In May, Gen Katumba Wamala, the Works and Transport minister, sent seven Uganda Airlines managers on forced leave following allegations of corruption and other misdeeds while executing their duties.
Mr Kiryowa, however, in a July 30, 2021, the letter has clarified that the board members can only be removed by a special sitting of the shareholders.
The Attorney General further established that only the board of directors can reprimand the implicated management staff of Uganda Airlines.
The counsel from the government’s principal legal advisor comes hot on the heels of President Museveni’s directive that board members and senior executives of the national carrier be fired and prosecuted.
Junior Transport minister Musa Ecweru sought the Attorney General’s counsel in early August following the presidential directive that guilty parties be handed to the Ombudsman for prosecution and recovery of money lost through corruption.
Mr Kiryowa responded: “In light of the aforementioned, please note that the proposed disciplinary committee comprising shareholders, representatives from the Attorney General’s office, State House and the Ministry of Public Service would not have a legal mandate.”
Consideration for removal
Mr Kiryowa said the removal of the directors is regulated by Article 73 of the Articles of Association and Section 195 & 149 of the Companies Act, which provides that “following issuance of a special notice, the company may by ordinary resolution, remove any director before expiration of his or her period of office notwithstanding any other provision or agreement to the contrary.”
Mr Kiryowa added that “such special notice must be given at least 28 days before the date of the meeting” and that any “resolution to remove a director…shall not be effective unless notice of the intention to move it has been given to the company for the meeting.”
The Attorney General advised that the national carrier “convene[s] a shareholders’ meeting to consider the removal of the said directors and make appropriate resolution after hearing or according the directors an opportunity to be heard in response to the allegations levelled against them.”
President Museveni had wanted all guilty parties in the saga to be brought to book by July 30, 2021. The Inspectorate of Government is, however, yet to receive the directive in writing.
Mr Kiryowa says since the board of directors is the carrier’s top decision-making organ, the Works ministry has to appoint new board members before considering any disciplinary action.
Mr Ecweru, without providing specifics yesterday, said “everything is proceeding well” despite the Attorney General’s counsel.
Mr Kiryowa also said disciplinary action against the carrier’s top brass and other members of staff is governed by their contracts of employment, the Manual and the Empowerment Act 2006.
He established that disciplinary action against the CEO, heads of department and managers is the preserve of the board as per the human resource manual.
Ironically, all those who are supposed to form the disciplinary committee, including the CEO, are still serving suspension and it is not clear how the ministry of Works will proceed under such a condition.
Mr Kiryowa said the only plausible option available is the ombudsman investigating and prosecuting the implicated officials. He said the Inspectorate of Government and/or Directorate of Public Prosecutions are mandated to conduct prosecutions independently.
“Without prejudice to the defences and responses by the affected officials, the allegations in question are suggestive of possible disciplinary and criminal offences detailed in Annex A. The power to decide in respect of these offences lies with the IGG and/or DPP,” he said.