on to play leadership roles in Uganda and beyond. About 30 percent of the graduates are now CEOs or senior managers at leading Ugandan corporations and public enterprises, while others are senior law partners and one is now the Zambian Minister of Transport.

Among the self-sponsored CAP graduates--mostly wom-en and men running their own businesses-- their busi-nesses have since grown rapidly and/or have substan-tially improved their management and even governance

The League of East African Directors (LEAD)



structures and practices. The CAP classes are each re-quired to develop a community project to extend man-agement leadership experience outward.

Importantly in this regard, the pioneer graduates from CAP 2013 came up with and have nurtured the LEAD concept. In its simplest form, LEAD will seek to emulate for governance what CAP has achieved in terms of in-formed and enlightened management leadership in the country and beyond.

A question can be posed as to where we get the con-crete examples to inspire the leadership journey in gov-ernance. As a start, finding good board directors is a serious challenge in Uganda in part because there are limited facilities that enable the expectations of the boards of corporations, public enterprises, and NGOs to converge with those of whom may be chosen or are in-terested to serve on their boards.

An appropriate two way orientation in this regard is a key starting point to ensure that new directors are fully conversant with what is expected of them on boards.

Beyond this initial position, training and establishment of various fora to permit and encourage exchange of information and ideas, including global best practices, must be developed to bring directors to speed and main-tain, even improve on, their effective delivery to the rel-evant boards they serve on.

There are also a host of issues on which effective direc-tors must be conversant with on a going basis, including the importance of diversity on boards, cyber securi-ty and rapidly evolving technological developments which require rapidly changing business models.

Other key issues include stakeholder relations and man-agement, licenses to operate within rapidly changing regulatory environments and frameworks, understand-ing millennials who are now dominating the entry and lower levels of staff and the consumer clientele.

Such issues require that Directors are aware of them and can quickly adapt to and remain abreast of these issues and their implications for the organizations they over-see.

These challenges to be ahead of the curve to maintain relevance and effective contribution by Directors is not just a Ugandan requirement but indeed a global one.

However, it is particularly pertinent for Uganda and the developing countries to be more aggressive in their ap-proach since they are already lagging vis a vis the devel-oped economies.

Moreover, the phenomenon of leapfrogging past trends largely because of technological breakthroughs—e.g., the impact of cellphones and their related services like mobile money and mobile money-based micro credit (M-Shwari in Kenya or MoKash in Uganda)—generate even more disruptions and more unsettling risks much as they create vast new opportunities in developing

countries.

In this regard, it is envisaged that LEAD will play an im-portant role in training current and especially future board directors in Uganda and East Africa.

It aims also to nurture leaders in governance who can provide examples to others toward ethical, transparent and accountable behavior in boards.

Accountability in particular now requires directors to be answerable not only to shareholders and staff but also to the broader community on matters of common good and sustainability of the environment.

LEAD also envisions setting up various fora through which board directors can come together to exchange views and share experiences.

There are two critical components to this endeavor. First, given the greater dearth of women on Boards in Uganda and elsewhere, emphasis will be given to nur-turing women to leadership positions in governance in the country and region.

Second, efforts will be made to focus on developing case studies based on East African business and gov-ernance practices, which are more relevant to the local environment and therefore resonate better with local board directors.

The partnership between CEO Summit Uganda and Strathmore Business School--with its vast global out-reach should serve LEAD well in being among the best in Africa, if not the very best, in delivering service to our prospective clientele.

There are also a host of issues on which effec-tive directors must be

conversant with on a go-ing basis, including the importance of diversity on boards, cyber securi-ty and rapidly evolving technological develop-

ments which require rap-idly changing business

models.



Introducing LEADBefore LEAD was established, the founders were con-cerned at the lack of growth in the pool of available Director resources, particularly women.

Businesses in need of Directors did not have any consolidated reference point and tended to rely on personal references to make Board level appoint-ments.

There seemed to be a chronic shortage of eligible Di-rectors as evidenced by the same faces on different Boards and the founders felt, as an extension of the mandate of CEO Summit Uganda, that we could do something to change this position.

We felt compelled to make our contribution by iden-tifying prospective and potential Directors, creating a database of such individuals, developing those that needed development, making those resources avail-able to the market, assisting with Board trainings and development, among others.

Our ultimate goal is to see diversity on Boards and that East African Businesses have ethical governance. Our mission is to equip Corporate Boards for the ad-vancement of East African businesses.



Our Aspiration

Ensure that East African business-

es are well led

Our Philosophy

Credibility, Relationships and

Ethics

Our Purpose

To equip corporate Boards for advance-ment of East African

businesses

About LEAD

LEAD Directors

Gertrude KarugabaBoard Chairperson

Partner Sebalu & Lule Advocates, Board Chairperson for Financial Sector Deepen-ing (FSD) Uganda and a member of KCB

Bank (U) Limited.

Dr. Robin KibukaChairman of Standard Chartered Bank (U) Limited,

Uganda Bureau of Statistics (UBOS), and Namulondo Investments Limited.

Chairman of the Advisory Board of Strathmore Uni-versity Uganda and member of the Advisory Council

of the Private Sector Foundation Uganda (PSFU)

Dr. Peter Kimbowa (PK)Team Leader CEO Summit Uganda,the CEO Apprenticeship Program (CAP) and IFE Con-

sultants.Board member ESKOM (U) Ltd, Equity Bank (U)

Ltd and Baylor College of Medicine (U) Ltd

Jimmy SerugoManaging Director Net Media Publishers Ltd. Board member Monitor Publications

Ltd, CEO Summit Uganda and Amani Partners Uganda

James Okello OnyoinPartner Jim Roberts & Associates, Certified Public Accountants (member firm of HLB International of UK). Board member ESKOM (U) Ltd, Citi bank (U)

Ltd, CEO Summit Uganda and member Parliamenta-ry Audit Committee (Uganda)

Stephen MukasaCertified Executive Coach

Country Director Strathmore Business School Uganda. Board member Strathmore Research

& Consultancy Centre (SRCC Uganda), CEO Summit Uganda, Kelim Foundation and Build

ware Centre (U) Ltd



LEAD Value Proposition

Executive coaching and mentoring for directors, particularly

executive directors

Database of East African directors and boards to

provide organizations with accessibility to the best in class directors, governance

data and analytics

Director selection and recruitment based on a comprehensive

directory of candidates (Currently 350+ individuals

and institutions profiled)

Online platform for director learning and development

with vast perspectives, trends and insightful case

studies

Board induction and evaluation

Board development on director’s duties and responsibilities,

strategy, crisis management, digital technology,

risk management, leadership, finance



Women on Boards Fixing A Missing LinkGertrude W. KarugabaChairperson, LEAD

Many times, whenever the issue of gender diversity is raised, it is often looked at as that of women against men. We need a paradigm shift and go beyond our current mindsets and cultural outlooks – for example, research, carried out by McKinsey , shows that companies with a greater share of women on their boards of directors and executive commit-tees tend to perform better financially. African companies are no different; the report points to the fact that earnings before interest and taxes (EBIT) margin of those with atleast a quarter share of women on their boards was on average 20 percent higher than the industry average.



From a historical perspective, many organisations have made deliberate efforts to appoint women on boards and other senior executive positions. However, research shows that we have only scratched the surface and not fully harnessed the potential that women could bring to our boardrooms and therefore contribute to the overall development agenda

Many times, whenever the issue of gender diversity is raised, it is often looked at as that of women against men. We need a paradigm shift and go beyond our cur-rent mindsets and cultural outlooks – for example, re-search, carried out by McKinsey , shows that companies with a greater share of women on their boards of direc-tors and executive committees tend to perform better financially. African companies are no different; the re-port points to the fact that earnings before interest and taxes (EBIT) margin of those with atleast a quarter share of women on their boards was on average 20 percent higher than the industry average.

Indeed, it is said that the differences in cognitive func-tions and values, that gender diversity brings to the table, immensely influences the organisation’s perfor-mance and the board’s decision making process .

In Japan, as part of Prime Minister Abe Shinzo’s strat-egy , what has widely become known as ‘Abenomics’, cognizance and emphasis was given to the greater uti-lization and harnessing of women’s skills and expertise as a driver of Japan’s GDP growth and revival of the economy.

If Japan, a mature economy appreciates this reality, then Africa, as an emerging economy should avoid the mistakes of its more developed counterparts by adopt-ing policies and practices early on by fully harnessing the potential of women.

A survey of 127 Malaysian firms revealed that stock markets react in a positive manner to the appointment of women directors.

Further, a study of 30 companies (in the UK, US and Gha-na) revealed that having a minority women board repre-sentation does not affect board performance. Instead it was concluded that atleast three women director repre-

sentation is required to improve a company’s corporate governance.

The Current LandscapeIn its 2016 research , comprising 55 leading companies based in Africa, interviews with 35 African Women lead-ers and analysis of the financial performance of 210 pub-lically traded African companies, McKinsey & Company distilled the following realities.

5% of CEOs are women

29% of senior managers

are women

36% of promotions go to women

44% of senior women

hold line roles

“Introducing more women at leadership level simply introduces broader perspectives and new ways to manage problems. Diversi-ty is key for a successful organization. It also allows companies and public entities to tap into the entire talent pool rather than deprive themselves of half of it.”– Conglomerate executive and private sector representative, MoroccoSource: Women Matter Africa, McKinsey & Company, 2016



In the private sector, Africa performs relatively well on the global stage, with a higher percentage than average of wom-en executive committee members, CEOs and board mem-bers (See Exhibit 1 below)

5% 4% 3%5%6%

15%

26%

18% 18% 17%

2%

10%

18%

14%

23%

Exhibit 1: Women representation at senior management in private sector companies

Exhibit 2: Women representation on the boards of African companies by region

Africa

Women CEOs

North Africa West Africa

14% African average

East Africa Southern Africa

Women EXCO members Women Board members

EUAsia Latin America US

Source: Women Matter Africa, McKinsey & Company, 2016

Source: Women Matter Africa, McKinsey & Company, 2016

African Outlook

9% 11% 16% 20%



Exhibit 3: Percentage of Women Board Representation in Africa

African Outlook

In particular, Uganda’s women director representation 12.9% is still below that of its regional peers of Kenya and Tanzania of 19.8% and 14.3% respectively and the overall Africa average of 14%.Further, by the time of the survey, with five women directors on its 11 member board (appar-ently this included the Company Secretary), East African Breweries, based in Kenya had the highest women director representation on the continent of 45.5% – however this has since reduced to 27.2% (20% excluding the Company Secretary) at the moment.

In Uganda, Stanbic Bank of Uganda, then considered having among the highest women direc-tor representation on the continent with 33.3%, has also since reduced to 22.2%.

Source: Where are the women: Inclusive Boardrooms in Africa’s top listed companies? – African Development Bank, 2013



Creating a New Perspec-tive – Driving The Gender AgendaNumerous initiatives have been taken to improve wom-en representation on boards.

On the global stage, some countries including Malaysia and the state of California have put in place relevant leg-islation stipulating specific quotas for women represen-tation on their respective local boards. For example, in the state of California legislation stipulates that two or three quotas for boards with five or seven members are dedicated to women. However this avenue is susceptible to legal petitions and so forth by public interest activism.

The other option that has been considered is through the use of corporate codes and standards by regulators. This would require a lot of buy in and engagement with

the respective stakeholders.

Proactively, as the private sector, it is prudent and more practical to facilitate the development of a pool of Di-rectors, including women. Indeed, it is with this back-ground that the directors of the League of East African Directors (LEAD) thought it prudent to establish an enti-ty that could be the vehicle through which to drive and influence the corporate space especially the emerging realities including gender diversity.

Our ultimate aspiration is to see diversity on boards and that East African business are well led and our purpose is to equip corporate boards for the advancement of East African Businesses.

The writer is the Chairperson of LEAD, a partner with Sebalu & Lule Advocates and serving on the Boards of Financial Deepening Sector (U) Ltd and KCB Bank (U) Ltd as a Chairperson and Board member respectively.

There is evidence that organizations with a greater share of women on their Boards and in leadership posi-tions tend to have higher financial performance, better organizational health and it is a source of competitive advantage.

31%

20% 18%

2% 0%

9%

-6%

-17%

33%

14%17%

6%1%

9%

-1%

-18%

Women Representation on the Boards of African companies Vs EBIT Margin Deviation from In-dustry Average

Women Representation on the EXCOs of African companies Vs EBIT Margin Deviation from In-dustry Average

Women’s representation on Boards Women’s representation on EXCOs

EBIT margin deviation from industry average EBIT margin deviation from industry average

Quartile 1 Quartile 1Quartile 2 Quartile 2Quartile 3 Quartile 3Quartile 4 Quartile 4

EBIT - Earnings Before Interest and Tax; EXCOs - Executive CommitteesSource: Mckinsey & Company – Women Matter Africa Report, 2016



LEAD Governance and Leadership Development Programs

Women Directors’

Leadership Summit(WDLS)

1

Owner Managers’ Program

5

Advanced Management

Program (AMP)

6

The Effective Director

(TED)

2

LEAD Executive Coaching and

Mentoring Program

It’s not enough to be good if you have the ability to be

better.

Albert Cox

3

Leading the Board

(LTB)

4

BOARDGOVERNANCE

IN THE DIGITAL AGE

League of East African Directors (LEAD)Strathmore Business School Uganda (SBS) Office, Plot 8, Kafu Road.

8th Floor Twed Towers, Wing B.P. O. Box 123456, Kampala Uganda

Tel: +256414 234 120Website: eadirectors.org

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