CORPORATE GOVERNANCE AND PERFORMANCE OF STATUTORY CORPORATIONS IN UGANDA: A CASE OF UGANDA PRINTING AND PUBLISHING CORPORATION, ENTEBBE

BY

ANNE ARIHOMUGISHA 
FEB/2016/MBA/M219360/WKD

A DISSERTATION SUBMITTED TO THE SCHOOL OF BUSINESS ADMINISTRATION IN PARTIAL FULFILMENT OF THE REQUIREMENTS FOR THE AWARD OF A DEGREE OF MASTER OF BUSINESS ADMINISTRATION OF NKUMBA UNIVERSITY.

OCTOBER 2019

DECLARATION
I Anne Arihomugisha, declare that, this study is my original work and has never been presented to any Educational Institution or University for both professional and academic purposes. Where the works of others have been cited due acknowledgements have been done.

Signed…………………………………….. Date……………………………….
ANNE ARIHOMUGISHA 
STUDENT

APPROVAL
I certify that, Anne Arihomugisha has carried out this research dissertation on “Corporate Governance and performance of Statutory Corporations in Uganda: A case of Uganda Printing and Publishing Corporation, Entebbe” under my supervision. 

Signed……………………………...……….  Date…………………….……….  
Assoc. Prof. E.B. MUGERWA
SUPERVISOR

DEDICATION
This book is dedicated to my husband Richard Mugisha for the spiritual, physical and economic support and encouragement during my career growth; my children, Elisha, Anitah, Peace, Praise and Joseph. Mirembe, Pamelah and Esther for the warm home environment which enabled me to carry out the academic responsibilities; the Late Canon James Nkuruziiza and Mrs. Jerurinah Nkuruziza for the good discipline and finally my family members for the general encouragement.  May God bless you all.

ACKNOWLEDGEMENTS

First and foremost I would love to thank the Almighty God for all the good things he has done for me and paving way for me.  Most importantly his manifestation through my husband in form of love, care and support.

I would love to thank my supervisor Assoc. Prof. E.B. Mugerwa for his constant advice and corrections throughout my study and for opening up my mind to the world of research.

I would like to thank the President’s Office team, Board of Directors, management and staff of UPPC for providing valuable information that enabled the compilation of results.

I also acknowledge the valuable contribution made by all Nkumba University Lecturers because without their facilitation I would not have been able to accomplish such a great undertaking.

TABLE OF CONTENTS
DECLARATION
APPROVAL
DEDICATION
ACKNOWLEDGEMENTS
TABLE OF CONTENTS
LIST OF TABLES
LIST OF FIGURES
LIST OF ACRONYMS
OPERATIONAL DEFINITIONS
ABSTRACT
CHAPTER ONE: INTRODUCTION
Background to the study
Statement of the Problem
Purpose of the Study
Research Objectives
Research questions
Research Hypotheses
Scope of the study
Geographical scope
Content scope
Time scope
Significance of the study
Setting of the study
Arrangement of the study
CHAPTER TWO: STUDY LITERATURE
Introduction
Literature survey
Literature Review
Conceptual Framework
CHAPTER THREE:RESEARCH METHODOLOGY
Introduction
Research design
Research approach
Research strategy
Research duration
Research classification
Study Limitation
Study population
Sampling methods
Sampling techniques
Sample Size
Procedures of data collection
Data Collection Methods
Interviewing
Focus group discussion
Documentary Review
Data collection instruments
Self-administered questionnaire
Focus group discussion guide
Interviewing guide
Data Quality Control
Validity
Data processing
Data analysis
Ethical Consideration
CHAPTER FOUR:DEMOGRAPHIC CHARACTERISTICS OF RESPONDENTS
Background information of respondents
Respondents by gender
Respondents by marital status
Respondents by years of service in UPPC
Respondents by age
Respondents by highest level of education
CHAPTER FIVE: TRANSPARENT POLICY FORMULATION AND REVIEW AND PERFORMANCE OF UPPC
Introduction
Transparent policy formulation creates the need for independent monitoring and control;
Transparent policy leads to good relationship between Board of Directors and Shareholder
Transparent policy reduces the collusion between Board of Directors and stakeholders
Transparent policy formulation creates pressure from the way the Corporation is run
All people are involved in policy formulation and review
Management control is in the hands of the managers
There are no conflicts between the minority board members and managers
There are conflicts between the managers and stakeholders on who should be the boss
CHAPTER SIX: ACCOUNTABLE APPRAISAL AND EVALUATION;                                                 AND PERFORMANCE OF UPPC
Introduction
BoD provide adequate information when making appraisal of management performance
The degree of participation during appraisal and evaluation process leads to compliance
The consequences of failure to perform on the side of managers are grave
Managers defend themselves against accusations of malpractice
Employees strive for the highest values into their work and aspire to do their work
One's actions makes a person accountable
The availability of appraisal frameworks enhances accountability
Employees have the responsibility to be honest, disciplined and authentic
The corporation adheres to accountability procedures governing SCs in Uganda
The Corporation management is open in all information.
CHAPTER SEVEN: EFFECTIVENESS AND PERFORMANCE OF UPPC
Introduction
The board adequately reviews the entity’s financial reporting requirements
The board reviews management’s systems
The board effectively addresses its responsibilities
The board understands the entity’s business sufficiently
The board minutes are appropriately maintained and are of good quality
An effective board adds to the quality of the services
Board reviews and evaluate the internal controls
Board members are less willing to accept doubtful performance
Stakeholders rely upon the board to provide assurance
The board impact on the efficiency of the Corporation’s monitoring function
Testing the hypothesis
CHAPTER EIGHT:TOWARDS HARMONIZING CORPORATE GOVERNANCE AND PERFORMANCE OF UPPC
Introduction
Corporate governance
Overall effectiveness and performance
Accountable appraisal and evaluation; and performance
Transparent policy formulation and review; and performance
CHAPTER NINE:SUMMARY AND CONCLUSION
Introduction
Summary of findings
Overall effectiveness and performance of the UPPC
Accountable appraisal and evaluation; and performance of the UPPC
Transparent policy formulation and review; and performance of the UPPC
Conclusions
Transparent policy formulation and review; and performance
Accountable appraisal and evaluation; and performance
Overall effectiveness and performance
Areas for further research
REFERENCES
APPENDIX A: Questionnaire
Appendix B: Interview guide
Appendix C: Ethical Letter

LIST OF TABLES
Table: 3.1: Sample Size and Sampling Techniques
Table3.2: Reliability Statistics
Table: 4.1 Distribution of respondents by Gender
Table: 4.2: Marital status
Table:  4.3: Years of service in UPPC
Table: 4.4: Age group
Table: 4.5: Highest level of education
Table 5.1: Transparent policy creates the need for independent monitoring and control.
Table5.2: Transparent policy leads to a good relationship between BoD and stakeholders
Table: 5.3: Transparent policy reduces the collusion between BoD and stakeholders.
Table5.4: Transparent policy creates pressure from the way the Corporation is run
Table: 5.5:  All people are involved in policy formulation and review
Table5.6: Management control is in the hands of the managers
Table 5.7: There are no conflicts between the minority board members and managers
Table5.8: There are conflicts between the managers and stakeholders who should be the boss.
Table 6.1 BoD provide adequate information when making appraisal 
Table 6.2: The degree of participation during appraisal process leads to compliance
Table 6.3: The consequences of failure to perform on the side of managers are grave
Table6.4: Managers defend themselves against accusations of malpractice
Table6.5: Employees strive for highest values into their work and aspire to do their work.
Table6.6: One's actions make a person accountable
Table 6.7: The availability of appraisal frameworks enhances accountability
Table 6.8: Employees have the responsibility to be honest, disciplined and authentic
Table6.9: The Corporation adheres to accountability procedures governing SCs in Uganda
Table 6.10: The Corporation management is open in all information
Table7.1: The board adequately reviews the entity’s financial reporting requirements
Table7.2: The board reviews management’s systems
Table7.3: The board effectively addresses its responsibilities
Table7.4: The board understands the entity’s business sufficiently
Table7.5: The board minutes are appropriately maintained and are of good quality
Table7.6: An effective board adds to the quality of the services
Table7.7: The board reviews and evaluates internal controls………………………………..64
Table7.8: board members are less willing to accept doubtful performance
Table7.9: Stakeholders rely upon the board to provide assurance.
Table7.10:  The Board impact on the efficiency of the Corporation’s monitoring function.
Table7.11: The relationship between corporate governance and performance
Table 7.12: Model Summary
Table 7.13: ANOVA
Table7.14: Coefficientsa

LIST OF FIGURES
Fig. 2.1 Conceptual Framework7

LIST OF ACRONYMS

AC               -       	Accounting 
CEO            -       	Chief Executive Officer 
CG               -       	Corporate Governance
CVI              -      	Content Validity Index
ICGU          -       	Institute of Corporate Governance Uganda 
SPSS           -     	Statistical Package for Social Scientist
UPPC	- 		Uganda Printing and Publishing Corporation 
BoD	-		Board of Directors
SCs	-		Statutory Corporations

OPERATIONAL DEFINITIONS
Corporate Governance does not have a specific definition but for purposes of this research may be defined as a set of processes, rules and structures that guide the relationship between stakeholders and management of companies.
 
Performance may also refer to the development of the share price, profitability or the present valuation of a company.

Accountability is the obligation of an individual or organization to account for its activities, accept responsibility for them, and to disclose the results in a transparent manner. It also includes the responsibility for money or other entrusted property. 

Transparency, as used in science, engineering, business, the humanities and in other social contexts, as operating in such a way that it is easy for others to see what actions are performed.   Transparency implies openness, communication, and accountability.

Effectiveness is the capability of producing a desired result or the ability to produce desired output. When something is deemed effective, it means it has an intended or expected outcome, or produces a deep, vivid impression.
A board of directors is a team of people elected by a corporation's shareholders to represent the shareholders' interests and ensure that the company's management acts on their behalf. 

ABSTRACT
This study is about Corporate Governance and performance of Statutory Corporations in Uganda focusing on UPPC as a case study. The study based on the following objectives; to examine how the Board of Directors at UPPC formulate and review policy with the aim of ensuring a transparent system; to assess how the Board of Directors at UPPC appraise and evaluate performance with an intention to promote proper accountability; and to examine how the Board of Directors at UPPC ensure overall effectiveness of the corporation.
The study used a descriptive and cross sectional research design. Interviewing and documentary review were data collection methods used while questionnaires and interview guides were used as the main data collection instruments. Data was analysed using descriptive statistics, Pearson product moment correlation, multiple regression analysis, and analysis of variance.
The results of the study revealed that: board’s effectiveness and performance are significantly related, that Board’s effectiveness contributed 73.2% to performance of UPPC; there is a significant relationship between accountability and performance of UPPC, where by accountability contribute 78.2% to performance and transparency strongly influences performance of UPPC by contributing 62.1%. The study concluded that, well constituted board structure and its effectiveness can provide accountability and help instill public confidence in the Corporation. Accountability was found to be the highest predictor of performance of UPPC.  Therefore, overall effectiveness, proper accountability through appraisal; and transparency in policy formulation mechanisms at UPPC to a large extent can influence performance positively.
The study recommended that, the board should improve on policy review for transparency and monitoring the effectiveness of the work in the context of its internal control and risk management systems. It should with immediate effect reduce the inefficiencies in evaluation and appraisal and embrace appropriate Corporate Governance principles. The study also came up with areas of further research which include: 
i.	The Board role and performance of Statutory Corporations in Uganda.
ii.	Board of Directors size and performance of Statutory Corporations in Uganda. 
iii.	Board’s tenure and performance of Statutory Corporations in Uganda.

CHAPTER ONE:
INTRODUCTION
Background to the study 
This study is about Corporate Governance and Performance of Statutory Corporations in Uganda. It focuses on the Uganda Printing and Publishing Corporation (UPPC) as a case study. 
The study on Corporate Governance in any statutory corporation is important, creating a link between stakeholders and management.  Statutory corporations are mandated to carry out business on behalf of government and are specifically established by an Act of Parliament according to Government’s need.  Examples of Statutory Corporations in Uganda include National Medical Stores (CAP. 207), National Water and Sewerage Corporation (CAP 317), National Housing and Construction Corporation (CAP 313) and Uganda Printing and Publishing Corporation (CAP 330) among others. This study focuses on the Uganda Printing and Publishing Corporation (UPPC) as a case study.  UPPC was born out of the former Government printer in 1993 to ensure effective and efficient printing and publishing services to both Government and private institutions. The Corporation is mandated to turn the Government Printer into an effective and efficient resource; improve the administration of Government business by providing improved printing services; increase the productivity levels of the printer and improve on the capacity and quality of the printer services available to the Government. 
 The Public Enterprises Reform and Divestiture Act (Cap 98) of the revised laws of Uganda, offers guidelines on how Statutory corporations should be governed and Sec.9 of the same Act clearly spells out the management guidelines of the statutory Corporations, in order to ensure a healthy environment that would enable statutory corporations give back to Government accordingly in terms of surplus. This is monitored through the Auditor General’s examination and audit of the accounts of all Statutory Corporations and submission of an annual report to Parliament on the financial as well as value for money audits (Annual Report of the Auditor General for the Year ended 30th June 2010).  
With all the above structures in place, UPPC’s performance has continued to decline evidenced by findings contained in the Inspectorate of Government (IGG) report of 2016 that unearthed cases of Board incompetence reflected through (low levels of Accountability , lack of transparency, inefficiency and ineffectiveness); the forensic investigation report on UPPC operations by the Office of the Auditor General of 2013 that discovered cases of fraud at management level and the report of UPPC for the year 2017 unearthing cases of performance decline from 60% to 43% in year 2016 and 2017.   Cases of Board/ management conflict, mismanagement and negative public image have continued to escalate despite the presence of a fully composed Board of Directors and management team.  The increase of document duplication among private printers and Government’s importation of printing services for passports, ballot papers among others are a manifestation of UPPC’s failure to provide quality of print services to Government as mandated (UPPC Management Report, 2016). 
The study on Corporate Governance and performance is therefore relevant at this particular point in time because Corporate Governance constitutes principles that govern the relationship among various corporate stakeholders and therefore impact on the Corporation’s performance.

UPPC was chosen as a case study because it was one of the most valued Corporations in the Uganda demonstrated by the refusal by state to privatize it. Also, higher standards of governance are expected from the Corporation due to the high public interest in it’s sensitive business of printing government laws and is therefore expected to exhibit higher levels of transparency, accountability and effectiveness.  Under Corporate governance framework, Corporate Governance at UPPC continues to weaken though the Corporation believes that only a business driven by values can deliver strong and sustainable returns. Despite, the Corporation is committed to community investment and corporate social investment and helping people achieve their ambitions in the right way. Therefore, this makes the study of Corporate Governance at UPPC pertinent.

The Institute of Corporate Governance, Uganda defines Corporate Governance as “the system by which companies and corporations are directed and controlled”. This definition recognizes that any enterprise, whether public or private, is entrusted with authority and must adhere to established principles and practices governing the appointment and exercise of this authority.

In Uganda, “the collapse of publishing sector was linked to poor Corporate Governance practices” (Matama, 2008). “Uganda has had a share of challenges in the publishing sector, culminating in major corporation failures such as Greenland, Cooperative Corporation, Uganda Publishing, International Credit Corporation, Sembule Investment Corporation and Crane Corporation”, Kithinji and Waweru (2007).   
Ashbaugh, Collins and LaFond (2004) revealed that “particular concerns have focused on the quality of auditing and accountability, on the role of non-executive directors, and on agency problems in the boardroom and ‘fat cat’ executive pay levels”. “Such concerns are not merely pertinent to the internal affairs of large corporations, but also have a resonance for the wider community of stakeholders. Similarly, management in the Publishing sector has come under pressure by the different stakeholders offering value for money services in accordance to the set policies in Uganda’s Publishing sector”.

The concept “Corporate Governance” has attracted various definitions. Metrick and Ishii (2002: 2) define Corporate Governance from the perspective of the investor as “both the promise to repay a fair return on capital invested and the commitment to operate a firm efficiently given investment” suggesting that Corporate Governance has an impact on a firm’s ability to access capital markets. The Cadbury Committee (1992: 2) defines Corporate Governance as “the system by which companies are directed and controlled”. 

According to Mayer (1997: 2), “Corporate Governance is concerned with ways of bringing the interests of investors and managers in line and ensuring that firms are run for the benefit of investors”. It has been defined by Keasey et al. (1997:3) to include ‘the structures, processes, cultures and systems that engender the successful operation of organisations’. Corporate Governance is also seen as the whole set of measures taken within the social entity that is an enterprise to favour the economic agents to take part in the productive process in order to generate some organisational surplus, and to set up a fair distribution between the partners, taking into consideration what they have brought to the organisation (Maati, 1999:3). 
From these definitions, it may be stated more generally that Corporate Governance embodies what are considered to be legitimate lines of accountability by defining the nature of the relationship between the corporation and key corporate stakeholders. In other words, Corporate Governance comprises the systems, structures and processes that a firm puts in place to ensure a clear line of accountability in the day-to-day running of the firm basically as a mechanism to reduce agency problems and costs.

Corporate Governance is a key issue for the improvement of economic growth and efficiency. Top level management considers Corporate Governance as a tool to reduce the                  mismanagement of regulation and management policies and decisions for protection of the rights of stakeholders and stockholders’ (Gompers et al. 2003). Statutory Corporations are considered a major sector in the national economy.   Therefore, good corporate practices are necessary to ensure positive performance for the same in Uganda.  It is envisaged that the results of this study shall be applicable nationally.  
This research was guided by the agency theory. This theory was chosen because it is one of the major leading theories used in Corporate Governance. The agency theory has been recently improved by Lonarr (2002). According to Lonarr (2002) “agent (manager) undertakes to perform certain duties for the principal (investor) and the principal undertakes to reward the agent” (Jensen and Meckling, 1976). According to this theory, “the role of the auditor is to supervise the relationship between the manager and the owners”. A gap expectation occurs when the distribution of the responsibility is not well defined. “The responsibility of every part is well defined in the regulation or policy.  The manager and the owners have to realize that the auditor does not have responsibility of the accounting, but only see that the auditing is done properly” (Andersson and Emander, 2005).

The degree of uncertainty about whether the agent will pursue self-interest rather than comply with the requirements of the contract represents an agent risk for an investor (Fiet, 1995). Given that principals will always be interested in the outcomes generated by their agents, agency theory demonstrates that accounting and auditing have an important task in providing information and this task is often associated with stewardship, in which an agent reports to the principal on the companies’ events (Ijiri, 1975). 

In relation to this study, the Board of Directors of UPPC are considered as agents of the shareholder (Government) with management executing a delegated role by the Board of Directors. When conflicts between the directors and shareholder arise, it indicates a bad precedent for Corporate Governance hence affecting the performance of the Corporation. 

There has been continuous study in the area of corporate governance and the performance of statutory corporations in the post consolidation era. Most of the resent post consolidation studies on corporate governance and performance covered five years period with some of them using primary data. There is therefore the need to increase the number of years of study, the sample size and to use different statistical software so as to increase the reliability of findings. It is this vacuum created by previous studies that this study intends to fill.  The thrust of this study therefore is to examine the impact of corporate governance on the performance of UPPC.
The Uganda Printing and Publishing Corporation was established in 1993 by an Act of Parliament, the UPPC Act Cap 330 under the revised laws of Uganda.   According to the Act, the corporation is governed by the Board of Directors appointed by the shareholder to execute the following role:
a)	To formulate and review the policy of the corporation with the aim of ensuring a transparent system;
b)	To set targets for the annual performance of the corporation;
c)	To appraise and evaluate the performance with an intention  to promote proper  accountability;
d)	To appoint and discipline members of the staff of the corporation;
e)	 To ensure overall effectiveness of the corporation; and;
f)	To perform any other function relating to the above as the Minister may direct.

This study examines the following of the above policy statements:
(a)	To formulate and review the policy of the corporation with the aim of ensuring a transparent system;
(b)	To appraise and evaluate the performance with an intention  to promote proper  accountability;
(c)	To ensure overall effectiveness of the corporation.
Statement of the Problem 
Uganda Printing and Publishing Corporation is mandated to provide printing and publishing facilities to the Government Ministries, departments, parastatal bodies and to private individuals and organizations.  Reports at the Corporation as unearthed by the findings contained in the Auditor General’s Forensic Audit Report of 2013, Inspector General of Government (IGG) report of 2016 and UPPC final Accounts report of 2016/2017 accordingly reveal cases of fraud at management level, cases of Board of Directors incompetence, performance decline from 60% to 43% in the year 2016 and 2017 and negative public image respectively.  This creates uncertainty around the governance of the Corporation despite the presence of clearly spelt out Corporate Governance principles, governing policies and clear structures.  
Purpose of the Study 
The purpose of this study is to examine the role of Corporate Governance in the performance of Statutory Corporations in Uganda using Uganda Printing and Publishing Corporation as a case study. 
Research Objectives 
This study was guided by the following objectives: 
a)	To examine how the Board of Directors at UPPC formulate and review policy with the aim of ensuring a transparent system.
b)	To assess how the Board of Directors at UPPC appraise and evaluate performance with an intention to promote proper accountability.
c)	To examine how the Board of Directors at UPPC ensure overall effectiveness of the corporation.
Research questions 
This study was set out to answer the following questions:
a)	How does the Board of Directors of UPPC formulate and review policy with the aim of ensuring a transparent system?
b)	How does the Board of Directors of UPPC appraise and evaluate performance with an intention to promote proper accountability? 
c)	How does the Board of Directors of UPPC ensure overall effectiveness of the corporation?
Research Hypotheses
This study was guided by the following hypotheses;
H0:  There is no significant relationship between Corporate Governance and performance of UPPC 
H1: There is a significant relationship between Corporate Governance and performance of UPPC.
Scope of the study
Geographical scope

The study was carried out at UPPC located on Kampala-Entebbe Airport road approximately 30 KM, in Entebbe municipality, Wakiso District. 
Content scope
The study acknowledges that Corporate Governance being a set of processes, customs, policies, laws, and institutions affecting the way a company is directed, administered or controlled was a major focus on the relationship between company and stakeholders. Three parameters were used to measure the organisational performance. These are: business growth, public image and business processes/policies. The Public image parameter included financial profitability, customer care and quality services. Growth included both local and regional expansion and also growth in the products base and work force. Business processes involved the reviewing and re-engineering of business processes due to the dynamism of the technology and social trends.
Time scope 
The study focused on the time period of 7 years from 2012 up to 2018 because it was the period when UPPC’s performance underwent various investigations. 
Significance of the study 
The study is expected to be of practical significance to the following stakeholders:
The government
The government policy and decision makers hopefully will utilize the findings of the study to formulate and implement proper policies regulating Statutory Corporations in Uganda. 
Other Statutory Corporations
The study will contribute to improving the understanding of Corporate Governance practices in statutory corporations in Uganda, and the ways in which Corporations can implement good Corporate Governance practices that align with performance.  Many Corporations in Uganda will find the study very valuable to their operations and more so a benchmark to decisions to improve on governance.
The Board and management of UPPC
The importance of corporate governance arises from its influence on a corporation's ability to allocate resources efficiently, attract capital at low cost, and attain long-term sustainability. Therefore, the findings of the study will help the UPPC Board and management implement corporate governance initiatives that will enable the corporation to allocate resources efficiently for sustainable development.  The study will also provide a check list for the corporation’s status and policies which will guide the Board in the over sight role. When the Board improves on their oversight role, the resultant effect will be strengthening and improving on the performance of the corporation.
Researchers 
The study findings, conclusions and recommendations shall provide additional literature to the existing body of knowledge about Corporate Governance and performance and this shall act as a basis for future research. 
Institute of Corporate Governance in Uganda 
The study will act as a basis for the Institute to revise its policy framework for all state owned corporations on corporate governance issues.
Setting of the study
The Uganda Printing and Publishing Corporation (UPPC) is a State Corporation established by the Uganda Printing and Corporation Act of 1992 (Cap. 330 of the Laws of the Republic of Uganda). It started in 1902 as a government printing department that handles both governmental and private sector printing and publishing till 1992 when UPPC Act was passed that gave it a new identity.
UPPC is a Class 1 public enterprise responsible for printing Bills, Acts and official gazette of the Government of Uganda.  The Corporation is governed by a Board of Directors composed of eight (8) members appointed by the Minister who oversees its operations. The Corporation also has a management team led by the Managing Director.
Arrangement of the study 
This study was arranged according to chapters as indicated below:
Chapter one:  This presents the introduction of the study
Chapter two: It presents study literature. It highlights literature survey, literature review and the conceptual framework of the study 
Chapter three: This presents the research methodology. It highlights research design and data collection. 
Chapter Four:  This presents the demographic characteristics of respondents
Chapter five:  This presents findings on contribution of transparency to performance at UPPC.
Chapter Six: This presents findings on how accountability contributes to performance at UPPC
Chapter Seven:  This presents findings on how overall effectiveness has ensures good performance at UPPC
Chapter Eight:  This links the findings of literature review and suggest the way forward for Corporate Governance and performance at UPPC.  
Chapter Nine:  This presents the summary and conclusion to the study.

CHAPTER TWO:
STUDY LITERATURE
Introduction 
This Chapter presents the study literature. It is made up of three sections comprising the Literature Survey, Literature Review and the Conceptual Framework. In literature survey coverage extends to local research conducted in Uganda in relation with the topic of the study.  This section provides the gaps for this study to fill. The literature review section presents how similar problems have been handled elsewhere. It focuses on how it was handled in the different environments where these problems have occurred. The conceptual framework presents how the relationship between variables can be understood and analysed. It links the research findings with literature review to examine the extent to which the findings strengthen or oppose to the existing knowledge on the problem.
Literature survey 
A number of researches have been carried out on cooperate governance but a few of these studies have focused on Corporate Governance in relation to performance of Statutory Corporations in Uganda. Below are some of the major studies that were undertaken locally.
Tumuheki (2007) undertook a study on “Towards good corporate governance: An analysis of board composition reforms in Uganda. The study focused on Transparency, Fairness and Accountability as the constructs of board composition and their predictive strength on perceived performance in selected cases of failed, poorly and well performing organizations in Uganda. The results reveal strong significant positive correlation coefficients between Transparency, Fairness, Accountability and Perceived Performance.  Much as this study included transparency, fairness and accountability as constructs of corporate governance, it did not cover the contribution of effectiveness to performance within statutory corporations, which the current study focuses on.
Komakech (2008) looked at the impact of board composition and organizational performance among employees of Kampala Publishing Company limited. The study based on the following objectives: to find out the factors that contributes to organizational performance and to find out the effect of board size on organizational performance. The findings of the study revealed that factors like employees’ remuneration determine organizational performance. It was recommended that employees recognition, capacity building, involvement in decision making among others contribute to employees’ productivity. However, the study did not cover the influence of accountability to organizational performance specifically in Statutory Corporations.  This study therefore intended to close this gap.
Nkundabanyanga (2014) carried out a study on Governing boards and perceived performance of secondary schools in Uganda.  It focused on Board role performance, Finance committee role performance, Board size, Frequency of board meetings and Finance expertise of the board. The study results suggested that board role performance, finance committee role performance, frequency of meetings and finance expertise of governing boards have a significant effect on the schools’ performance. However this study did not relate board of directors with transparency and thus the need for the current study.
Literature Review
The concept of Corporate Governance in relation to performance is not unique to Uganda. Other scholars have focused on it in other countries.  The existence of divergent and sometimes conflicting objectives among corporate managers and shareholders has given rise to the design of many concepts and mechanisms to ensure that the cost associated with such divergent interests is minimal. One of the arrangements proposed to deal with this is Corporate Governance. It has been argued that the agency theory has been the most dominant in Corporate Governance. However, several other theories have emerged, all in an attempt to highlight the objective of a firm and how the firm should be responsible in meeting its obligations. These are discussed as below:
From the upper echelons perspective, it is envisaged that the board member values, attitudes and perceptions influence the performance of the organizations.  The theory measures how board members characteristics such as CEO overconfidence based on board members profile, age, and prior experience are significantly and negatively related to performance. However, board members education level and board members tenure are significantly and positively related to Board members leverage. Furthermore, it partitions the sample of companies based on board members’ gender, age and education level. In the board members gender group, females are greater risk takers as compared to male. With respect to board members age group, it shows that younger board members, females, and longer-serving board members are risk takers and more aggressive.

Agency Theory also known as the principal-agent theory is generally considered as the starting point for any debate on the issue of Corporate Governance emanating from “The Modern Corporation and Private Property”, the classical thesis by Berle and Means (1932). In this thesis, there is a profound description of a fundamental agency problem in modern firms due primarily to the separation between financing sources and management. Modern firms suffer from transparency and control challenges and are therefore run by professional managers (agents) who are not accountable to dispersed shareholders. This view fits into the principal-agent paradigm. In this regard, the fundamental question is how to ensure that managers carry out their fiduciary duty in order to reduce cost associated with principal-agent contract. The principals in this wise are confronted with two main problems. Apart from facing an adverse selection problem in that they are faced with selecting the most capable managers, they are also confronted with a moral hazard problem because they must give the agents (managers) the right incentives to put forth the appropriate effort and make decisions aligned with shareholder interests.

In a further description of agency relationship and cost, Jensen and Meckling (1976, p.4) describe agency relationship as a contract under which “one or more persons (principal) engage another person (agent) to perform some service on their behalf, which involves delegating some decision-making authority to the agent”. In this scenario, there exists a conflict of interests between managers or controlling shareholders and bondholders and outside or minority shareholders leading to the tendency that the former may extract “perquisites” (or perks) out of a firm’s resources and be less interested to pursue new profitable ventures. Agency costs include monitoring expenditures by the principal, such as auditing, budgeting, control and compensation systems; bonding expenditures by the agent; and residual loss due to divergence of interests between the principal and the agent. The share and the bond price that shareholders and bondholders respectively (as principal) pay reflect such agency costs. To increase firm value, one must therefore reduce agency costs.

The Board of Directors is expected to be made up of more non-executive directors for effective control. The reason behind this relies on the argument that it reduces the conflict of interest and ensures a board’s independence in monitoring and passing a fair and unbiased judgement on management;
It is expected that different individuals occupy the positions of CEO and board chairperson as this corrects the concentration of power in one individual and thus greatly reduces undue influencing of management and board members. 

‘Stakeholders theory holds that managers should make decisions that take account of all the interests of all stakeholders in a firm’ (Jensen 2001 p.8) the challenge then is how to reconcile the interest of different stakeholder. One can argue that if the decisions taken by a firm have more effect on other stakeholders than shareholders, then it’s not irrational to ask that these stakeholders interest be taken into considerations during the decision making process.
‘The stakeholder theory stipulates that a multipurpose corporate entity invariably seeks to provide a balance between the interests of its diverse stakeholders in order to ensure that each interest constituency receives some degree of satisfaction’ (Abrams, 1951).  The stakeholder theory is managerial because its shows and directs how managers operate rather than primarily addressing management theories and economists. The basic question that stakeholder theory seeks to address concerns the purpose of the firm. Identification of the firm’s purpose therefore becomes the driving force underlying its activities (Freeman et al. 2004). Stakeholder theory consequently highlights the responsibility of the firm to its various stakeholders and thus pushes management to design and employ appropriate methodologies to determine the nature of the relationship between the management and the interested parties in order to deliver on their purpose. There is a realisation that economic value is created by people who voluntarily come together and cooperate to improve everyone’s circumstances (Freeman et al., 2004).

Stakeholder theory has become more prominent because many researchers have recognised that the activities of a corporate entity impact on the external environment thereby requiring accountability of the organisation to a wider audience than simply its shareholders. For instance, McDonald and Puxty (1979, p.22) proposed that companies were no longer the instruments of shareholders alone but existed within society and therefore had responsibilities to that society. One must however; point out that wide recognition of this fact has been a rather recent phenomenon. 

Relating to the above discussion, John and Senbet (1998, p.87) have provided a comprehensive review of the Stakeholders theory of Corporate Governance. The main issue raised in the theory is the presence of many parties with competing interests in the operations of the firm. They also emphasised the role of non-market mechanisms such as the size of the board and committee structure as important to firm performance.
Jensen (2001,p.23) offered a critique of the Stakeholders theory for assuming a single-valued objective by identifying share and bondholders as the only interest group of a Corporate entity necessitating further exploration. An extension of the theory, the enlightened stakeholder theory, was proposed. However, problems relating to empirical testing of the extension have limited its relevance (Sanda et al., 2005).
Stewardship Theory posits that managerial opportunism is not relevant (Donaldson & Davis, 1991; Davis, Schoorman & Donaldson, 1997; Muth & Donaldson, 1998). According to the stewardship theory, a manager’s objective is primarily to maximise the firm’s performance because a manager’s need for achievement and success is satisfied when the initial condition of better firm performance is met. One key distinguishing feature of the theory of stewardship is that it replaces the lack of trust to which Agency theory refers with respect for authority and an inclination to ethical behaviour. In summary, the stewardship theory considers the following as essential for ensuring effective Corporate Governance in any entity:  Board of Directors: The involvement of non-executive directors is important to enhance the effectiveness of the board’s activities because executive directors have full knowledge of the firm’s operations. This is believed to enhance decision-making and to ensure the sustainability of the business;  Leadership: Contrary to the agency theory, the stewardship theory stipulates that the positions of CEO and board chair should be concentrated in the same individual, the reason being that it affords the CEO the opportunity to carry through a decision quickly and without the hindrance of undue bureaucracy;  Finally, it is argued that small board sizes should be encouraged to promote effective communication (transparency) and decision making.

Resource Dependency theory introduces a critical dimension to the debate on Corporate Governance, accessibility to resources, and the transparency and control.  It indicates that Board of Directors generally work as a link. Again, the theory points out that, in real practical terms, organisations usually tend to reduce the uncertainty of external influences to ensure that resources are available for their survival and development. By implication, this theory seems to suggest that the issue of the dichotomy between executive and non-executive directors is actually irrelevant. The theory indicates that what is relevant is the firm’s presence on the Boards of Directors of other organisations, to establish relationships in order to have access to resources in the form of information which could then be utilised to the firm’s advantage’.

It is clear from the foregoing analysis that the above schools of thought have but one single objective, namely proper Corporate Governance for enhanced performance, though they propose different approaches in addressing the fundamental objective. From the agency perspective, it is argued that the delegation of managerial responsibilities by principals (owners) to agents (managers) necessitates the presence of mechanisms that align the divergent interests of the Corporate constituencies or that ensures that managers use their delegated power to generate the highest possible return for the principals. As noted earlier, one of such mechanisms is effective Corporate Governance. In this vein, the governance mechanism seeks to protect the interests of all stakeholders in a firm’.

The structure of laws and accountability issues regarding Corporate Governance is changing worldwide and directors are being held responsible everyday for the success or failure of the companies they govern. Corporate boards are responsible for major decisions like changing corporation bylaws, issuing shares, declaring dividends, among others. This, to some extent, explains why discussions on Corporate Governance usually focus on boards. The board of directors is the “apex” of the controlling system in an organisation and it is there to monitor the activities of top management and to ensure that the interests of shareholders are protected (Jensen, 1993, p 25; Short et al., 1999, p. 25). It acts as the fulcrum between the owners and controllers of the corporation (Monks & Minow, 2001, p. 25). It is the single most important Corporate Governance mechanism (Blair, 1995, p. 25). The board of directors is the institution to which managers of a company are accountable before the law for the company’s activities (Oxford Analytica Ltd, 1992:7). Studies have shown that boards of directors are effective mechanism for effective monitoring of managers (Byrd & Hickman, 1992; Fama & Jensen, 1983). Again, Fama and Jensen (1983) extend the argument that boards will be able to effectively monitor management when there are more non-executive directors on the board. According to Tricker (1984), the regulation of companies is necessary to prevent the abuse of Corporate power and make the Board of Directors effective. Apart from the duty of loyalty to the company’s shareholders, the board is also responsible for exercising due diligence in decision making. Specifically, it selects, evaluates, and if necessary, replaces the CEO based on performance. 
It is widely claimed that good corporate governance enhances a firm’s performance (Brickley et al., 1994; Brickley & James, 1987; Byrd & Hickman, 1992; Chung et al., 2003; Hossain et al., 2000; Lee et al., 1992; Rosenstein & Wyatt, 1990; Weisbach, 1988). In spite of the generally accepted notion that effective Corporate Governance enhances firm performance, other studies have reported a negative relationship between Corporate Governance and firm performance (Bathala & Rao, 1995; Hutchinson, 2002), or find that there is no relationship between Corporate Governance and firm performance (Park & Shin, 2003; Prevost et al., 2002; Singh & Davidson, 2003; Young, 2003). Reasons for such inconsistencies are several and varying. Some have argued that the restrictive use of either publicly available data or survey data could be part of the problem. It has also been pointed out that the nature of performance measures (that is. restrictive use of accounting-based measures such as return on assets (ROA), Return On Equity (ROE), return on capital employed (ROCE) or restrictive use of market-based measures (such as Market value of equities) could also contribute to this inconsistency (Gani & Jermias, 2006). Furthermore, it has been argued that the “theoretical and empirical literature in Corporate governance considers the relationship between Corporate performance and ownership or structure of boards of directors mostly using only two of these variables at a time” (Krivogorsky, 2006). For instance, Hermalin and Weisbach (1991) and McAvoy et al. (1983) studied the correlation between board composition and performance while Hermalin and Weisbach (1991), Himmelberg et al. (1999), and Demsetz and Villalonga (2001) studied the relationship between managerial ownership and firm performance. Thus, to address some of these problems, it is recommended that a look at Corporate Governance and its correlation with firm performance should take these issues into account. The study adds to the literature by employing both market-based and accounting-based performance measures namely return on assets among others and relating these to governance variables on board characteristics as a proxy for governance. In addition to board characteristics, there is also board activity intensity (using the frequency of board meetings on annual basis), as well as audit committee practices and characteristics. 

Corporate governance is a popular topic in many booming markets including China and some South Asian countries. Especially after suffered financial crisis in 1998, corporate and investors realized how important to establish efficient governance mechanism in capital market. Indeed corporate governance is one of the most popular topics in resent years. “Corporate governance, which is the way in which companies are controlled, directed and made accountable, has become the focus of much academic and practitioner interest.”(Conyon&Peck, 1998, p291) the primary issue that corporate governance tries to resolve is the agency problem, which rises from the conflicts of interest between the principals (shareholders) and agents (managers), a product of the transparency  and control.”(Liu and Fong, 2010) In Conyon and Peck(1998) they explained that the issue of corporate governance appeared ever since the traditional model of “owner-managed firm “was replaced by transparency  from decision-making control. “Under this separation, ownership confers a number of rights in return for bearing uninsurable risk.”(Conyon&Peck, 1998, p292) It indicates that when management and ownership are being separated, it is possible that there is a “conflict of interest “between them.
If taking more types of agency problems into consideration, the definition of corporate governance will reach a broader range. Denis and McConnell (2003) think corporate governance is a summation of enterprise internal mechanism and external mechanism; it can spur the management, who might have a tendency to chase personal benefit, to make decision by the rule of maximizing the value of shareholders. Generally speaking, internal mechanism and external mechanism are two different approaches to solve the potential conflicts between owners and management, large and small shareholders. External mechanism includes legal system, function of protecting small shareholders interest, and market competitions, etc. Internal mechanism includes board of directors, top management team, and disclosure of accounting information, etc. This study will review literatures on board of directors and to examine if there is any or what kind of impact of board composition on “performance (Ofiafoh, & Imoisili, 2010).
Spong and Sullivan (2007) consider a sample of 143 state-chartered community Corporations in America’s Midwest, and consistently with financial theory, report a positive correlation between improving corporation performance and the reduction in principal-agent problems.
Trayler (2007) uses key governance variables which are based on board characteristics (such as number of directors, percentage of inside directors, independent chairperson, statement from the board on Corporate Governance, statement from the board on risk direction for Corporation, and the existence of a risk committee) to evaluate Return On Assets (ROA), Return On Equity (ROE), equity to assets, and provision for loan losses to loans. The multiple regression analysis results show that the coefficients for internal directors and independent chairperson are negative and statistically significant at 1 per cent. This means a lower proportion of internal directors will improve the corporation performance. The same is true for an internal chairperson, which is at odds with the legal requirement by some countries and or stock exchanges for an independent chairperson.

Adams and Mehran (2003) describe the differences and similarities of unregulated manufacturing firms and regulated Corporation Holding Companies (BHCs).  In their sample of thirty five BHC companies for the period 1986-1996, they consider a number of governance variables or proxies such as: the board size and composition, number of committees and meetings, compensation schemes for CEOs, ownership structure, and few other that have received attention by researchers in economics, law, management, and organisation. 

Spira (2003) also observes that in the description of the roles of the Audit Committee terms such as to review; to discuss; to recommend; to undertake; to examine among others, are used to indicate the nature of their responsibilities. Essentially, they are terms that suggest oversight functions on activities or roles performed by a third party. This may be over members of the company staff such as internal control personnel or the management or over persons or entities employed by the firm such as the external auditor. She further suggested that the Audit Committee essentially plays the following advisory roles: “the Audit Committee is a subcommittee of the main board of directors, with a remit covering issues relating to financial reporting, audit and internal financial control. It has no decision making powers and does not report directly to company shareholders. Its “output” consists of reports and recommendations to the main board, offering assurance by providing formal evidence of its oversight activities. Its role is advisory and largely reactive” (Spira, 2003:182). 
Bergstresser and Philippon (2006) examine the relationship between accruals and managerial ownership for one year, 1996, and find evidence that the more closely a CEO’s compensation is tied to the value of stock and options, the more likely it is that discretionary accruals will be used to manipulate profits. Teshima and Shuto (2008) examine the effect of managerial ownership on earnings management using discretionary accruals. 
David Carse, Deputy Chief Executive of the Hong Kong Monetary Authority, observed in 2000 that: “Corporate Governance is of course not just important for Corporations. It is something that needs to be addressed in relation to all companies’ sound Corporate Governance is particularly important for Corporations. He further stated that, “the rapid changes brought about by globalization, deregulation and are increasing the risks in incorporating systems. Moreover, unlike other companies, most of the funds used by Corporations to conduct their business belong to their creditors, in particular to their depositors. Linked to this is the fact that the failure of a Corporation affects not only its own stakeholders, but may have a systemic impact on the stability of other corporations. All the more reason therefore is to try to ensure that Corporations are properly managed.” 
According to Mark (2000), ‘Corporate Governance is about building credibility, ensuring transparency and accountability as well as maintaining an effective channel of information disclosure that would foster good Corporate performance’. ‘It is also about how to build trust and sustain confidence among the various interest groups that make up an organization’. Indeed the outcome of a survey by Mckinsey in collaboration with the World Corporation in June 2000, p.19 ‘attested to the strong link between Corporate Governance and stakeholder confidence’.

According to Steyn, (2002), ‘the role of the Board in creating an environment where a corporation can succeed is the key to future success of the business. The board should work to ensure that it builds a united, cohesive and coordinated team working towards the main goal of attaining desired Corporate performance’. ‘Also directors can be held personally liable for the corporation’s misfortunes, which can lead to being removed from office by disgruntled shareholders Directors have a duty to look after the company and its business in a proper manner. There is need for greater control over Corporate entities due to the increasing concern about Corporate failures and the need for better monitoring'.

In a conclusion, effective management of organizational resources requires good Corporate Governance practice particularly in Statutory Corporations where there is management/shareholders separation. It is widely claimed that good Corporate Governance enhances a firm’s performance. However, the findings of Miringu and Muoria (2011 twenty-nine (29) Nepalese banks for a period of six (6) via the use of regression analysis, shows that outside directors have positive and significant effect on the bank performance. This is also the position taken by Maher (2012). The code of board composition emphasizes board composition that has qualitative, qualified, experienced members and people of proven integrity (Monks and Minow, 2006). they argued that the board of directors’ ability to monitor and advise a firm depends on their influence, competence and experience. This will reduce fraud and increase performance.
Within the firm as a whole, many corporations have already enshrined age diversity as a goal or as stated policy. In the UK, the first Code of Practice on Age Diversity in Employment was written in 1999 and provides a voluntary set of measures to improve the fairness and performance of the company across six topics: recruitment, selection, promotion, training and development, redundancy and retirement. According to results from the UK drive towards greater age diversity, firms who are positive report higher staff morale, higher productivity and access to a wider customer base (Department for Work and Pensions, 2002). These topics and reports map to all three of the paradigms we have examined (discrimination/fairness, access/legitimacy and learning/effectiveness), of which we are particularly interested in the latter two - the ones most closely linked with the resource dependency theory and positive reports. These latter paradigms require more than statistical fulfillment of diversity quotas within the corporation.
Hong and Page (2004) applied a mathematical model to prove that “diversity trumps ability”, but this model disregarded the learning component and examined only a snapshot in time. Nevertheless, given a heterogeneous group of people and a hard problem - hard being defined as beyond the ability of any one person to solve - their model predicts that a random selection of problem-solvers will be more efficient than a similarly sized selection picked for having top scores in a relevant test. Their result rests upon the idea that as the population from which to choose grows, the top scoring problem-solvers will become more and more similar, causing the random selection to be more and more diverse, which improves the ability for decision making.

Conceptual Framework
Overall, the existing literature on how good Corporate Governance contributes to improving the credibility of performance and prevents aggressive earning management practices is not well developed and has several limitations. No single research thus far, has undertaken a comprehensive study of the relationship between board’s effectiveness and performance. 
Overall, the Corporate Governance and performance literature suggests that ownership structures influence the credibility of Board performance. Regarding managerial ownership, the overwhelming majority of prior studies suggest that low managerial ownership is a good governance attribute, and this runs counter to the proposition of agency theory.  However, the review of the results indicates that high institutional ownership is associated with less earning management. The review of the prior studies of the association between block holders ownership and earnings management shows inconclusive results. Some results suggest that block holders may behave in aggressive ways and collude with managers against the shareholders’ interests, while other researchers find the opposite. Therefore, there is a need to comprehensively study the influence of transparent policies, accountable appraisals and board effectiveness to performance of Statutory Corporations in Uganda.  
The independent variable is Corporate Governance while dependent variable performance. The independent variable has been analyzed on the basis of transparent policies, Accountable appraisal and overall effectiveness.  On the other hand the dependent variable is measured in terms of clear business processes, trend of Business Growth and public image.  The conceptual framework below illustrates the relationship between Corporate Governance and performance.

Performance 
•	Clear business processes
•	Trend of business Growth
•	Public image 

Independent Variable						Dependent Variable      
Corporate Governance
•	Transparent policy formulation
•	Accountable appraisal and evaluation
•	Overall effectiveness 

•	Regulatory Framework
•	Information technological trend
•	Economic trend

Intervening Variable

Source: Developed by the researcher (2019)	
Fig. 2.1 Conceptual Framework
The framework illustrates the relationship between corporate governances as an independent variable and its constructs of; transparent policy, accountable appraisal and overall effectiveness as well as performance as a dependent variable viewed from the angle of clear business processes, trend of business growth and public image. However, there are intervening variables that link corporate governance to performance.  These include regulatory framework, information technological trend and economic trend.

CHAPTER THREE:
RESEARCH METHODOLOGY
Introduction
This chapter presents research methodology. It highlights research design and data collection. It describes and discusses the research design, study population, sample size determination, sampling techniques, data collection methods, data collection instruments, validity and reliability, data collection procedures, data analysis, measurement of variables and ethical considerations. 
Research design
The study research design was based on Research approach, Research strategy, and Research duration and Research classification as described here below.
Research approach
The study employed the positivism-phenomenology approach in conducting this research. The combination was necessary in order to describe what is happening in the Corporation. The study used hypothesis and explaining; and also quantitative and qualitative data approaches.
 Research strategy
The case study strategy was chosen in preference to other research strategies because it allows the collection of large amount of data from a considerable population in a highly economical way. The major source of data included: questionnaires, interviews and secondary data. The researcher adopted a case study due to the difficult to establish what goes on in regard to corporate governance in Statutory Corporations in Uganda. Without a case study approach, conducting such a study would require enormous resources. In attempting to be effective in answering how Statutory Corporations comply with the corporate governance policy framework and why they do what they do. The Corporation is a representative of the group of many other statutory corporations in Uganda and face similar challenges in regard to Corporate Governance and performance. The case study strategy was employed to analyze how the objectives are handled and their effects on performance.   

Research duration
The study employed a longitudinal study where the researcher conducted several observations over a period of time.  It took a period of four months from April to august 2019 and considered UPPC’s reports of seven years that is from 2012 to 2018 and this is the time when the Corporation highly experienced Corporate Governance challenges.  Judgments made overtime were the key issue in designing questionnaires, in focus group discussions and interviews. This was a representative of issues and phenomena over a given period of time but information picked at a point in time. However the process of conception through proposal writing and execution of the research project took more than one year.
Research classification
The study employed both quantitative and qualitative approaches. This was done in order to find out what is happening, profiling the situation and examining the relationship between Corporate Governance and performance of statutory corporations in Uganda. The study aimed at establishing how the independent variable (Corporate Governance) impinges on the dependent variable (performance) Quantitative data was collected to present the occurrence in terms of numbers and figures while qualitative data was collected to explain the occurrences in depth.
Study Limitation 
Secrecy
The study area is perceived as sensitive by many respondents because it involved matters of confidential information that could not be revealed. This was overcome by assuring the respondents of their anonymity and proving to them that the study is strictly for academic purposes. 
Biased clients
The researcher met people who were resistant to reveal information about their institution and who ended up giving the wrong information.  This was solved by inferring to secondary data for approval of given information.
Failure to understand the questionnaires
Some questions on the questionnaires were not understood by the respondents thus resulting in unreliable information.  Focus group discussions helped to offer information missed here.
Financial constraints
The researcher required and used a lot of money for travelling, typing and printing questionnaires.  
Time 
The researcher faced time limitations since the research required a lot of work. The quantitative measure was given out by a structured questionnaire divided into two sections. It evaluated former and current board members, top management teams and chief executives offices on accountability, transparency, and effectiveness and performance.  In an effort to solve the time challenge, the researcher chose the longitudinal approach to reaserch.
Study population
Population refers to an entire group of individuals, events or objects having a common observable characteristic” as Mugenda and Mugenda (2003) posit.  According to Gronros (2007), study population is a study of a group of individuals taken from the general population who shared a common characteristic, such as age, sex, or health condition. The study population comprised 51  respondents categorized as follows, Current Board (8),  Members from the Previous Boards (15), Former Managing Directors (4), Executive officers (8) Office of the President (8), Parastatal Monitoring Unit(4) and Representative of Ministry of Finance (4) as reflected in the Table 3.1.
Sampling methods
There are several alternative ways of taking a sample but the study used non-probability method. 
Non-probability:  Sampling the probability of any particular element of the population being chosen is unknown. The selection of units in non-probability sampling is quite arbitrary, as researchers rely heavily on personal judgment. It should be noted that there are no appropriate statistical techniques for measuring random sampling error from a non-probability sample. Thus projecting the data beyond the sample is statistically inappropriate. Nevertheless, there are occasions when non-probability samples are best suited for the researcher's purpose.
Sampling techniques
Census Sampling: A census according to Mugenda and Mugenda (2003) refers to complete enumeration in which all respondents in the category enumerated for interviews in the study. This method was used because it provided a true measure of the population (no sampling error). Collecting data by census from the UPPC, attached to the study, provided detailed benchmark data and information about corporate governance and performance.
Sample Size
 The sample size comprised of 51 respondents and according to Sekaran (2003) contends that, a sample size larger than 30 but less than 500 is appropriate for most studies and this is in agreement with the current study. The distribution of the population and sample size followed the census technique as indicated in the table 3.1:
Table: 3.1: Sample Size and Sampling Techniques
Category of respondents	Population	Sample size	Sampling Techniques	
Current Board	8	8	Census 	
Members from the Previous Boards	15	15	Census 	
Former Managing Directors	4	4	Census 	
Executive officers	8	8	Census 	
Office of the President	8	8	Census 	
Representative of Ministry of Finance	4	4	Census 	
Parastatal Monitoring Unit	4	4	Census 	
Total	51	51		
Source; Primary Data (2019)
Procedures of data collection
The researcher obtained a supporting letter from the school signed by the dean explaining the objectives of the research addressed to the UPPC. The researcher got permission and the cover letter assured respondents of confidentiality of the data that was provided. Prior arrangements with the respondents were made and the researcher made arrangements for the facilitation and security of the collected data and how it was analyzed.
Data Collection Methods
The study used data collection methods of interviewing, focus group discussion (primary data collection) and documentary review (secondary data collection). 
Interviewing
The study used interviewing to all the respondents of UPPC; Current Board, members from the Previous Boards, Former Managing Directors and representatives from the Ministries in order to get clear information. This was used to clarify the data collected from questionnaires. It was also used in order to add more information which has not been got from questionnaires and documentaries. The advantage of using interviewing is that, it allowed on spot explanations, adjustments and variation which are identified during data collection process and through respondent’s incidental comments, use of facial and body expressions, tone of voice, gestures, feelings and attitudes (Amin, 2005). The study also adopted this method because it gave an opportunity to probe further in-depth information especially where the questions are not understood. It helps in Capturing verbal and non-verbal questions, it Keeps the researcher more focused during data collection, the interviewer is the one that has control over the interview and can keep the interviewee focused and on track to completion.
Focus group discussion
The researcher held group discussion with respondents and while using this method, the researcher grouped the respondents according to their sex and age group in order to get differences and similarities in their views.  
Documentary Review
The researcher checked the available literatures that concern UPPC. This included documents like Annual Reports from UPPC, Investigation Reports, and Strategic plans, Forensic Audit Report, Financial Reports, Policies, Governance Charter, UPPC Act Cap 330 and Journals. The study critically analysed the records to get the appropriate writings that concerns UPPC.  The advantages in conducting documentary research were that, the researcher had access to information that was difficult to get from people in a formal research interview. It helped the researcher in collection of data over a longer period of time as well as larger samples than might be collected from questionnaires or interviews. It also helped the researcher to access some documents that contain spontaneous information, such as feelings and refer to actions that are recorded in a specific context, not with a view to answering a particular research question. 
The researcher also obtained secondary data from various sources including management reports, journals from Nkumba University library and the internet.  At all times, the researcher ensured that the exercise was conduct within the ethical guidelines issued by Nkumba University.
Confidential documents for example IGG reports on performance of UPPC, Forensic Audit reports by Auditor General among others gave the researcher an insight on thw stakeholder’s perspective.  The documents reviewed by the researcher included journal among others because the documents were easily accessible and already located in workplace and on the internet. 
Data collection instruments
Self-administered questionnaire
According to Babbie and Mouton (2001) a questionnaire is a set of written questions or statements to which the research subjects are to respond in order to provide data which is relevant to a research topic. The questionnaire was administered from office to office since all respondents were confined in one location. This was one of the best data collection instrument used in collecting from the respondents of UPPC main since they could read and understand and conceptualized ideas. 
The questionnaires were structured with close ended questions and structured questions (as reflected in Appendix A). It was formulated from the study objectives. The study used questionnaires because of the nature of the data which sought for feelings and perceptions of respondents given the time available and the objective of the study.  Questionnaires were used to avoid subjectivity that results from close contact between researcher and the respondents. The questionnaire was preferred because it was used to collect a lot of information over a short time and less expensive. 
Focus group discussion guide
Focus Group Discussion was another method used in data collection instrument on Corporate Governance and performance of UPPC. Krueger, (1988) defines a focus group as “a carefully planned discussion designed to obtain perceptions in a defined area of interest in permissive non-treating environment”. In this study the researcher conducted discussion with groups of participants.
The researcher used Focus Group Discussion guide as important method of data collection instrument to triangulate method of data collection for the purpose of validity and reliability of information collected since through Focus Group Discussion it is possible to assess the diversity of views quickly from participants” (Patton et al., 2002).
Focus Group Discussion was adopted because it is cost-effective method of data collection. Patton (2002) argued that “in one hour, you can gather information from eight instead of one”. Similarly Krueger (1994) holds that “focus group discussion is widely accepted in making research because they produce believable results at reasonable cost”. “Focus group discussion enabled the researcher to explore in-depth information on how people think at an issue under investigation within short period of time”.
The respondents from the Corporation were invited for a group focused discussions. The major issues explored by this instrument were to examine how Corporate Governance has impacted on performance of UPPC overseeing the effectiveness of its board members, assessing how Corporate Governance helped in carrying out appraisals and evaluation for accountability on performance of UPPC to achieve the highest standards and deliver value for its customers and clients.  The discussion further examined how Corporate Governance has established transparent policies and how often are they reviewed policy and its impact on performance of UPPC.
Interviewing guide
The researcher also used interview guide to collect data from the respondents (Appendix B). The interview guide was preferred because most respondents are not in fixed places where questionnaires was delivered and picked later. This method was also preferred because it generated a wide range of responses and hence facilitated the collection of rich data. The interview guide easily collected data from the primary source which was used to collect firsthand information for this study. 
Data Quality Control
Validity and reliability were used to measure the variables. 
Reliability of instruments.
It is the ability of the instrument to collect the same data which is consistent, reliable to the previous results after repeated trials or tests (Gravetter and Forzano, 2009). The researcher repeated the procedures of data collection with appropriate instruments to discover reliability. There was a pre- test and the result got was used to verify the reliability of the data. According to Sekaran (2000) Alpha values for each variable under study should not be less than 0.6 for the instruments to be deemed reliable.

Cronbach's Alpha

The Cronbach Alpha value was computed to test the reliability of the items in the questionnaire on the background information of respondents and independent and dependent variables and the value of 0.865 for 46 items was generated as indicated in table 3.2 below. Since the alpha value was above the benchmark value of 0.6, it implies that the instruments were reliable.
Table3.2: Reliability Statistics
Cronbach's Alpha	No. of Items	
993	46	
Source: Primary data (2019)

Validity
To establish validity, the researcher pre-tested the questionnaires within the UPPC. The study therefore used an experts’ opinion from the supervisor to confirm the correctness of the instrument by reformulating the statements which the respondents pointed out to be unclear and those that were not directly related to the study.
Data processing
Data from the filled questionnaires was compiled, edited, sorted, classified and then entered into the computer using the SPSS package to generate data analysis. 
Data analysis
Quantitative analysis
Data was obtained from close-ended responses and were analyzed using the descriptive option of SPSS (Statistical package social scientist Version 20.0) computer package. This method is preferred because it is modern, faster and simplifies the analyzing of data. This involved transforming the options to each item in the administered instruments into codes. The codes that was used are “1” “2” “3” “4” and “5” where 5 represented strongly disagree, 2 Disagree, 3 neither agree nor disagree, 4 Agree and 5 strongly agree respectively. Data analysis from questionnaires was done by categorizing responses into frequency counts and percentages. The Pearson’s correlation co-efficient method was used because it is the most appropriate for determining whether there is a linear relationship between independent variable (IV) and Dependent Variable (DV) is quantitative data. Pearson’s product moment correlation is most suitable since it enables the researcher to identify whether there is a linear relationship between board’s effectiveness and performance, accountability and performance, and transparency  on  performance of UPPC. Quantitative data results were presented in form of tables to enhance proper understanding of data while qualitative results were presented in a narrative form.

Qualitative analysis
This was used to analyze all data collected using interview guides and it was done basing on existing sub themes in other words thematic analysis was used. The results were then intergraded into quantitative statistics generated from the questionnaires.

Ethical Consideration
The researcher assured the respondents of confidentiality of the information that was obtained from the field. Ethical letter (Appendix C) was submitted to the respondents to re-assure them of confidentiality of the information they provide. Saunders (2009) stated that “Ethic refers to the appropriateness of your behaviour in relation to the rights of those who became the subject of your work, or are affected by it.” They indicated that access and ethics are really important for the success of any research. It is necessary to pay more attention on how to get access to the data required and acting ethically.

CHAPTER FOUR:
DEMOGRAPHIC CHARACTERISTICS OF RESPONDENTS
Background information of respondents
This section presents the demographic characteristics of respondents (that is. gender, marital status, age, the number years of services in UPPC, highest level of education and levels of management). The study distributed 51 questionnaires.  However, only 46 were filled and returned making a response rate of 90%, thus used for data analysis and interpretation.
Respondents by gender  
Respondents were asked to reflect their sex and the responses are shown in the table below. 
Table: 4.1 Distribution of respondents by Gender
	Frequency	Percent	Valid Percent	
Valid	Female	18	39.1	39.1	
	Male	28	60.9	60.9	
	Total	46	100.0	100.0	
Source: Primary data (2019)

According to table 4.1, Males dominated the sample by contributing 60.9% of the respondents compared to 39.1% females suggesting males are the majority in occupying UPPC governance structure.
Respondents by marital status
The study also sought to ascertain the marital status of the respondents that participated in the study and results obtained are summarized in table 4.2:

Table: 4.2: Marital status
	Frequency	Percent	Valid Percent	
Valid	Single 	15	32.6	32.6	
	Married	27	58.7	58.7	
	Widow	4	8.7	8.7	
	Total	46	100.0	100.0	
Source: Primary data (2019)

Findings of the study in the table 4.2 above show that, of the total respondents used in the study, 15(32.6%) were single, 27(58.7%) were married, 4(8.7%) were widows. This implies that the researcher used a considerable number of respondents from the selected study and all members had an equal chance of participating in the study. However, the majority (58.7%) of the respondents at UPPC were married. This indicated that the married people comprise the largest number of people who responded to questions because of the value they attached to the research topic. 

Respondents by years of service in UPPC
The study sought to ascertain the years of service at UPPC and results obtained are summarized in the table below:
Table:  4.3: Years of service in UPPC
	Frequency	Percent	Valid Percent	
Valid	Below 5 years	15	32.6	32.6	
	5 - 10 years	20	43.5	43.5	
	10 years and above	11	23.9	23.9	
	Total	46	100.0	100.0	
Source: Primary data (2019)

Research findings indicated that majority of the respondents (43.5%) had worked with UPPC between 5 – 10 years. Findings revealed that those who had worked with the institution for less than five year were only 32.6% and those who had worked with the institution for over 10 years were 43.9%. Since the majority had worked with the institution for over five years, this indicated that the respondents had enough information and experience in the corporation and therefore were familiar with the issues to do with Corporate Governance and performance of UPPC.
Respondents by age 
The study sought to ascertain the age of the respondents who participated in the study and results obtained are summarized in the table below:
Table: 4.4: Age group
	Frequency	Percent	
Valid	20 - 30 years	5	10.9	
	30 - 40 years	9	19.6 	
	40 - 50 years	20	43.5	
	50 and above	12	26.1	
	Total	46	100.0	
Source: Primary data (2019)
Table 4.4 shows that 20 – 30 years contributed 10.9% of the respondents, 30 – 40 years age bracket (19.6%), 40 – 50 years contributed to 43.5% and 50 years and above age bracket (26.1). This implies that UPPC has an elderly population in the governance setion that is well acquainted with matters of Corporate Governance to the sector.
Respondents by highest level of education
The study sought to ascertain the highest level of education of the respondents that participated in the study and results obtained are summarized in the table below:
Table: 4.5: Highest level of education
	Frequency	Percent	Valid Percent	
Valid	Post graduate	5	10.9	10.9	
	Bachelor’s Degree	33	71.7	71.7	
	Diploma	7	15.2	15.2	
	Certificate	1	2.2	2.2	
	Total	46	100.0	100.0	
Source: Primary data (2019)
According to table 4.5, 5(10.9) of the respondents had qualifications of post graduate, 33(71.7) had a bachelors degree, 7(15.2) had a diploma while those with certificates were 1(2.2). Most respondents in UPPC had a Bachelors Degree which suggests that majority (82.6%) people handling governance at UPPC are moderately qualified and were able to adequately respond to the questions in the questionnaire used in the survey.

CHAPTER FIVE:
TRANSPARENT POLICY FORMULATION AND REVIEW AND PERFORMANCE OF UPPC
Introduction 
This chapter is a presentation and analysis of the study findings on objective number one which sought to find out the influence of transparent policy formulation and review on performance at UPPC.  To examine how the Board of Directors at UPPC formulate and review policy with the aim of ensuring a transparent system, respondents were asked several questions. The findings, analysis and discussions are as shown in the proceeding tables. 

Transparent policy formulation and review creates the need for independent monitoring and control;
Respondents were asked to state whether transparent policy formulation and review creates the need for independent monitoring and control. The respondents’ responses were summarised in table below.

Table 5.1: Transparent policy formulation and review creates the need for independent monitoring and control.
	Frequency	Percent	Valid Percent	
Valid	Strongly disagree	2	4.3	4.3	
	Disagree	15	32.6	32.6	
	Neutral	7	15.2	15.2	
	Agree	22	47.8	47.8	
	Strongly agree	0	0	0	
	Total	46	100.0	100.0	
Source: Primary data (2019)

Table 5.1 above, shows 22(47.8%) of the respondents were in agreement that transparent policy formulation and review creates the need for independent monitoring and control, 7(15.2%) were neutral while 17(36.9) disagreed meaning the corporation sometimes fails to follow good practice of transparency in Corporate Governance and this could be among the most important internal factors which have overtime affected the governance of the UPPC. This implies that in the Corporation, Corporate Governance is therefore an affair of management and the board, affecting how they formulate policies and regulations; and how they fulfill the obligation of transparency to shareholders taking into account the interests of stakeholders.  

Transparent policy formulation and review leads to good relationship between Board of Directors and Shareholder 
Respondents were asked whether transparent policy formulation and review leads to good relationship between Board of Directors and stakeholders. The respondents responses was summarized in table below.
Table5.2: Transparent policy formulation and review leads to a good relationship between Board of Directors and stakeholders
	Frequency	Percent	Valid Percent	
Valid	Strongly disagree	1	2.2	2.2	
	Disagree	10	21.7	21.7	
	Neutral	10	21.7	21.7	
	Agree	23	50.0	50.0	
	Strongly agree	2	4.3	4.3	
	Total	46	100.0	100.0	
Source: Primary data (2019)

Findings in table 5.2 indicates that 25(54.3%) of the respondents were cumulatively in agreement that transparent policy formulation and review leads to good relationship between Board of Directors and shareholder, 10(21.7%) were neutral while 11(23.9) cumulatively disagreed. This implies that a transparent system in policy formulation will work as a basis of improved performance in that it ensures a healthy relationship between Board of Directors and stakeholders.  Therefore there is need for the Board of Directors at UPPC to keep high levels of transparency while formulating and reviewing corporation policies.  According to UPPC Annual Report (2017), high level transparency is one of the inherent features of Corporation’s activities.  
Transparent policy formulation and review reduces the collusion between Board of Directors and stakeholders 
The study asked respondents whether transparent policy formulation and review reduces the collusion between Board of Directors and stakeholders in UPPC. The respondents’ responses are summarized in table below.
Table: 5.3: Transparent policy formulation and review reduces the collusion between Board of Directors and stakeholders.
	Frequency	Percent	Valid Percent	
Valid	Strongly disagree	5	10.9	10.9	
	Disagree	23	50.0	50.0	
	Neutral	8	17.4	17.4	
	Agree	10	21.7	21.7	
	Strongly Agree	0	0	0	
	Total	46	100.0	100.0	
Source: Primary data (2019)
Table 5.3 above indicates that 28(60.9%) of the respondents were in disagreement that transparent policy formulation and review reduces the collusion between management and stakeholders, 8(17.4%) were neutral while 10(21.7) agreed. This implies that any occurrences of collusion between Board of Directors and stakeholders at UPPC are majorly as a result of other factors rather than a transparent policy.  In addition, UPPC should continuously reduce the inefficiencies in corporate governance which are often associated with the specific structures and guidelines that limit transparency by re-engineering business processes that allow transparency.

Transparent policy formulation and review creates pressure from the way the Corporation is run 
When asked whether transparent policy formulation and review creates pressure from the way the Corporation is run, the respondent responses were summarized in table below.
Table5.4: Transparent policy formulation and review creates pressure from the way the Corporation is run 
	Frequency	Percent	Valid Percent	
Valid	Disagree	14	30.4	30.4	
	Neutral	12	26.1	26.1	
	Agree	20	43.5	43.5	
	Total	46	100.0	100.0	
Source: Primary data (2019)
According to table 5.4 above, 20 (30.4%) of the respondents agreed that there is strong pressure from stakeholders on the way the corporation should be run, 12 (26.1%) were neutral while 14(30.4) disagreed. The neutral nature of responses implies a governance team that is not familiar with corporate governance principles and is not even concerned about the Corporation’s business.  This practically implies that most likely activities at UPPC are being handled as individual based rather than discussions and consent.  More still, findings show that the weak systems of Corporate Governance at UPPC continue to emphasize the need to improve and reform the Corporation’s Governance as also evidenced by the IGG Investigation report on Corporation’s performance of 2016.  Therefore Board of Directors has to continue prioritizing and embracing transparency for improved performance.
All people are involved in policy formulation and review  
The study asked respondents whether all people are involved in policy formulation and review; and their response was summarized in the table below.

Table: 5.5:  All people are involved in policy formulation and review  
	Frequency	Percent	Valid Percent	
Valid	Strongly Disagree	2	4.3	4.3	
	Disagree	12	26.1	26.1	
	Neutral	2	4.3	4.3	
	Agree	27	58.7	58.7	
	Strongly agree	3	6.5	6.5	
	Total	46	100.0	100.0	
Source: Primary data (2019)
According to findings in table 5.5 above, 30(65.2%) of the respondents were cumulatively in agreement that all people are involved in policy formulation and review, 2(4.3%) were neutral while 14(30.4) cumulatively disagreed. This implies that the Corporation allows stakeholder involvement in policy formulation and review.  Accordingly, effective governance is the ability and willingness of Corporation board of directors to challenge management to always engage in dialogue with other stakeholders to ensure that the Corporation’s policies and regulations take into account the wide range of factors that could affect stakeholders. 
Management control is in the hands of the managers 
The study asked respondents to state whether management control is in the hands of the managers. The respondent response was summarized in the table below.
Table5.6: Management control is in the hands of the managers 
	Frequency	Percent	Valid Percent	
Valid	Strongly disagree	2	4.3	4.3	
	Disagree	10	21.7	21.7	
	Neutral	11	23.9	23.9	
	Agree	20	43.5	43.5	
	Strongly agree	3	6.5	6.5	
	Total	46	100.0	100.0	
Source: Primary data (2019)

According to table 5.6 above, 23(50%) of the respondents agreed that management control in the hands of the managers, 11(23.9%) were neutral while 14(26%) disagreed. This implies that board of directors is not in full control of the governance of the Corporation.  Control by management denies the Board access to valuable information which would otherwise be used to come up with clear policies. However, management must be transparent to the board of directors in order to facilitate transparent policies.  Policies should not be confidential documents but for stakeholders to know how to relate.
There are no conflicts between the minority board members and managers
Respondents were asked whether there are no conflicts between the minority board members and managers. The respondent response was summarised in the table below.
Table 5.7: There are no conflicts between the minority board members and managers
	Frequency	Percent	Valid Percent	
Valid	Strongly disagree	4	8.7	8.7	
	Disagree	20	43.5 	43.5 	
	Neutral	14	30.4	30.4	
	Agree	6	13.0	13.0	
	Strongly agree	2	4.3	4.3	
	Total	46	100.0	100.0	
Source: Primary data (2019)

According to Table 5.7 above, 8(17.3%) of the respondents were cumulatively in agreement that there are no conflicts between the minority board members and managers, 14(30.4%) were neutral while 24(52.2%) cumulatively disagreed. This implies that there is minimal control by the Board of Directors on how the Corporation is governed.  The Corporation lacks a transparent system which is instrumental in resolving conflict between board and management at UPPC.  Conflict at governance level directly influences the performance of the Corporation.

There are conflicts between the managers and stakeholders on who should be the boss When asked whether there are conflicts between the managers and shareholders on who should be the boss. The respondents responses was summarised in the table below.
Table 5.8: There are conflicts between the managers and stakeholders on who should be the boss.
	Frequency	Percent	Valid Percent	
Valid	Strongly disagree	2	4.3	4.3	
	Disagree	17 	37.0 	37.0 	
	Neutral	7	15.2	15.2	
	Agree	18	39.1	39.1	
	Strongly agree	2	4.3	4.3	
	Total	46	100.0	100.0	
Source: Primary data (2019)

According to table 5.8 above, 19(41.4%) of the respondents were cumulatively in disagreement that there are conflicts between the managers and stakeholders on who should be the boss, 7(15.2%) were neutral while 20(43.4%) cumulatively agreed. This implies that majority (43.4%) of the respondents agreed meaning lack of clear structure that define hierarchy.  Sound Corporate Governance should be able to help the Board of Directors and managers to put in place structures and policies that guide relationship between various stakeholders of the Corporation.  This would further reduce the envisaged fighting between management and stakeholders as shown in the research results.  

CHAPTER SIX:
ACCOUNTABLE APPRAISAL AND EVALUATION;                                                 AND PERFORMANCE OF UPPC
Introduction 
This chapter is a presentation and analysis of the study findings on objective number two of the study which sought to assess how the Board of Directors at UPPC appraise and evaluate performance with an intention to promote proper accountability.  Respondents were asked several questions and the findings, analysis and discussions are as shown below.
Board of Directors provide adequate information when making appraisal and evaluation of management performance
On the question whether the Board of Directors provide adequate information when making appraisal and evaluation of management performance, the respondents’ responses were as summarized in the table below.
Table 6.1 Board of Directors provide adequate information when making appraisal and evaluation of management performance
	Frequency	Percent	Valid Percent	
Valid	Strongly disagree	11	23.9	23.9	
	Disagree	8	17.4	17.4	
	Neutral	4	8.7	8.7	
	Agree	22	47.8	47.8	
	Strongly agree	1	2.2	2.2	
	Total	46	100.0	100.0	

Source: Primary data (2019)

As per the results in table 6.1 above, the majority, 23(50%) of the respondents were in agreement that the Board of Directors provide adequate information when making appraisal and evaluation of management performance. This implies that the Board followed good corporate governance principle of transparency and therefore management is liable to offer accountability in form of reporting and disclosure of information of both operational and financial matters as an acceptable practice of good Corporate Governance. However 4(8.7%) were neutral and 19(41.3%) of the respondents cumulatively disagreed. Therefore proper appraisal and evaluation fosters accountability which enhances performance. Corporate Governance at UPPC would build credibility and accountability as well as maintaining an effective channel of information disclosure that would foster good corporate performance. It was also revealed that UPPC the Corporation.
The degree of participation during appraisal and evaluation process leads to compliance 
The study asked respondents whether the degree of participation during appraisal and evaluation process leads to compliance and the results are indicated in the table 6.2 below: 

Table 6.2: The degree of participation during appraisal and evaluation process leads to compliance
	Frequency	Percent	Valid Percent	
Valid	Strongly disagree	2	4.3	4.3	
	Disagree	16	34.8	34.8	
	Neutral	6	13.0	13.0	
	Agree	22	47.8	47.8	
	Strongly agree	0	0	0	
	Total	46	100.0	100.0	
Source: Primary data (2019)
The table above indicates that, majority of the total respondents 22(47.8%) agreed, 6(13.0%) were neutral, 16(34.8%) disagreed and 2(4.3%) strongly disagreed.  This implies that there is a healthy environment created for appraisal and evaluation of management performance by the Board of Directors.  Management is therefore expected to comply by giving full accountability in regard to financial and operational matters of the Corporation.. The study found out that accountability through appraisal results is the foundation for the other components of internal control, which also provides discipline and structure of how the Corporation is to be managed and thus promoting efficient service delivery.  
The consequences of failure to perform on the side of managers are grave 
The study asked respondents whether the consequences of failure to perform on the side of managers are grave and the results are indicated in the table 6.3 below:
Table 6.3: The consequences of failure to perform on the side of managers are grave
	Frequency	Percent	Valid Percent	
Valid	Strongly disagree	2	4.3	4.3	
	Disagree	8	17.4	17.4	
	Neutral	12	26.1	26.1	
	Agree	22	47.8	47.8	
	Strongly agree	2	4.3	4.3	
	Total	46	100.0	100.0	
Source: Primary data (2019)

According to the table above, 2(4.3%) strongly disagreed, 8(17.4%) disagreed, 12(26.1%) were neutral, 22(47.8%) agreed and 2(4.3%) strongly agreed. Majority (52.1%) of the respondents agreed with the statement and this implies that consequences of failure to give full accountability of in line with the responsibilities given are immense. Therefore accountability requires openness, transparency and the provision of information during appraisal by management to the Board of Directors as a good corporate governance practice. Accountability ranges more freely over time and space, focusing as much on future potential as on past accomplishment, connecting and consolidating performance reports to plans and forecasts.
Managers defend themselves against accusations of malpractice 
The study asked respondents whether managers are given the opportunity to defend themselves against allegations of any kind whenever they behave in an ethical fashion inconsistent with professional standards and the results are indicated in the table 6.4 below: 
Table6.4: Managers defend themselves against accusations of malpractice 
	Frequency	Percent	Valid Percent	
Valid	Strongly disagree	4	8.7	8.7	
	Disagree	18	39.1	39.1	
	Neutral	10	21.7	21.7	
	Agree	14	30.4	30.4	
	Strongly Agree	0	0	0	
	Total	46	100.0	100.0	
Source: Primary data (2019)
As per the results in table 5.4 above, 4(8.7%) of the respondents strongly disagreed, 10(21.7%) were neutral while 14(30.4) of the respondents agreed. Majority 22(47.8%) of the respondents disagreed that managers are given the opportunity to defend themselves against accusations of malpractice of any kind whenever they behave in an ethical fashion inconsistent with professional standards. This implies that the Board of Directors do not allow fair hearing but operate of hearsay which threatens governance of the Corporation.  Managerial competency is one of the rare, valuable, and difficult to imitate resources to enable corporation to attain superior performance because it involves knowledge, skills, personal traits and abilities among managers. Therefore, it should be handled with maximum professionalism to avoid people being held for what they are not accountable to. Corporate Governance would influences managerial competency through corporate management strategies that in turn influence improvement of the performance.
Employees strive for the highest values into their work and aspire to do their work 
The researcher asked respondents whether employees strive to incorporate the highest values into their work and aspire to do their work in the best possible way and the results are indicated in the table 6.5 below:
Table 6.5: Employees strive for the highest values into their work and aspire to do their work.
	Frequency	Percent	Valid Percent	
Valid	Strongly disagree	3	6.5	6.5	
	Disagree	11	23.9	23.9	
	Neutral	11	23.9	23.9	
	Agree	13	28.3	28.3	
	Strongly agree	8	17.4	17.4	
	Total	46	100.0	100.0	
Source: Primary data (2019)

According to the table above, 3(6.5%) strongly disagreed, 11(23.9%) disagreed, 11(23.9%) were neutral, 13(28.3%) agreed and 8(17.4%) strongly agreed. Majority 21(45.7%) of the respondents agreed with the statement that employees strive to incorporate the highest values into their work and aspire to do their work in the best possible way and this implies that employees are aware of what to do and are guided on how to do it.  The study found out that management of the corporation while appraising and evaluating performance is concerned with the correct, effective and appropriate implementation of policies and procedures which make people perform their tasks better and in turn promote accountability.

One's actions makes a person accountable
The study asked whether One's actions make a person accountable and the results are presented in the 6.6 tables below: 
Table6.6: One's actions make a person accountable
	Frequency	Percent	Valid Percent	
Valid	Strongly agree	2	4.3	4.3	
	Disagree	8	17.4	17.4	
	Neutral	13	28.3	28.3	
	Agree	20	43.5	43.5	
	Strongly agree	3	6.5	6.5	
	Total	46	100.0	100.0	
Source: Primary data (2019)

According to the table 6.6, 2(4.3%) strongly disagree, 8(17.4%) disagreed, 13(28.3%) were neutral, 20(43.5%) agree and 3(6.5%) strongly agreed and 20(43.5%) agreed. Majority 23(50%) of the respondents agreed with the statement and this implies that there is clear documentation which helps in defending one's actions and makes a person accountable.  The study found out that documentation is a key in ensuring quality, consistency and compliance with procedures across all the departments in the corporation. Proper appraisal and evaluation is integral to Corporate Governance because higher levels of accountability reduces the information asymmetry between the corporation’s management and stakeholder’s interests. 
The availability of appraisal and evaluation frameworks enhances accountability     
The study asked respondents whether the availability of appraisal and evaluation frameworks enhances accountability and the results are indicated in the table 6.7 below: 
Table 6.7: The availability of appraisal and evaluation frameworks enhances accountability
	Frequency	Percent	Valid Percent	
Valid	Strongly disagree	3	6.5	6.5	
	Disagree	10	21.7	21.7	
	Neutral	9	19.6	19.6	
	Agree	19	41.3	41.3	
	Strongly a	5	10.9	10.9	
	Total	46	100.0	100.0	
Source: Primary data (2019)

According to the table above, 3 (6.5%) Strongly disagreed, 10 (21.7%) disagreed, 9 (19.6%) were neutral, 19(41.3%) agreed while 5(10.9) strongly agreed. Majority (52.2%) of the respondents agreed with the statement and this implies that appraisal and evaluation framework enhances accountability. The study revealed that monitoring framework makes staff understand the governing regulations, standards and objectives, making them follow as they are directed by policy.
Employees have the responsibility to be honest, disciplined and authentic 
The study asked respondents whether they have the responsibility to be honest, disciplined and authentic and the results are indicated in the table 6.8 below: 

Table 6.8: Employees have the responsibility to be honest, disciplined and authentic
	Frequency	Percent	Valid Percent	
Valid	Strongly disagree	6	13.0	13.0	
	Disagree	13	28.3	28.3	
	Neutral	5	10.9	10.9	
	Agree	18	39.1	39.1	
	Strongly agree	4	8.7	8.7	
	Total	46	100.0	100.0	
Source: Primary data (2019) 
According to the table above, 6(13.0%) strongly disagreed, 13(28.3%) disagreed, 5(10.9%) were neutral, 18(39.1%) agreed and 4(8.7%) strongly agreed. Majority (39.1%) of the respondents agreed with the statement and this implies that organizational performance is generally guided set principles, values and beliefs which guide employee performance, innovation and allow governance body to maintain a unique human pool. The results demonstrate that employees are accountable to their own behaviors and professional ethics while executing their duties.  Everyone is accountable to own actions and this is done during the appraisal and evaluation process.
The corporation adheres to accountability procedures governing Statutory Corporations in Uganda  
The study asked respondents whether the corporation adheres to accountability procedures governing the Statutory Corporations in Uganda and the results are indicated in the table 6.9 below:

Table 6.9: The Corporation adheres to accountability procedures governing Statutory Corporations in Uganda
	Frequency	Percent	Valid Percent	
Valid	Strongly disagree	1	2.2	2.2	
	Disagree	8	17.4	17.4	
	Neutral	15	32.6	32.6	
	Agree	18	39.1	39.1	
	Strongly agree	4	8.7	8.7	
	Total	46	100.0	100.0	
Source: Primary data (2019)
The table above indicates that 1(2.2%) strongly disagreed, 8(17.4%) disagreed, 15(32.6%) neutral, 18(39.1%) agreed and 4(8.7%) strongly agreed. Majority (39.1%) of the respondents agreed and this implies that corporation adheres to accountability procedures governing the Statutory Corporations in Uganda. Therefore UPPC has to continue improving on the accountability principles of Corporate Governance changing with the changing regulatory framework.
The Corporation management is open in all information.
The study asked respondents whether the corporation management is open in all information it disseminates to stakeholders and the results are indicated in the table 6.10 below: 
Table 6.10: The Corporation management is open in all information 
	Frequency	Percent	Valid Percent	
Valid	Strongly disagree	6	13.0	13.0	
	Disagree	13	28.3	28.3	
	Neutral	5	10.9	10.9	
	Agree	18	39.1	39.1	
	Strongly agree	4	8.7	8.7	
	Total	46	100.0	100.0	
Source: Primary data (2019)

According to the table above, 6(13.0%) strongly disagreed, 13(28.3%) disagreed, 5(10.9%) neutral, 18(39.1%) agreed and 4(8.7%) strongly agreed. Majority (47.8%) of the respondents agreed with the statement and this implies that the corporation management is open in all information the it disseminates to stakeholders and this promotes proper accountability. Therefore management has to continue improving on the corporate governance principles for the performance of the corporation.

CHAPTER SEVEN:
OVERALL EFFECTIVENESS AND PERFORMANCE OF UPPC
Introduction 
This chapter presents the results on the state of the third objective of the study which sought to examine how the Board of Directors at UPPC ensure overall effectiveness of the corporation. This chapter reflects the respondents views and then presents, analysis and interprets the findings.  Descriptive statistics, Pearson product moment correlation and regression analysis were used. This provides the basis for making the necessary recommendations in this study.
The objective being analysed was to examine how the Board of Directors at UPPC ensure overall effectiveness of the corporation.  Respondents were asked several questions and the findings, analysis and discussions are as shown below.

The board adequately reviews the entity’s financial reporting requirements
On the question whether the board reviews the entity’s reporting requirements, the responses were as summarized in table below.

Table7.1: The board adequately reviews the entity’s financial reporting requirements
	Frequency	Percent	Valid Percent	
Valid	Strongly disagree	6	13.0	13.0	
	Disagree	10	21.7	21.7	
	Neutral	13	28.3	28.3	
	Agree5	15	32.6	32.6	
	Strongly agree	2	4.3	4.3	
	Total	46	100.0	100.0	
Source: Primary data (2019)

As per the results in table 7.1 above, the majority, 17(36.9%) of the respondents were cumulatively in agreement that the Board adequately understands and reviews the entity’s financial reporting requirements. This implies that the board reviews and, where appropriate, report to the stakeholders on the significant reporting issues and estimates and judgments are made in connection with the preparation of the corporation’s statements, interim management statements, preliminary announcements and any formal announcements relating to the corporation’s performance. However 16(34.4%) of the respondents cumulatively disagreed. This implies that there is some inconsistent in the review of the entity’s financial reporting requirements which could explain the continued cases of incompetence of the Corporation overtime under review 
The results from UPPC Audit report July 2017 revealed that, the board monitors the integrity of the financial expenditures, management reports, operating systems and any other areas relating to the corporation’s performance. The report however further revealed that the decisions of the Board are based on one man decision not the whole executive team and this weakens the Board’s effectiveness (Corporation’s Audit reports).
The board reviews management’s systems 
Respondents were asked whether the board reviews management’s systems and arrangements for maintaining effective internal controls. Their responses were as indicated in the table below.
Table7.2: The board reviews management’s systems 
	Frequency	Percent	Valid Percent	
Valid	Strongly disagree	3	6.5	6.5	
	Disagree	10	21.7	21.7	
	Neutral	12	26.1	26.1	
	Agree	14	30.4	30.4	
	Strongly agree	7	15.2	15.2	
	Total	46	100.0	100.0	
Source: Primary data (2019)
Table 7.2 indicates that the majority of the respondents 21(45.6%) cumulatively were in agreement that the board understands and reviews management’s systems and arrangements for maintaining effective internal controls , 12(26.1%) were neutral while 13(28.2%) respondents were in disagreement. This implies that the board provides assurance to the stakeholders that executive management’s control assurance processes are implemented and are completed and effective particularly the review of the appropriateness and completeness of the system of internal control and stakeholder management.
The board effectively addresses its responsibilities 
The study asked respondents whether the board effectively addresses its responsibilities in respect of its review and consideration of plans, reports and identified issues. The results are indicated in table 7.3 below.
Table7.3: The board effectively addresses its responsibilities 
	Frequency	Percent	Valid Percent	
Valid	Strongly disagree	3	6.5	6.5	
	Disagree	10	21.7	21.7	
	Neutral	8	17.4	17.4	
	Agree	11	23.9	23.9	
	Strongly agree	14	30.4	30.4	
	Total	46	100.0	100.0	
Source: Primary data (2019)

According to table 7.3 above, majority of the respondents 25(54.3%) generally agreed that the board effectively addresses its responsibilities in respect of its review and consideration of plans, reports and identified issues in UPPC. This implies that, the board monitors and reviews the effectiveness, independence and objectivity of UPPC’s business.
However, 8(17.4%) of the respondents were neutral while 13(28.2%) disagreed. Therefore audit board committee of UPPC should hasten the review, assessment and approval of the plans prepared, reports and policies accordingly.
The board understands the entity’s business sufficiently 
The study asked respondents whether the board understands the entity’s business sufficiently to enable the board to fulfill its responsibilities under the charter. The results are indicated in the table 7.4 below.
Table7.4: The board understands the entity’s business sufficiently 
	Frequency	Percent	Valid Percent	
Valid	Strongly disagree	7	15.2	15.2	
	Disagree	25	54.3	54.3	
	Agree	11	23.9	23.9	
	Strongly agree	3	6.5	6.5	
	Total	46	100.0	100.0	
Source: Primary data (2019)

According to table 7.4, majority of the respondents 32(69.5) generally were in disagreement that the board understands the entity’s business sufficiently to enable the board to fulfill its responsibilities under the charter of UPPC. Various information got from secondary sources that is IGG report which questioned the competence of the Board of Directors and Forensic Audit report by the Auditor general attest to this response.  This implies that the corporation has areas that require improvement in reviewing and monitoring the effectiveness of the work in the context of its stakeholder and risk management systems and its performance against its agreed objectives and the board’s charter. However, 14(30.4%) agreed. Therefore the management should improve the efficiency, independence and objectivity of the Corporation.

The board minutes are appropriately maintained and are of good quality
On the question whether the board members are appropriately maintained and are of good quality in UPPC. Their responses were as summarized in table below.

Table7.5: The board minutes are appropriately maintained and are of good quality
	Frequency	Percent	Valid Percent	
Valid	Strongly disagree	5	10.9	10.9	
	Disagree	11	23.9	23.9	
	Neutral	12	26.1	26.1	
	Agree	14	30.4	30.4	
	Strongly agree	4	8.7	8.7	
	Total	46	100.0	100.0	
Source: Primary data (2019)

As per the results in table 7.5 above the majority, 18(39.1%) of the respondents were cumulatively in agreement that the board minutes are appropriately maintained and are of good quality in UPPC. This implies that minutes of any Board meetings be it between the group, the stakeholders, together with any other matters of significance arising during regular meetings with the stakeholders are well written and kept.  12 (26.1) of the respondents were neutral while 16(34.8) of the respondents in UPPC were in disagreement.  This sends a signal of non-compliance with the proper maintenance of minutes which probably justifies the earlier incompetence of the Board referred by the Inspector general of Government in His report of 2016 regarding performance of the Corporation.

An effective board adds to the quality of the services
The study asked respondents whether an effective board adds to the quality of the services. The results are indicated in the table 7.6 below.

Table7.6: An effective board adds to the quality of the services
	Frequency	Percent	Valid Percent	
Valid	Strongly disagree	4	8.7	8.7	
	Disagree	13	28.3	28.3	
	Neutral	11	23.9	23.9	
	Agree	15	32.6	32.6	
	Strongly agree	3	6.5	6.5	
	Total	46	100.0	100.0	
Source: Primary data (2019)

According to table 7.6, of the respondents 6.5 % strongly agreed, 32.6% agreed, 23.9 were neutral, 28.3% disagreed and 8.7% strongly disagreed with the question. Basing on the survey, the respondents asserted that board becomes an extension of the management to assure that proper management is in place. Board members mentor senior staff as well as hire, evaluate, and interact with the independent stakeholders.  In connection to the above question findings revealed that a well-informed, responsible board’s effectiveness can provide accountability and help instil public confidence in an organization. To ensure that the duties of board’s effectiveness are adequately carried out, UPPC has established and clearly defined in writing the board’s objectives, range of authority, and responsibilities under the board charter. In addition, the board is composed of eight directors with the whole team being trustees who are not employees.  All the above  influence performance through quality of services.

Board reviews and evaluate the internal controls
The study asked respondents whether through reviews and evaluations by the Board, the Corporation’s internal controls improve performance. The results are indicated in table 7.7 below.
Table7.7: The board reviews and evaluates internal controls.
	Frequency	Percent	Valid Percent	
Valid	Strongly disagree	4	8.7	8.7	
	Disagree	15	32.6	32.6	
	Neutral	4	8.7	8.7	
	Agree	21	45.7	45.7	
	Strongly agree	2	4.3	4.3	
	Total	46	100.0	100.0	
Source: Primary data (2019)

According to table 7.7, majority of the respondents 23(50%) were in agreement that board reviews and evaluates the Corporation’s internal controls and ensure credibility of management in UPPC. 8.7% were neutral and 19( 41.3%) were cumulatively in disagreement with the question. This implies that one of the biggest challenges for the board is identifying and encouraging best practices while being mindful that one size cannot fit all. From a regulatory point of view, boards and management should focus more on safety and soundness issues of performance. But governance structure that closely monitors internal control is most conducive to achieving that end.

On an interview held 14th July 2019, the researcher confirmed from the chairperson of the board of UPPC that one of the biggest challenges of the board is to identify and encourage best practices while being mindful that one size cannot fit all. From a regulatory point of view, boards and management should focus more on safety and soundness issues of performance”. 
Board members are less willing to accept doubtful performance 
On the question whether board members of higher quality are less willing to accept doubtful accounting methods and are more likely to report errors and irregularities revealed during the audit work in the Corporation. The responses were as indicated in the table below.

Table7.8: board members are less willing to accept doubtful performance
	Frequency	Percent	Valid Percent	
Valid	Strongly disagree	12	26.1	26.1	
	Disagree	2	4.3	4.3	
	Neutral	11	23.9	23.9	
	Agree	16	34.8	34.8	
	Strongly agree	5	10.9	10.9	
	Total	46	100.0	100.0	
Source: Primary data (2019)

According to table 7.8, majority of the respondents 21(45.7%) generally were in agreement that board members are less willing to accept doubtful accounting methods and report irregularities revealed during their audit work. This implies that the audit committee reviews and challenges where necessary for clarity, completeness and appropriateness of disclosure of financial statements and considers whether the disclosures made are set properly in context, including, without limitation, the going concern and viability statements to be made by the board of the Corporation and the related information presented with the managerial statements (including the strategic report and Corporate Governance statements relating to the audit). However, 4.3% of the respondents disagreed while 26.1% strongly disagreed meaning that there is some inconsistent in the auditing work which needs to be worked on. Therefore UPPC should put more emphasis in adherence to governing accounting procedures in order to be effective.

Stakeholders rely upon the board to provide assurance 
When asked whether the stakeholders rely upon board to provide some assurance, responses were as summarized in the table below.

Table7.9: Stakeholders rely upon the board to provide assurance.
	Frequency	Percent	Valid Percent	
Valid	Strongly disagree	10	21.7	21.7	
	Disagree	15	32.6	32.6	
	Neutral	7	15.2	15.2	
	Agree	12	26.1	26.1	
	Strongly agree	2	4.3	4.3	
	Total	46	100.0	100.0	
Source: Primary data (2019)

Table 7.9 above shows the majority, 25(54.3) of the respondents were in disagreement that stakeholders rely upon the Board of directors to provide some assurance that the financial statements of the Corporation are not misleading. This implies that management relaxes in the areas professional reporting and skills. However, 14(30.4) of the respondents were in agreement. 
A respondent during interviews said,
‘In many cases, the regulatory gaps have already been closed, however it should be noted that particularly in this area good regulations do not ensure success. This is dependent on the integrity and competency of all the parties involved in the process (especially the persons responsible for the preparation and verification of reports, but also persons taking the decisions on the basis of those statements).
The board impact on the efficiency of the Corporation’s monitoring function 
When asked whether board is considered to have an impact on the efficacy of the Corporation’s monitoring function, and hence the incidence of good management, the responses were as indicated in table 7.10.

Table7.10:  The Board impact on the efficiency of the Corporation’s monitoring function.
	Frequency	Percent	Valid Percent	
Valid	Strongly disagree	8	17.4	17.4	
	Disagree	14	30.4	30.4	
	Neutral	14	30.4	30.4	
	Agree	8	17.4	17.4	
	Strongly agree	2	4.3	4.3	
	Total	46	100.0	100.0	

Source: Primary data (2019)

Results in table 7.10 shows that the majority, 22(47.8) of the respondents were in disagreement that board is considered to have an impact on the efficacy of the Corporation’s monitoring function. 14(30.4) of the respondents were neutral. This implies that board’s effectiveness is not so clear in helping stakeholders discharge their duties regarding reported information, internal controls and corporate codes of conduct. 
Testing the hypothesis 
The null hypothesis is in respect to corporate governance and performance of the Corporation which sought to examine the relationship between corporate governance and performance of UPPC. This hypothesis has been tested using various techniques and the analysis of Pearson Correlation and Regression analysis were carried out and the results are summarized in the table 7.11 below;
Table7.11: The relationship between corporate governance and performance
	corporate governance	Performance	
corporate governance	Pearson Correlation	1	.859**	
	Sig. (2-tailed)		.000	
	N	46	46	
Performance	Pearson Correlation	.859**	1	
	Sig. (2-tailed)	.000		
	N	46	46	
**. Correlation is significant at the 0.01 level (2-tailed).
	
Findings in table 7.11 above show the Pearson’s Correlation coefficient r= 0.859 between corporate governance and performance which suggests that the two variables are related. The r=0.859 between corporate governance and performance suggest that there is a strong positive relationship between corporate governance and performance. Thus an improvement in corporate governance would result into improvement in performance in UPPC. Pearson correlation coefficient was used to test the hypothesis. 

In order to establish the relationship between corporate governance and performance, a simple linear regression analysis was carried out as reflected in the model summary table 7.12 below;

Table 7.12: Model Summary
Model	R	R Square	Adjusted R Square	Std. Error of the Estimate	
1	.859a	.738	.732	4.489	
a. Predictors: (Constant), corporate governance	
Findings in table 7.12 above show that 73.2% of the variation (Adjusted R2 =0.732) indicate how much of the dependent variable (performance) can be explained by the independent variable (corporate governance). It implies that performance is dependent on corporate governance by 73.2%, thus the remaining 26.8% is contributed by other factors beyond the scope of this study.

In order to establish the Analysis of Variance between corporate governance and performance in UPPC, a simple linear regression was carried out and results are summarized in the ANOVA table 7.13.

Table 7.13: ANOVA
Model	Sum of Squares	df	Mean Square	F	Sig.	
1	Regression	2494.404	1	2494.404	123.812	.000b	
	Residual	886.454	44	20.147			
	Total	3380.858	45				
a.	Dependent Variable: Performance
b. Predictors: (Constant), corporate governance	

According to the ANOVA results in table 7.13 above shows that corporate governance was used as independent variable and performance as dependent variable. As the standard error of estimates is [F (1, 46)123.812] which greatly influence performance at UPPC. This implies that there is a strong linear relationship between corporate governance and performance at UPPC.	

In order to establish the relationship between corporate governance and performance at UPPC strong linear regression analysis was carried out as results summarized in the table 7.14 below:
Table7.14: Coefficientsa
Model	Unstandardized Coefficients	Standardized Coefficients	T	Sig.	
	B	Std. Error	Beta			
1	(Constant)	18.562	1.547		11.998	.000	
	Board’s effectiveness 	6.455	.580	.859	11.127	.000	
a.	Dependent Variable: Performance
	
According to table 7.14 above, it shows that, β=0.859, t=11.127, P=0.000 revealed that corporate governance contributes significantly to performance at UPPC. This implies that corporate governance enhances performance in the UPPC.

CHAPTER EIGHT:
TOWARDS HARMONIZING CORPORATE GOVERNANCE AND PERFORMANCE OF UPPC
Introduction
This chapter links the findings to literature review about Corporate Governance and performance in UPPC and harmonizes with the relationship between Corporate Governance and performance of statutory Corporations in Uganda using UPPC as a case study. Corporate Governance has been treated as an independent variable and performance as a dependent variable. The chapter provides the basis for recommendations in this study.
Corporate governance
Corporate Governance in the Corporation should be seen as unique as compared to other ordinary firms and may pose a rather complicated agency problem. Whereas for an ordinary firm, the interest of the shareholders are being protected as top priority, the clients, principally security related, are the ones who need more protection in the case UPPC. In actual fact, a corporation in which a shareholder has managerial powers may be more at risk than other Corporations not experiencing that situation due to the fact that such persons will have the ability to be domineering over other managers who are committed to the continued existence of the Corporation. A theory of Corporate Governance must therefore take into consideration a combination of forces both within and outside the organization so as to obtain the right balance of private and public interest, Ciancanelli and Gonzalez, (2000).
According to Young (2003), Good Corporate Governance has become increasingly recognised worldwide as essential for the efficient functioning of market economies and to ensure that they function in the interests of the wider society, and not just those with power and wealth. The focus of Corporate Governance is the manner in which the business and operation of a firm is governed by its board of directors and senior management. At the core of Corporate Governance is the relationship between what are often termed the “insiders” of firms – dominant shareholders and senior managers – and the “outsiders” who include small shareholders, the creditors of the firm, its employees and customers and the general public. A key objective of Corporate Governance is to ensure that the insiders who control the management of a firm do not abuse their control and act in a manner which is detrimental to the interests of outsiders”. Good Corporate Governance is even more important for corporations than it is for non financial firms, for two key reasons. The first is the much greater inherent opacity of the balance sheet of Corporations; it is difficult for outsiders to evaluate the quality of the assets which a Corporation holds and, therefore, its true financial position. Secondly, the potential negative externalities of Corporation failures are very damaging for the economy and for society, as was demonstrated vividly by the global financial crisis”.

Corporate Governance in Corporations has certain features which distinguish it from Corporate Governance in other organizations. Consequently, a priority of Corporate Governance in corporations is the protection of the interests of stakeholders. In addition, the Corporate Governance of Corporations attaches particular importance to the veracity of performance information”.
UPPC’s Audit report (2017), “The board is responsible for ensuring that management maintain a system of internal control which provides assurance of effective and efficient operations, internal financial controls and compliance with law and regulation. In addition, the board is responsible for ensuring that management maintain an effective risk management and oversight process at the highest level across the industry. In carrying out these responsibilities, the board must have regard to what is appropriate for the Corporation’s business and reputation, the materiality of the financial and other risks inherent in the business and the relative costs and benefits of implementing specific controls”. The board is also the decision-making body for all other matters of such importance as to be of significance to the group as a whole because of their strategic, financial or reputational implications or consequences”.

Overall effectiveness and performance 
Financial reporting monitor the integrity of the performance, Management reports, Quarterly reviews and any other formal announcements relating to the corporation’s financial performance.  The board provides an oversight of the reporting process, the board process, the system of internal controls and compliance with laws and regulations. The board can expect to review significant accounting and reporting issues and recent professional and regulatory pronouncements to understand the potential impact on performance statements. An understanding of how management develops internal interim performance information is necessary to assess whether reports are complete and accurate. The board reviews the results of the audit with management and external auditors, including matters required to be communicated to the board under generally accepted reporting standards (UPPC Audit report July 2017). 

The board should improve on reviewing and monitoring the effectiveness of the work in the context of its internal control and risk management systems and its performance against its agreed strategic objectives and the charter. This should be done by providing assurance of effective and efficient operations, internal financial controls and compliance with law and regulation, stakeholder management structures, ensuring that management maintains an effective risk management and oversight process at the highest level across the Corporation. 

Accountable appraisal and evaluation; and performance
Sound Corporate Governance serves to support better decision-making and accountability throughout UPPC. The Board is responsible for setting UPPC’ risk appetite, that is the risks it is prepared to take in the context of achieving UPPC’ strategic objectives. The Board conducts robust assessments of the principal risks facing UPPC, including those that would threaten its business model, future performance, solvency or liquidity. The Directors also review the effectiveness of the systems of internal control and risk management.

Appraisals and evaluation of performance of the Corporation is important as it discloses opportunities and threats  towards performance of the Corporarion. This is a basic condition for the functioning of effective market discipline, which is the private monitoring carried out by the purchasers of the securities issued by the corporation. Market discipline means that the entity has stakeholders who may suffer losses as a result of the decision of management (directors), and who can affect or are affected by corporation activities

Spira (2003) posit that accountability is concerned with giving explanations through a credible story of what happened, and a calculation and balancing of competing obligations, including moral ones. Accountability ranges more freely over time and space, focusing as much on future potential as on past accomplishment, connecting and consolidating performance reports to plans and forecasts. Tusubira, (2013), contend that ‘the provision of more detailed information does not automatically lead to greater accountability’. According to Atieno, (2009), ‘accountability requires openness, transparency and the provision of information’. 

Ofiafoh, (2010) proposed two aspects of accountability thus, public accountability, which involves the public as principals and is concerned with issues of democracy and trust, and managerial accountability that is concerned with day-to-day operations of the organisation. Under managerial accountability the provision of detailed information is not directed to being more accountable to the public but that rather, it is an attempt by the principals to control the agents (managers) and legitimize past decisions and actions. Therefore, Hossain, et al (2000) reveal that ‘greater accountability is often presumed to provide more visibility and transparency for organisational activity, enabling appropriate organisational behaviour and ultimately’. It is increasingly used in political discourse and policy documents because it conveys an image of transparency and trustworthiness’.  Park and Shin (2003) contends that an accounting system is a way of keeping a written record of transactions. Receipts are given for all money that is received by an organization and receipts are asked for every time money is spent. According to Kumudini (2011), an accounting system consists of business papers, records, reports and procedures that are used by an organization in recording transactions and reporting their effects. Miring’u and Muoria (2011) said that an accounting system, regardless of the size of the organization is designed to collect process and report periodic financial information the entity. 
Accountability cannot exist without proper accounting practices; in other words, an absence of accounting means an absence of accountability. The management promotes the highest standards of Corporate Governance in UPPC and ensures that this is supported by the right culture, values and behaviours from the top down. The change of the Senior Managers in June 2017 introduced new regulatory standards for individual accountability and conduct, which align closely with the established purpose, culture and values. Personal accountability is a central tenet of our culture, enabling the corporation to achieve the highest standards of performance and deliver value for the customers and clients. It is also key to ensuring that trust finds its way back into corporation and therefore underpins our long-term success (UPPC five year strategic plan 2017-2022). Corporate governance by 73.2%, thus the remaining 26.8% is contributed by other factors beyond the scope of this study.

The Adj. R2 of .783 from the model summary of the regression indicated that Accountability contributed 78.2% to performance of UPPC. It means that the 21.7% is contributed by other factors which influence performance of UPPC. Furthermore, there was a strong linear relationship between Accountability and performance of the UPPC [F (1, 46) =163.616]. This implies that more has to be done on accountability throughout UPPC.
A comprehensive Corporate Governance framework is vital because it helps to ensure that investment in UPPC is protected, while at the same time recognizing the interests of the wider stakeholders spectrum. Therefore UPPC should continue enforcing appraisal and evaluation of management performance as a way of maintaining full accountability that enhances better performance. 

Corporation Regulators and the board should ensure enhanced appraisal process and evaluation of performance of the corporation in a transparent manner and allow disclosure for effective market discipline in accordance with professional best practices like effectiveness of the board, separation of the position of CEO and the chairman, appointment of the chairman, non-executive directors, professional advice, director’s training, directors responsibility for the presentation of financial statements, compliance reporting, internal control and committee structures for boards.

Transparent policy formulation and review; and performance 
Corporations are subject to special regulations and supervision by state agencies; supervision of corporations is also exercised by the purchasers of recourses by corporation. The poor performance of UPPC raises social costs, which does not happen in the case of collapse of other kinds of entities; regulations and measures of safety net substantially change the behavior of owners, managers and beneficiaries; rules can be counterproductive, leading to undesirable behaviour of management which expose well-being of stakeholders of the corporation; between the corporation and its clients there are fiduciary relationships raising additional relationships and agency costs.  The added regulatory dimension makes the analysis of Corporate Governance of UPPC.

Unreliable policies that are individual based are often associated with the specific structures and organizational (where the corporations are part of large conglomerates, especially where members of a group mutually own their shares). The dependence may be based on inadequate risk analysis, which consequently increases the risk for the corporation.  This is in line with Krivogorsky (2006) who asserts that the transparent policy of a corporation is influenced by the situation of the other actors of the sector; decline in confidence in one of the corporations often results in a decrease in trust of directors and managers. Ensuring good policy in terms appropriate processes, structures, systems and infrastructure is therefore fundamental to the corporation survival. Effective management is based on good Corporate Governance and rigorous internal control. The role of the supervisory board is more important; its task is, among others monitoring of implementation and adequacy of the operation of the system of management and the establishment of strategic objectives.

The Adj. R2 of .621 from the model summary of the regression indicated that Transparency contributed 62.1% to performance of UPPC. It means that the 37.9% is contributed by other factors which influence performance of UPPC. Furthermore, there was a strong linear relationship between transparency and performance of the UPPC [F (1, 46) =74.614]. Therefore a transparency is believed to result in a more independent assessment of the Corporation as a whole, creating the atmosphere for better Corporate Governance and good performance (Gompers and Metrick (2003)).
From the literature availed, the UPPC should adhere to the corporate governance principle of transparency while formulating and reviewing policy because policy acts as the backborne of the Corporation’s performance through offering guidelines on how business should be run.

CHAPTER NINE:
SUMMARY AND CONCLUSION
Introduction 
This chapter presents the summary and conclusion to the study derived from the research after presenting, analysing, discussing the finding of the study and also areas for future research.
Summary of findings
The purpose of this section was to statistically ascertain the impact of overall effectiveness effectiveness on performance in UPPC, to show statistically how accountable appraisal and evaluation of management performance affect performance at UPPC, and to find the influence how transparent formulation and review of policy can statistically affect performance at UPPC. The research statistical data has addressed the extent at which overall effectiveness, accountable appraisal and transparent policy formulation can affect performance in UPPC. A sample of respondents was determined at 5% level of significance for sample error using Pearson correlation. This was selected from a population of 51 respondents using simple random sampling method and purposive sampling and convenient for the purpose of questionnaire and key informants interview.
The study used a descriptive research design. Interviewing and documentary review were used as the main data collection methods while the self administered questionnaire and interview guide were the main data collection instruments. Data was analysed using descriptive statistics, Pearson product moment correlation, multiple regression analysis, and analysis of variance.

Overall effectiveness and performance of the UPPC
The results of the study reveal that there is a positive significant relationship between overall effectiveness and performance of UPPC.  There is a constituted and responsible board that can provide accountability and help to instill public confidence in the Corporation. The findings are consistent with Laing and Weir (2014) who asserts that to ensure that, good performance is achieved, board’s effectiveness must be in place; UPPC has established and clearly defined in writing the board’s objectives, range of authority, and responsibilities to further ensure the most effective operation of the board and its independent operation. Although the board’s roles may vary depending on the organization, its authorities and responsibilities include reviewing the adequacy of the Corporation’s internal control structure.
The study findings reveal that 69.5% of the respondents were in disagreement that UPPC board understands the entity’s business sufficiently to enable the board to fulfill its responsibilities under the charter. The corporation has to improve on reviewing and monitoring the effectiveness of the work in the context of its internal control and risk management systems and its performance against its agreed objectives and the charter. Similarly, the management should improve the effectiveness, independence and objectivity of the corporation. It was further revealed that, overall effectiveness does not regularly take into account management’s discussion and analysis following review with both management before filing or issuing the quarterly and annual results. In addition, the board discusses the results of the quarterly reviews.  

Accountable appraisal and evaluation; and performance of the UPPC
Basing on the interviews, findings further revealed that appropriate appraisal and evaluation of management performance of a corporation is lacking. The findings revealed that 47.2% of the respondents disagreed that managers are given the opportunity to defend themselves against accusations of malpractice of any kind whenever they behave in an ethical manner inconsistent with professional standards. It was found out that 21.7% were neutral, while 30.4 agreed, revealing that managerial competency is one of the rare, valuable, and difficult to imitate resources to enable UPPC to attain superior performance. Therefore accountable appraisal and evaluation of performance should involve management knowledge, skills, personal traits and abilities in order to cater for the broad expectation of stakeholders. 

Transparent policy formulation and review; and performance of the UPPC
Findings revealed that a transparent policy in Corporate Governance is often associated with the specific structures and organizational processes. The dependence may be based on inadequate risk analysis, which consequently affects its performance. This is in line with Nakusi (2014) who asserts that the performance of a corporation is influenced by the situation of the other actors of the sector; decline in confidence often results in a decrease in trust among the members. Ensuring appropriate policies, processes and infrastructure of transparency is therefore fundamental to the corporation survival. Effective transparency is based on good Corporate Governance and rigorous internal control. The role of the supervisory board is more important; its task is, among others monitoring of implementation and adequacy of the operation of the system of management and the establishment of strategic objectives.

Governance is a key issue for the improvement of economic growth and efficiency.   However top level management has not considered Corporate Governance as a tool to reduce the mismanagement or misconduct in organizational processes and for the enforcement of regulation and management policies and decisions for protection the rights of stockholders & stakeholders in publishing sector. The Corporation lacks good Corporate Governance practices in the area of policy formulation which are a necessity for every statutory corporation.

Conclusions 
Basing on the findings in this study, the following conclusions were made.
Transparent policy formulation and review; and performance 
There is a significant positive relationship between Transparent policy formulation and review; and performance at UPPC. However, UPPC should continuously reduce the inefficiencies in Corporate Governance which are often associated with the unfavorable policy, specific structures and organizational or capital links that hinder transparency. The dependence may be based on inadequate risk analysis, which consequently affects the performance.
Generally, the results indicated that implementation of proper board’s effectiveness, proper appraisal; and better well defined transparent structures in UPPC to a large extent can influence performance positively.

Accountable appraisal and evaluation; and performance
Results of the correlation analysis revealed that there is a significant strong positive relationship between accountable appraisal and evaluation; and performance.   In addition, this was found to be the highest predictor of performance of UPPC. Corporate fairness and efficiency are thus the main objectives of Corporate Governance, taking into account the corporate "democracy", which is the broad participation of stakeholders. Therefore a positive change in accountability, through appraisal and evaluation of management performance, which in turn will lead to a positive change in performance.
Overall effectiveness and performance 
There is a significant strong positive relationship between Overall effectiveness and performance UPPC. The well constituted board and its effectiveness can provide accountability and help instill public confidence in an organization. However the corporation has to improve on reviewing and monitoring the effectiveness of the work in the context of its internal control and risk management systems as highlighted in Inspector general of Government’s report of 2016.

Professional and regulatory bodies should promote best practice in disclosure and encourage statutory corporations to publish more informative reports. This is done through helping to ensure appropriate conduct and drive positive outcomes for customers, clients and markets integrity.

The Corporation should with immediate effect reduce the inefficiencies in Corporate Governance which are often associated with the specific governing structures and compliance to regulatory frameworks
Areas for further research
iv.	The board’s size and performance of UPPC
v.	Board of Directors effectiveness and firm performance in Uganda. 

vi.	Board’s composition and performance of publishing companies in Uganda.
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APPENDIX A: QUESTIONNAIRE

Dear respondent,
I Anne Arihomugisha a student of Nkumba University pursuing a degree of Master of Business Administration Nkumba University, am carrying out research on Corporate Governance and Performance of Statutory Corporations in Uganda: focusing on UPPC as a case study, as a prerequisite for the award of the masters’ degree.  I request you to fill the questionnaire by ticking in the blank spaces provided.  The information is for academic purpose only and will be treated with utmost confidentiality. 
Thank you very much for accepting to complete this questionnaire. 

SECTION A: BACKGROUND INFORMATION 
Please tick the appropriate option where applicable 
1.	Sex:               a. Male 	                                  b. Female 

2.	Marital status:   a. Married 	  b. Single 	c. Widow 	    d. Widower  		e. Divorced

3.	Number of Years of service in UPPC
a)	Below 5 years
b)	5-10 years 
c)	10+ years
4.	Age group 
a)	 20-30 years 
b)	30 -40 years 
c)	40-50 years 
d)	50+ years 

5.	Highest level of education
a)	Post graduate 
b)	Bachelor’s Degree 
c)	Diploma 
d)	Certificate 

6.	Level of management
(1)Top management  	(2)Middle Management  	(3)Supervisor  	(4)Officer 	
				
Section B:	TRANSPARENT POLICY FORMULATION AND REVIEW; AND PERFORMANCE OF UPPC
This section seeks to establish whether transparent policy formulation and review contributes to performance of UPPC. Please give your honesty opinion of 1 to5 point scale where;  
1.	Strongly Disagree  2.  Disagree   3.   Neutral      4.  Agree        5. Strongly Agree 
SD		                   D	                     N		        A	                     SA
S/N          STATEMENTS	1
SD	2
D	3
N	4
A	5
SA	
7	Transparent policy formulation and review creates the need for independent monitoring and control						
8	Transparent policy formulation and review leads to good relationship between Board of Directors and Stakeholders						
9	Transparent policy formulation and review reduces the collusion between Board of Directors and stakeholders 						
10	Transparent policy formulation and review creates pressure from the way the Corporation is run 						
11	All people are involved in policy formulation and review  						
12	Management control is in the hands of the managers 						
13	There are no conflicts between the minority board members and managers						
14	There are conflicts between the managers and stakeholders on who should be the boss 						

Section C:	ACCOUNTABLE APPRAISAL AND EVALUATION; AND 
PERFORMANCE OF UPPC
This section seeks to establish whether accountability has enhanced performance at UPPC. Please give your honesty opinion on 1-18 point scale where;  
1.	Strongly Disagree     2.  Disagree       3. Neutral       4. Agree         5. Strongly Agree 
S/N          STATEMENTS	1
SD	2
D	3
N	4
A	5
SA	
15	Board of Directors provide adequate information when making appraisal and evaluation of management performance 						
16	The degree of participation during the appraisal and performance process leads to compliance. 						
17	The consequences of failure to perform on the side of managers are grave 						
18	Managers defend themselves against accusations of malpractice 						
19	Employees strive for the highest values into their work and aspire to do their work 						
20	One's actions makes a person's accountable.						
21	The availability of appraisal and evaluation framework enhances accountability     						
22	Employees have the responsibility to be honest, disciplined and authentic 						
23	The corporation adheres to accountability procedures governing Statutory Corporations in Uganda  						
24	The Corporation management is open in all information.						

Section D: OVERALL EFFCTIVENESS AND PERFORMANCE OF UPPC
This section seeks to examine how the Board of Directors at UPPC ensure overall effectiveness of the corporation.
1.	Strongly Disagree   2.  Disagree       3. Neutral      4.  Agree       5. Strongly Agree 
S/N          STATEMENTS	1
SD	2
D	3
N	4
A	5
SA	
25	The board adequately reviews the entity’s financial reporting requirements						
26	The board reviews management’s systems 						
27	The board effectively addresses its responsibilities 						
28	The board understands the entity’s business sufficiently 						
29	The board minutes are appropriately maintained and are of good quality						
30	An effective board adds to the quality of the services						
31	Board reviews and evaluate the internal controls						
32	Board members are less willing to accept doubtful performance 						
35	Stakeholders rely upon the board to provide assurance 						
36	The board impact on the efficiency of the Corporation’s monitoring function 						

Appendix B: INTERVIEW GUIDE
INTERVIEW GUIDE FOR MANAGERS AND OTHER EMPLOYEES 
i.	When did you join this corporation? 
ii.	Does the management of the corporation encourage participation during decision making? 
iii.	Who makes most of the management decisions in this corporation? 
iv.	Is board independence and diversity practiced on the different boards/committees at the corporation?
v.	Does the shareholder appoint competent board members? 
vi.	What are some of the causes of conflicts between the managers and shareholders in this corporation? 
vii.	How many times does the board meet with the employers to decide on key issues affecting the corporation? 

Thank you.

Appendix C: Ethical Letter