Annual RPT 8

To regulate and promote a robust, transparent, fair and efcient capital market in Uganda
ANNUAL REPORT
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Vision
To make Ugandas capital market the centre of choice for capital raising and investment in the region
Mission
Functions
Under the Capital Markets Authority (CMA) Act, the functions of CMA include the following: The development of all aspects of the capital markets with particular emphasis on the removal of impediments to, and the creation of incentives for longer term investments in productive enterprises. The creation, maintenance and regulation, through implementation of a system in which the markets participants are self regulatory to the maximum practicable extent, and of a market in which securities can be issued and traded in an orderly, fair and efcient manner. The protection of investor interests. The operation of an investor compensation fund
Values
Integrity, Efciency, Fairness, Firmness
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ANNUAL REPORT CMA 30 JUNE 2008
Contents
Mission, Vision, Values Letter of Transmission Chairmans Statement Chief Executive Ofcers Report Effectively Manage and Regulate Capital Markets in Uganda Developing the Capital Markets Industry in Uganda and the East African Region Broaden the Understanding of Capital Markets and Leading to Increased Participation by Ugandans Support Ugandan Companies List Successfully on the Uganda Securities Exchange Develop the Authority to Enable it Fulll and Deliver on its Mandate and Project a Positive Image as an International Standard Organization Finance Report
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Board Report And Financial Statements

Directors and Professional Advisors Report of the Directors Statement of Directors Responsibilities Auditor Generals Report Income Statement Balance Sheet Statement of Fund Balance Cash Flow Statement Notes to the Financial Statements
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Letter of Transmission
30th June 2008
The Honorable Minister of Finance, Planning and Economic Development Ministry of Finance, Planning and Economic Development Apollo Kaggwa Road P. O. Box 8147 Kampala Dear Honorable Minister, Pursuant to S.8 (6) of the Capital Markets Authority Act (Cap. 84), I have the honor and pleasure to submit to you the Annual Report and Accounts of the Capital Markets Authority (CMA) in respect of the accounting period ending 30 June 2008. This report covers the activities, challenges and future plans as well as the statements of accounts of the Capital Markets Authority. Respectively yours,
Mr. Twaha Kaawaase CMA Board Chairman
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Chairmans Statement
A variety of factors came into play throughout the 2007/2008 Financial Year. Although the record high crude oil prices translated into higher pump prices, the negative impact on commodity and transport prices in Uganda did not reect in our domestic capital market. The solid macroeconomic fundamentals were reected in a Gross Domestic Product growth of 9.8% compared to 7.9% in the previous nancial year and ination which rose by 5.3% to reach 11% in the year under review. The aftermath of neighboring Kenyas post election violence in January 2007 which exacerbated the fuel and commodity prices negatively impacted on the economy. This was majorly on account of Uganda being a landlocked country with great dependence on the northern corridor as the main gateway to the Mombasa seaport. However, neither the troubles of the sub prime crisis nor the unrest in Kenya reected in our securities market performance. It is only towards the end of the nancial year that Uganda began to experience the second round effects of the global nancial crisis, mainly mirroring the effect the crisis was having on the Kenyan bourse. The tables below depict the inuence of the Kenyan cross listed securities on the USE All Share Index which is a composite index including all listed equities.
Source: Uganda Securities Exchange Market Reports
12000 10000 8000 6000 4000 2000 0
Variations in Share Prices December 2007 - May 2008
BATU
BOBU
DFCU
EABL
Dec - 07
JHL
Jun - 08
KA
NVL
SBU
UCL
Source: Uganda Securities Exchange Market Reports
In the period under review the market capitalization of the Uganda Securities Exchange rose to UShs6,654.8 Billion a 49% increase from the previous nancial year. The Government Bond programme delivered 10 additional government bonds (8 new ones and 2 reopenings) bringing the outstanding government debt to
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Ushs1,242 billion. Similarly the corporate bond market grew with the addition of the Housing Finance Bank Bond. Local, regional and foreign individuals and institutional investors continued to seek higher returns and diversify their portfolio by participating in the various securities in our market. The condence exuded in the market was against the backdrop of a B+ Sovereign Rating received from Fitch Rating Company and a B rating from Standard and Poors. Ugandas B rating is supported by a long track record of macroeconomic stability, characterized by strong growth and single digit ination, coupled with external debt relief, which has signicantly improved the dynamics of debt sustainability. The overwhelming participation in the largest Initial Public Offer (IPO) in the history of the East Africas capital markets was both evidence of this growing interest in the region, even though several challenges beleaguered the post IPO process. These issues provided the basis for the promulgation of regulations and guidelines to inform the handling of future regional IPOs. The Safaricom IPO increased portfolio investment in the market and brought to the forefront the increasing need for cooperation amongst the nancial sector regulators. In this regard, CMA signed a Memorandum of Understanding with the Uganda Insurance Commission and the Bank of Uganda to foster cooperation and information sharing amongst the nancial sector regulators. In the absence of a consolidated regulator, the need for this co-operation was also made clear by the emergence of super nancial sector players offering multiple services in banking, fund management, insurance, investment advice and brokerage services. The soundness of the entire establishment as opposed to the subsidiaries or specic activities within the same nancial institution cooperation amongst the nancial sector regulators would aim to ensure. In the same vein CMA lodged its application to the International Organization of Securities Commissions (IOSCO) to become signatories to the IOSCO Multilateral Memorandum of Understanding (MMoU). Tanzania and Kenya also submitted their applications. Becoming a signatory to the IOSCO MMoU will enable the information sharing with the other signatories from across the world as the global nancial architecture continues to integrate. Going forward, all international, regional and national efforts will be engaged to taper the effects of the global nancial sector crisis in Uganda, and particularly on our capital market. The Authority will exercise and expect the highest form of assiduousness on all licensed market players as well as all products that are brought to the market. Correspondingly will employ and apply greater creativity in our efforts to deal with the various faces of the crisis. On behalf of the members of the Board of Directors, I wish to express my appreciation for the continued support and guidance of the Ministry of Finance Planning and Economic Development and that of the Bank of Uganda. I thank our development partners, especially GTZ/Sida Financial Systems Development Program and the International Finance Corporation for their support during the year. I also thank my fellow Board members for steering the development of the market in the preceding three years. I especially thank the outgoing Board for their commitment and dedication to capital markets development during their time of service. Lastly, but by no means least, I thank management for their continued hard work and innovation for market development and investor protection.
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Chief Executive Ofcers Report

The growing interest in the Ugandas capital in the 2007/2008 nancial year evidenced the deepening saturation of the developed and emerging markets and the quest for higher returns from less mature economies with growing capital markets. This trend was not unique to Uganda alone as or, many sub Saharan economies registered similar interests. In natural reaction to the growth in the industry, by way of increased trading volumes and funds under management, CMA received 10 applications for various licenses for investment advisory, broker/dealer and fund management licences. Four of these applications were from neighboring Kenya, while the rest were from Ugandan rms. It is on the premise of increased participation in the markets by both investors and intermediaries as well as the sprit of regional integration and international co-operation that CMA has in the past signed Memoranda of Understanding (MOU) with different regulators from various jurisdictions. The guiding principle has been the regulators of foreign intermediary rms seeking to do securities business in Uganda. This is with the exception of the East Africa Community member states, which collectively fall under the ambit of the East African Community Treats. In the period under review, CMA signed an MOU with the Reserve Bank of Zimbabwe, which is the primary regulator of Renaissance Holdings Company in Zimbabwe. Renaissance Capital Ltd is licensed in Uganda as broker/dealer, investment advisor and fund manager. During the 3rd quarter of the year, the East African Securities Regulatory Authorities (EASRA) welcomed ofcials from the Capital Markets Advisory Council (CMAC) Rwanda who signed the EASRA MOU thereby becoming the fourth member. The MOU, provides a mechanism for fostering market integration of the East African Capital Markets and, like all others, establishes a basis for co-operation and mutual assistance amongst the signatories. As the market continued to grow, CMA developed the legal and regulatory framework for a robust, fair and transparent market. CMA developed Anti Money Laundering Guidelines, which are intended to guide licenced persons in establishing and mantaining specic policies and procedures to guard against the use of capital markets for the purpose of money laundering. It is also meant to enhance staff training and awareness in Anti Money Laundering and Counter Financing of Terrorism. This was made possible through our participation in the East and Southern Africa Anti Money Laundering Group (ESAAMLG). The period under review also saw the approval of the Securities Central Depositories (SCD) Bill by Cabinet and progression to Parliament for enactment. Notwithstanding the above achievements the Authority was not without challenges. The cross border setbacks arising from the Safaricom Initial Public Offer are expounded later in the legal report. Additionally on the investor protection front, CMA in partnership with the National Curriculum Development Centre completed the development of both students and teachers material for the inclusion of capital markets studies in the Entrepreneurship subject. The subject will be taught to both Ordinary level and Advanced level students across the country and will inform the students in various aspects of nance and entrepreneurship. The GTZ/Sida Financial Systems Development Program also contracted Vantage Communications to develop a new 3 year public education strategy for CMA. The new strategy will expound the Authoritys investor protection objective spelt out in the strategic plan. It will also emphasize market efciency while at the same time respond to those communication issues and gaps identied in a survey. The Public Education strategy will also provide media plan as well as guidelines for monitoring and evaluation.
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CMA spearheaded the establishment of a nancial literacy foundation in Uganda (FinLit Foundation) as a concerted effort for all nancial sector players. This was guided by the fact that the need for nancial literacy has not been accorded particular attention in public, private, academic and community institutions. This has come from the recognition that well informed households contribute to soundness of the nancial system and that an effective population is an informed population. More discerning households can drive greater innovation and determine greater efciency in terms of lower fees and better quality services. This is so because greater nancial literacy contributes to the mitigation of nancial risks as individuals are able to seek information and do comparative shopping in the face of todays aggressive marketing by nancial institutions. Efforts were given to the drawing up of a Financial Markets Development Plan (FMDP). The mandate to develop the FMDP was derived from a decision of the Monetary Affairs Committee (MAC), which is comprised of East African Community central bank governors to develop a common framework that will enable consolidation of the country nancial market development plans into an East African Community (EAC) plan. This will be detailed later in this report. To enable the Authority fulll and deliver on its mandate and project a positive image as an international standard setter CMA reviewed and updated the Human Resource Manual, and developed its Risk Management and Policy Manual. The Human Resource Manual that was drafted in July 2007 provides guidance on the terms and conditions of employment at CMA. The new manual takes into consideration the new labour laws and the changing factors that inuence attraction, development and retention of manpower. In this regard CMA appointed a Human Resource and Administration Manager to oversee the human resource and capacity at the Authority. The Risk Management and Policy Manual sets out the ways in which CMA will modernize management practices to enable it be proactive and focused on regulating and developing the capital markets industry in Uganda. This will enable CMA to be better prepared to meet organizational and industry changing needs and priorities. The risk management policy will enable the Authority achieve balance between an increasingly complex public policy environment and a creative and innovative approach to work. As the market continues to grow and integrate itself further into the regional and global nancial architecture, CMA will dedicate its time and resources to build capacity at all levels. Building and strengthening the capacity for the staff and board members will be in tandem with the developments in the regional market. CMA with support from the International Finance Corporation will also institute a certication program to train market intermediaries, as well as ofcers and directors of listed companies and licensed rms. This is pertinent as the market realizes more cross border issues and in the wake of the nancial sector crisis, that has identied the lack of understanding as one of its causes. On account of Ugandas fully liberalized capital account and open economy, the Authority will adjust its surveillance and supervision to pay particular attention to the transfer of risk from one party to another through creative securities instruments. Although the development and introduction of new products is encouraged, the global nancial crisis has pointed to the need for capacity (human, nancial, technical) and regulation to ensure that the nancial institutions will have quality oversight on their clients. All nancial sector regulators will need to cooperate to ensure the soundness of nancial institutions through risk based supervision especially of those institutions whose subsidiaries could provide a conduit for risk. Due attention will also be paid to the media fraternity as they have emerged as a very important player in nancial sector development. On behalf of management and staff of the CMA, I thank the outgoing Board for their guidance and leadership for the last three years and welcome the new Board. I also thank all staff members at the Authority for their relentless dedication and exemplary effort in developing capital markets industry in Uganda and the region. The rest of this Annual Report will describe the Authoritys achievements against each of the strategic objectives identied in the current strategic plan.
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Effectively Manage and Regulate Capital Markets in Uganda

The Capital Markets Authority Act, Cap. 84 (CMA Act), gives Capital Markets Authority (CMA) the mandate to create, maintain and regulate, Ugandas capital markets and ensure that securities are issued and traded in an orderly, fair and efcient manner. CMAs primary function is the protection of investors and this is expected to result in increased investor condence in Ugandas capital markets. During the 2007/2008 Financial Year, CMA exercised its statutory mandate and undertook a number of initiatives to enhance the legal and regulatory framework, supervise the market intermediaries to ensure that they conduct their business in accordance with the CMA and CIS Acts, and take enforcement action against intermediaries who breach the CMA and CIS Acts.
Legal Policy Development

Amendment of the CMA Act
CMA reviewed its legal and regulatory framework to improve it taking into account developments in the capital market in the ten years since the Capital Markets Authority Act (Cap. 84) was promulgated. This was also done to bring the legislation in line with international best practice. To this end, CMA developed the draft Capital Markets Authority (Amendment) Bill. The Amendment Bill seeks to repeal part IV of the Companies Act which deals with companies raising capital, and transfer the provisions to the CMA Act.
Amendment to the CMA (Prospectus Requirements) (Amendment) Regulations, No. 30 of 1999
During the period under review, CMA amended the CMA (Prospectus requirements) (Amendments) Regulations No. 30 of 1999 to provide for a fees structure to issuers of additional securities that have already been listed on the USE. The amendment prescribes the following application fees for additional issues:
Main Investment Market Segment:
0.1% of the market value of additional securities to be listed subject to a minimum of UShs 2,000,000 and a maximum of UShs 20,000,000.
Alternative Investment Market Segment:
0.1% of the market value of additional securities to be listed subject to a minimum of UShs 1,000,000 and a maximum of UShs 10,000,000.
Securities Central Depositories Act
The Securities Central Depositories (SCD) Bill was tabled on the oor of Parliament by the Minister of Finance, Planning and Economic Development on 8 May 2008. The Bill was then considered by the Finance, Planning and Economic Development Committee of Parliament, which discussed several key issues in the Bill and proposed a number of amendments to improve it. It is expected that the Securities Central Depositories Act will be enacted before the end of 2008. The main aim of the SCD Act is to facilitate the establishment, operation and regulation of securities central depositories in the capital market and provide a framework for electronic trading. It is expected that the enactment of this legislation will result in quicker, more efcient transactions, and enhance cross-border
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trade with the other East African countries, which have already established electronic trading platforms. In order to effectively regulate the market, CMA, with funding from the Government of Uganda, will procure a Surveillance System for the SCD. The Surveillance System will aide the regulator in providing oversight to back ofce operations and electronic trading when it commences at the Exchange.
IOSCO MMoU Application
The International Organization of Securities Commissions Multilateral Memorandum of Understanding (IOSCO MMOU) concerning consultation, cooperation and the exchange of information was formulated to facilitate the exchange of information and foster mutual assistance in investigating possible securities violation among members of IOSCO. CMA, as a member of IOSCO recognises the fact that becoming a signatory of the IOSCO MMoU will greatly enhance its ability to supervise the cross-border activities of market intermediaries and give and receive assistance in investigation and enforcement. Management completed an application to become signatories to the IOSCO MMoU and conducted a peerreview of the application with the other regulators from the East African Securities Regulatory Authorities (EASRA). The IOSCO MMoU Application was approved by the Board on 27 August 2007 and thereafter submitted to IOSCO.
Pension Sector Reform
The Government of Uganda commenced the process of reforming Ugandas pension sector. CMA has actively participated in the process which is underway. It is expected that the reform process will result in the establishment of a pension sector regulator, and the development of the legal and regulatory framework for the pension sector.
Licensing and Approvals

Market Intermediary Licences Granted
1. 2. 3. During the year under review, CMA granted the following licences Fidelity Capital Management Limited was granted a Broker/Dealer and Investment Adviser License, which, subject to it becoming a member of the USE, authorizes it to purchase and sell securities on its own behalf or on behalf of its clients. Deloitte Uganda Limited was granted an Investment Adviser licence parts (a) and (b), which authorises it to give investment advice, issue or promulgate analyses or reports concerning securities. Insurance Company of East Africa (ICEA) Investment Services Uganda Limited was granted an Investment Adviser licence parts (a), (b) and (c) which authorises it to conduct the business of a Fund Manager in addition to providing investment advice, issue or promulgate analyses or reports concerning securities.
Approval of Securities Issues

During the period in issue, CMA approved the following issues;
Bond issue by Housing Finance Bank Limited (HFB)
CMA approved the issue of a UShs 30 Billion Corporate Bond by HFB. The bond would be issued in tranches of varying amounts over a period of 12 months. The rst tranche of UShs 6 Billion was listed on the USE on 17 January 2008. The proceeds of each issue will be used to fund the development of HFBs mortgage business. HFB is a public limited liability company which was incorporated in 1967 as Housing Finance Company
Limited. The company then changed its name to Housing Finance Bank Limited and on November 26, 2007 was granted a licence by Bank of Uganda to operate a commercial bank.
Uganda Clays Limited (UCL) Rights Issue
CMA approved a rights issue by UCL, which sought to raise UShs 10.6 Billion. The rights issue which was concluded on 24 May 2008 was oversubscribed by 10% and was an indication of investor condence in the market. Uganda Clays Ltd used the proceeds for the construction of a new kiln in Kamonkoli, Eastern Uganda, to meet its growing demand for building material in Uganda, the East Africa region and Southern Sudan.
New Vision Printing and Publishing Company Limited (NVPPCL) Rights Issue
CMA approved the application by NVPPCL to raise UShs 28.05 Billion through a rights issue. NVPPL would use the proceeds of the rights issue for expansion of its operations. The rights issue was oversubscribed by UShs 1 billion.
Supervision
Licencee Inspections
CMA conducted its annual inspection of licensed persons in March 2008 prior to the process of renewal of the intermediaries licenses. Pursuant to sections 31 and 33 of the CMA Act, licencees were required to apply for representative licences for staff members who conducted the business for which the intermediary was licensed. This has now been effected.
Licencee Workshop
CMA organized a licencee workshop on 3rd August 2007 to discuss compliance issues that had arisen during the year. CMA also provided training to participants on anti money laundering and nancing of terrorism in capital markets. The workshop was intended to improve communication between CMA and the licencees and provide a forum for both parties to discuss matters relating to the capital markets in Uganda. The participants had an opportunity to discuss the developments in the legal and regulatory framework of Ugandas capital market and the parties expectations under that framework. Emphasis was placed on training and skills development for intermediaries, development of a compliance culture, and the development of licencee associations to pursue the licencee interests. It was noted that the Broker Dealers had established the Association of Uganda Securities Broker Dealers for this purpose.
Enforcement
Safaricom Initial Public Offer (IPO) Refund Delays
The Safaricom IPO, which was conducted in Kenya closed on 23 April 2008 and attracted a lot of participation from investors in the region. At a value of US$ 300 million, this was largest offer in the history of East Africa. The Safaricom IPO was concluded on 4 June 2008 and was four times oversubscribed at 363% with applications for shares valued at UShs 120 Billion from 5,981Ugandan investors. As a result of the oversubscription, applicants were only allotted 21% of the shares they applied for. This led to unprecedented administrative challenges. To compound this, exchange rate uctuations caused many Ugandan investors to suffer foreign exchange losses from their refunds. Furthermore delays in processing refunds by brokers and a Central Bank of Kenya decision not to honour any third party cheques caused more losses. CMA Uganda, together with CMA Kenya, which was the parent regulator of the Safaricom issue, conducted an investigation and required the brokers to expedite the refund process and make weekly progress reports to CMA. The brokers were also required to issue press statements informing their clients of the steps they were taking to expedite the
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refund process. This enabled CMA track the progress with the refund process. It should be noted that during the IPO period CMA issued a regulatory notice to its licencees requiring that they advise their clients of the risks involved in investing in Safaricom to ensure that their investment could be suitable in accordance with the Capital Markets Conduct of Business Regulation. Going forward management is proposing a review of the legal and regulatory framework to provide for greater oversight of the refund process for the protection of investors. This will include enhanced disclosure of allotment policies and formulae by issuers. Mechanisms will also be established to allow retail investors pay for shares only after the allotment has been done. This will curb exchange rate losses as only funds for allotted shares will be remitted to the issuers receiving bank. Further proposals for legislative reform include making provisions for the deposit of interest income accrued during the IPO period by receiving banks into the Investor Compensation Fund.
Lawsuit led against CMA by Kampala City Council Football Club Ltd
Following the dismissal of an application for leave to apply for judicial review, Kampala City Council Football Club Limited led a lawsuit against CMA in the Commercial Court seeking a declaration that CMA did not have the jurisdiction to intervene in an offer of securities which it sought to conduct in April 2007 without CMA approval. The matter was referred for mediation on August 1, 2007, but the parties were unable to resolve the disputed and elected to proceed with the suit. Both parties then called witnesses and adduced evidence to support their respective claims. The parties closed their cases on 10 June 2008 and prepared written submissions which were delivered to the court. The parties are awaiting judgement, which will be on notice.
Uganda Securities Exchange (USE) Suspension of Crane Financial Services Limited (CFS)
In April 2008 USE took disciplinary action against CFS (who are licensed as broker/dealer and investment advisor) for wrongfully charging commissions, and misreporting the prices of securities traded on behalf of its client, National Social Security Fund (NSSF). USE required CFS to refund the wrongfully charged commissions and proceeds from wrongfully declared prices. USE also required CFS to forfeit to the USE all commissions earned on the transaction, and was suspended from the trading oor for six weeks with effect from 17 April 2008. In June 2008, Crane Financial Services appealed to CMA against the decision stating that it was ultra vires the USE Rules and was made with prejudice. However, on 25 June 2008, before CMA could nalize its consideration of the appeal, CFS gave notice of its acceptance of the USEs decision and withdrew its appeal.
Outlook
In the next nancial year the legal and compliance department will focus on improving the legal and regulatory regime to ensure that the market is orderly, fair and efcient and investors are protected. This will include the following; i. Developing and enacting regulations for the implementation of the SCD Act. ii. Conducting an assessment of all capital markets related laws taking into account developments in the market and international best practice iii. Devising a mechanism for greater surveillance of licencees and enforcement for breach of the law.
Developing the Capital Markets Industry in Uganda and the East African Region
In the 2007/08 nancial year the Capital Markets Authority (CMA) embarked on a number of initiatives geared towards the development of capital markets on both the domestic and regional fronts.
Domestic Initiatives
Financial Markets Development Plan
CMA actively participated in developing the 5-Year Financial Markets Development Plan, an initiative led by Bank of Uganda. A multi-sectoral Financial Markets Development Committee (FMDC) comprising of ve sub-committees with various players from the nancial sector spearheaded the process of developing the plan. The plan identies ve strategic goals against which the Terms of Reference of 5 sub committee were developed. These are outlined below; i. ii. iii. iv. v. Promoting market depth, breadth and competitive liquid markets Capacity building and infrastructure development Regionally integrated capita markets that support economic growth A growing investor base A well informed and vibrant nancial market
Similar plans are to be developed across the region. The consolidated East African plan will then further be discussed by the Monetary Affairs Committee (MAC) to agree on various issues and to map a way forward for EAC nancial markets integration. The implementation of the regional FMDP will be a major milestone towards attaining a monetary union and a single currency in the East African region.
Regional Initiatives
Great inroads were made on the regional integration front through the East African Securities Regulatory Authorities (EASRA) and the East African Capital Markets Development Committee (CMDC).
1. East African Securities Regulatory Authorities (EASRA)
In the period under review two EASRA meetings were held in September 2007 in Nairobi, Kenya and in March 2008 in Kampala, Uganda. At these meetings the securities regulators continued to work towards a harmonized securities regulatory framework in East Africa that would foster capital markets integration. As already mentioned earlier, the Capital Markets Advisory Council (CMAC) Rwanda signed the EASRA Memorandum of Understanding thereby becoming the fourth member of EASRA at the Kampala meeting. The entry of Rwanda into EASRA increases the size of East African capital markets thereby enhancing East Africas prole as a securities investment destination. At the same meetings the securities regulators also agreed to work together to review their laws and regulations so as to comply with the International Organization of Securities Commissions (IOSCO) thirty (30) objectives and principles of securities regulation. Funding and technical assistance were sought from FIRST Initiative as well as the Commonwealth Secretariat.
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The process of submitting the application to become signatories to the IOSCO MMoU helped identify various gaps and weaknesses in the respective laws and regulatory frameworks of the member states. This would therefore necessitate amendments being made to the respective legal and regulatory frameworks. In order to avoid piece-meal amendments to the legal and regulatory frameworks and ensure a comprehensive review of the regulatory framework, EASRA decided that the assessment for all 30 IOSCO Principles be undertaken before Amendments to the legal framework could be sought in the different jurisdictions. During the period under review, the EASRA sub-committee on disclosure, nancial and accounting standards also looked at a wide range of issues regarding the disclosure and eligibility requirements for the East African Fixed Income Securities Market Segment (FISMS) as well as the reporting requirements of Collective Investment Schemes (CIS) in the East African region. This was aimed at enhancing the regulatory environment of the Collective Investment Schemes and FISMS in the East African region with the overall objective of investor protection. On the disclosure and eligibility requirements for the FISMS for bank and insurance companies EASRA agreed as follows; i. ii. iii. iv. The member countries introducing a credit rating requirement for corporate and municipal bonds and issuers of securities that are issued to the public Subject to the recommendation above, amendments to the corporate bond guidelines should exclude nancial ratios Other nancial requirements such as net assets and capital requirements should be maintained Uniform bond issuance and listing requirements applicable to all sectors including banking and insurance
Regarding reporting requirements of CIS Fund Manager, Trustee and Custodian EASRA agreed that i. Publication of abridged nancial statements in a national daily not later than three calendar months from the accounting year end. ii. Information to accompany annual accounts should include a statements showing a. Total interests of all directors, executive ofcers, managers, or investment advisors of the CIS in the CIS or any subsidiary security. This is to curb unfair advantage by any of the persons in terms of entitlement to distributions to voting rights b. Details of any interest, that any director or associate of a director has in any entity which receives fees or other compensation from the CIS c. Details of any right, either contingent or otherwise, to subscribe for securities of the CIS granted to any directors, executive ofcers, managers or investment advisors, and of the exercise of any such right, or if there is no such interest, or no such right, that has been exercised or granted, a statement of that fact. iii. That the auditor, in addition to normal reporting, should report any irregularities or undesirable practice in the conduct of business of the company or any scheme managed by it, to the manager. This should be rectied within one month after which the auditor is to report to the regulatory authority iv. That annual or semi annual reports in respect of CIS activities led with the regulator should be made freely available to investors and include a statement concerning any units that have been redeemed or repurchased in the relevant period v. Require reporting of funds under management by fund managers EASRAs Market Development Sub Committee discussed the establishment of an EASRA website and agreed that each jurisdiction would dedicate a webpage in their website that contains standardized EASRA information, instead of having a fully edged EASRA website. The committee also discussed various market development proposals made to the annual pre budget meetings as well as the various consultancies under the Efcient Securities Markets Institutional Development (ESMID) intiative. This is also detailed below.
2. Capital Markets Development Committee and the Pre-budget meetings
At the Capital Markets Development Committee meetings in Arusha, Tanzania, and the Pre-budget meeting in the third and fourth quarters of the Financial Year, the three East African Securities Regulators, stock exchanges, and representatives from the insurance and pension sectors continued to jointly lobby for incentives and better policies towards the development of the capital markets and the non-banking nancial sector in the East African region. One of the outstanding achievements from their lobbying efforts has been the according of East African investors the domestic investor status for all Initial Public Offers. The status enables all citizens of the EAC partner states to be treated as local investors and pay a withholding tax at a rate of 5% in Kenya, and 10% in Uganda. Additionally in Kenya, all participating East Africans enjoy a 40% proportion that is reserved for allocation of all positions. The other achievement from these lobbying efforts has been the granting of a tax exemption on stamp duty for Asset-Backed Securities by the Ugandan government. Asset-Backed securities will play a very fundamental role in infrastructure nancing especially in providing long-term funding for housing mortgages through the issuance of Mortgage Backed Securities.
3. Efcient Securities Markets Institutional Development (ESMID)
CMA working with her counterparts in the East African region signed a Memorandum of Understanding (MOU) with the Efcient Securities Markets Institutional Development (ESMID) Initiative to further the development of capital markets in the East African region. The ESMID initiative brings together the Swedish International Development Cooperation Agency (Sida), International Finance Corporation (IFC) and the World Bank to develop well functioning securities markets in Africa. In East Africa ESMID is working with central banks, securities regulators, stock exchanges and other stakeholders to: i. ii. iii. iv. v. Simplify regulations and procedures for issuing and trading bonds, Establish an appropriate market structure, Strengthen secondary markets for bonds Build capacity of market participants Facilitate the regionalization of the markets
The ESMID initiative has a four pronged approach to assisting the East African markets encapsulated in four consultancies that were conducted simultaneously; The Legal & Regulatory Assistance Project which seeks to address the main obstacles of bond issuance in the laws and regulations, market structure and also rationalize the high issuance costs. The project will assist in the establishment of a framework to support the issuance of new products such as Asset Backed Securities in East Africa. The consultants working on this project held a number of meetings and consultations with various stakeholders in the region. A half-day high level stakeholders workshop on Asset Backed Securities was held in June 2008 in Kampala, Uganda. The workshop primarily focused on how Asset Backed Securities can be used to nance long-term projects in Uganda like housing, roads, and power plants and how public and private institutions can effectively and efciently issue Asset Backed Securities. It also tackled crosscutting issues pertinent to asset backed securities like taxation and regulatory requirements. The consultants working on this project will release the nal report on the recommended legal and regulatory framework for the bond markets by the end of 2008. The Strengthening of the Secondary Markets Project which aims at assisting the market participants to introduce measures to improve liquidity in the bond secondary markets through the establishment of an appropriate market structure. The Advisory Team of NASDAQ OMX was contracted to execute this
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project. The team held meetings with various market players in the region and also conducted a half-day seminar of market participants and operators in the market, to better understand the function and current bond-trading model. The seminar and meetings discussed corporate alternatives for bond trading, clearing and settlement. The teams discussed Over-the-Counter Trading Vs exchange trading, pre and post trade transparency, and the role of the different stakeholders in the bond market. They also presented a clearing and settlement model. The Training & Certication Project aims at improving the skills and level of professionalism among the market participants in the East African region. This project has two components; one aimed at introducing formal certication procedures for market players and the second aimed at providing specic and directed training on bonds and other securities to issuers, investors and intermediaries. The training modules of the different courses have already been developed and the consultant will hold training for trainers sessions to transfer their skills to the local trainers who will be conducting the training. The consultant will also conduct some training sessions using the developed course materials to test their effectiveness and obtain feedback from the stakeholders in the capital markets industry. The Regionalization Project aims at assisting the stakeholders in the East African capital markets develop an appropriate road-map for the implementation of a regional capital market. This project is being executed by Cadogan Consultants and Partners who also held a number of meetings with various market players in the region on various aspects of the regional integration of capital markets. They presented their preliminary ndings and recommendations at a workshop in Kampala, Uganda which was attended by ofcials from the regions stock exchanges, securities regulators, as well as the East African Community Secretariat and the World Bank. Amongst other things, the consultants recommended that the markets have common standards by activity and not by function in the licensing of market players. With regard to cross-border licensees, they proposed that the home regulator focuses on prudential regulation of the entity while the host regulator focuses on conduct of business. They also proposed a single point of access on trading platforms for both corporate bonds as well as equities in the region and a multi-currency settlement and payment system that supports cross-border trade. They were also of the view that an EAC investor compensation scheme should be established.
International Relations
In the period under review CMA also attended the meetings of the Committee on Insurance Securities and Non-Bank Financial Institutions (CISNA) of the South African Development Cooperation (SADC) as observers. Attending these meetings has enabled CMA to establish links and cooperation with the securities regulators in the South African region. In November 2007 CMA signed an MOU with the Reserve Bank of Zimbabwe (RBZ) at a CISNA meeting. The MOU with RBZ brings to 6 the MOUs CMA has so far signed with regulators in other jurisdictions. These are Nigeria, South Africa, Zambia, Swaziland and Mauritius. Afliation to CISNA has also garnered training for nancial sector supervisors in Uganda and Kenya through FIRST Initiative which will provide this training to SADC non-bank regulators.
Future Outlook
CMA as a matter of policy will continue to forge relationships with securities regulators in other jurisdictions through EASRA, IOSCO and other fora s so as to tap into the synergies that exist between the different securities markets. Regional and International cooperation also enhances the capacity of CMA to address regulatory challenges that come with a globalised market.
Broaden the Understanding of Capital Markets and Lead to Increased Participation By Ugandans
Making effective nancial decisions and knowing how to manage investments are skills critical to enjoying a secure nancial future. Yet many individuals lack the knowledge necessary to make sound nancial choices, as evidenced by falling savings rates, mounting consumer debt, and a growing dependence on banking institutions. These indicators suggest that access to nancial literacy programmes is a pressing need in our society, especially for groups such as youth and families transitioning from welfare to self sufciency. This report presents key principles and operations of nancial literacy programs conducted by the Authority in the period under review. It covers the approaches to providing public education for purposes of broadening the understanding of capital markets amongst targeted groups in a bid to increase participation on the market.
Broaden The Understanding of Capital Markets
Over the last two decades, changes in our public education have been enhanced by new strategies that have brought the issue of investor education to the forefront. Further, changes/needs in investor information have shifted greater responsibility to CMA and demanded for aggressive promotion of investor protection messages. This has seen a wide variety of programs and information offered to the public to address issues of procedures of investing in capital markets, role of market players and listed companies and how the to protect ones investments. The programmes are focused to two main categories of people namely the youth (17 25) who are the future investors and professionals (27 40). The key ingredient to increasing participation in the capital markets industry. Some of the programmes that were implemented in this nancial year include: Secondary Schools Challenge University Challenge Seminars for schools and universities Ofce to Ofce campaigns Exhibitions Production of educational material In addition to these activities CMA hosted 3 ofcials from the corporate communications department of CMA Kenya. The three ofcials were on a one week attachment to have a hands on experience of CMA (U) public education activities particularly those targeting the youth i.e. the University and Schools Challenge. During their stay, they visited the Capital Markets Investment Club in Makerere University Business School, which was formed during the 2007 University Challenge. CMA Uganda staff also engaged them in discussions on the nature, costs, strengths and challenges of the various education programmes, and how they can be applied to Kenya and to East Africa as a whole. Following their visit, the Rwanda and Tanzanian securities regulatory Authorities also have expressed interest in holding East African regional school and university challenges. The success of CMAs education programmes, particularly among the youth, has generated a lot of interest among the regional and international nancial sector regulators, who have sought to learn from Ugandas experience.
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The programmes are guided by four strategic areas of focus: 1) Educate to promote public awareness of the investment opportunities in the capital markets industry including education on decision making processes and operating mechanisms involved. Advocate for market growth through policy reforms to provide for efcient markets operation. Communicate to build condence in the market by disseminating messages on risks, investor rights, roles and responsibilities in the market. Promoting capital markets to increase the numbers of products on the market and increase participation on the market through educating private sector companies to look at the market options for raising capital and project nancing and encouraging the public to invest in the available products.
2) 3) 4)
In consideration of the nature of activities, the print and electronic media has been an ally and has been leveraged in order to get messages across to the target groups and achieve the desired behavior. The ultimate goal of the programmes is to provide participants with the skills needed to effectively tackle investment matters and make positive nancial choices as regards to capital markets. In this regard, the Authoritys Public Education and Communication Strategy will guide exchange and dissemination of information in order to achieve the following key objectives; Establish strategic ways of promoting capital markets, Develop effective means of sensitizing and educating the public, Establish a two-way information management system between CMA and its stakeholders Set up avenues that CMA will use to enhance its public relations and corporate image, Create means of interacting with the media and how to relay educational messages through the media
Challenges
Monitoring and evaluation has been difcult in terms of benchmarking and tracking the communication programs, collecting feedback, and consultation reports and post-campaign evaluation of the outcomes. The next nancial year, CMA will focus on getting quantitative measurement based on targets set in the programmes objectives; process monitoring to cover mainly deliverables in terms of output as per the agreed schedule of activities. The second area of evaluation will cover qualitative measurement looking at the quality of the activities covering the level of participation in the approved activities, the level of awareness and the change in behavior desired. The evaluation will be carried out periodically to ensure that timely adjustments are made to the programmes.
Conclusion
In the next nancial year, the Authority will focus its programmes to improve investors understanding of nancial products and concepts through the dissemination of information using appropriate modes and channels. There will be more spotlight on developing the skills and condence of investors to become more aware of nancial risks and opportunities to make informed choices, to know where to go for help, and to take other effective actions to improve their nancial well-being.
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Support Ugandan Companies List Successfully on the Uganda Securities Exchange

CMA commissioned a study in May 2008 geared towards understanding the bottlenecks to private sector access to long-term nancing in Ugandas capital markets. This study is a follow-up of two studies commissioned by the GTZ/Sida Financial Systems Development Programme on Private Sector Opinions on Listing and the Statistical Prole of the Securities Markets in 1999 and 2002 respectively. The raw data was collected and analyzed by UMACIS consulting and the report was written by CMA staff.
The major objectives of the study were:

i. ii. iii.
To establish the level of awareness and perceptions about capital markets in the private sector and among key stakeholders in both the private and public sectors. To establish the appropriateness of the capital markets legal and regulatory framework to Ugandas private sector. To identify the impediments to private sector access to capital markets in Uganda and the possible solutions to address them.
The nal report of the study ndings will be published and disseminated to the various stakeholders in the capital markets industry and the general public at the annual CMA end of year seminar in November 2008. The recommendations of this report will guide the Authority in developing policies to improve the current framework for raising either debt or equity through Ugandas capital market.
Future Outlook
In the next nancial year CMA will step up its efforts of reaching out to private sector companies encouraging them to explore the vast nancing opportunities available in Ugandas capital markets. CMAs 5-Year corporate strategy and 3-Year Public Education Strategy will provide strategic direction. Much as the Governments privatization programme has tremendously contributed to the development of Ugandas capital markets, private companies raising capital through the capital markets is the only sure way of sustainable development of the securities market and the growth of the industry.
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Develop The Authority To Enable It Fulll And Deliver On Its Mandate And Project A Positive Image As An International Standard Organization
The Authority is composed of a Board of Directors as the policy making organ and 24 members of staff. These include support and professional staff, who effect implementation of policy at various levels. For effective and efcient realization of the Authoritys mandate, the Authority is divided into ve (5) departments through which members of staff make their contribution towards achievement of the Authoritys overall mandate. The current staff structure is included at the end of this report. This mandate constitutes regulating and promoting a robust, transparent, fair and efcient capital market in Uganda. Consequently, the Authority attaches high importance to the quality and development of its human resource which is the most important factor of production in the achievement of its strategic plans. These have been established to guide the Authority in attaining its objectives and enable the Authority continuously improve its capacity to further capital markets development in Uganda. Each of the initiatives that have enabled us achieve this objectives are expounded below;
Strategic Initiatives
(a)
Continuous improvement of human resource to exhibit high caliber, versatile skills, resilience and knowledge of capital markets trends, developments and practices both nationally and internationally through capacity building training, exposure and staff development; The Authority recognizes the need for staff development and the need to keep in sync with the dynamic market practices and trends. Accordingly, the Authority sponsored staff for exposure study tours to developed capital markets across the world. Some of the signicant study tours/exposure/attachment programs include the United States of America Securities & Exchange Commission International Institute for Securities Market Development, Toronto Leadership Center Supervisors Training, Annual Financial Services Authority (UK) Financial Sector Regulators Seminar, Emerging Markets Programme in Malaysia and Board exposure to the Malaysia Securities Market. It is on the basis of the learning from such study tours, trainings & staff attachments that the Authority is able to bench mark itself against best practice and take better informed steps towards capital markets development in Uganda. This has positively impacted on the performance of staff as individuals and enhanced capital markets development as a whole, in the nancial year 2007/8. (b) Develop and integrate a modern Management Information System (MIS) that enables the Authority to deliver timely and accurate information; The Authority has continued to utilize the Pastel Accounting Software for effective nancial management and delivery of timely and accurate nancial analysis. For better management of its Resource Center, the Authority acquired CDS/ISIS (for Windows) which enables the management of its library database. The Resource Center is open to the public and has enabled the furtherance of nancial literacy to all who use it. The Authority will continue to work towards development and integration of modern MIS with a view to improving our efciency and effectiveness. (c) Build institutional capacity to take up other mandates At the time the strategic plan was being developed, a study on the possibility of having a non bank nancial institutions regulator proposed that Capital Markets Authoritys mandate be expanded to oversee the pension funds reform and regulation. However, it appears that the Ministry of Finance, Planning & Economic Development prefers a separate regulator to be formed to regulate the pensions industry in Uganda. Nevertheless CMA has continued to be actively involved in the consultations on pension reform and regulation.
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(d)
Ensure corporate governance is emphasized throughout the management structures of the Authority (board evaluation committee, risk management strategy, internal audit, code of conduct) CMA is committed to the highest level of corporate governance and voluntarily obliges with the Capital Markets corporate governance guidelines 2003 and best practice where applicable. CMA is governed by a unitary board comprising a chairperson and representatives from the private and public sectors. Six members are ex-ofcio, by virtue of their public ofces while the other six members represent private sector interests such as lawyers and accountants. The Board is appointed by the Minister of Finance, Planning and Economic Development and is accountable to the Minister of Finance Planning and Economic Development for ensuring compliance with the CMA Act (Cap 84). The Board members have experience and expertise in legal, nancial, business and administrative matters. Upon joining the Board, new members receive an induction and industry study tour organized by the Authority. With the exception of the Chief Executive Ofcer, all members of the Board are Non Executive Directors. Day to day operations of the Authority are performed by the management team led by the Chief Executive Ofcer. In order to ensure that balance of power is maintained and that there are adequate checks and balances, there is a clear separation of the roles and responsibilities of the Chairperson and the Chief Executive Ofcer. During the year, there was one main change to the composition of the Board. Mr. Christopher Kigenyi, Executive Director, Bank of Africa was appointed as the representative of the Uganda Bankers Association by the Minister of Finance, Planning and Economic Development in March 2008, replacing Mr. Kitili Mbathi, then Managing Director, Stanbic Bank (U) Ltd, who resigned from the Board. The Boards functions, include reviewing and guiding corporate strategy, major plans of action, risk policy, annual budgets and business plans; setting performance objectives; monitoring corporate performance; and overseeing major capital expenditures. The Legal & Compliance Department of CMA performs the duties of Secretary to the Board and is responsible for proper administration of the Board proceedings, and for the provision of administrative / secretarial services and legal advice to the Board. The Board members adhere to the standard of conduct expected of them and prescribed in the Board Manual. Instances of conict of interest are addressed through disclosure. A declaration of the interest is required under the Conict of Interest Guidelines which apply to both Board and Staff.
Remuneration of the Board
The members of the Board are entitled to remuneration and allowances out of the General Fund of the Authority, as determined by the Minister of Finance Planning and Economic Development. In practice, these allowances and remuneration have comprised a retainer fee and a sitting allowance, payable by at the end of each month net of income tax. Board members are also entitled to subsistence allowances for ofcial travels. Table A and B below details the allowances.
A: Allowances relating to meetings

Chairman Members Monthly Retainer UShs 150,000 UShs 100,000 Sitting allowance UShs 150,000 UShs 125,000
B: Allowances relating to travel

Day allowance for travel within Uganda (Day only) UShs 100,000 per day UShs 75,000 per day Subsistence allowance for travel within Uganda ( Overnight Stay) UShs 150,000 per night UShs 125,000 per night Subsistence allowance for travel outside Uganda $330 per day $270 per day
Chairman Members
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The Board of Directors (as at 30th June 2008)

During the period under review, the Board was composed as follows;
Mr. Twaha Kaawaase

Mr. Kaawaase is a partner in one of the leading local accountancy rms, Sejjaaka, Kaawaase & Co, Certied Public Accountants. He is a Fellow of the Association of Chartered Certied Accountants (FCCA) and a member of the Institute of Certied Public Accountants of Uganda (ICPAU). He is a senior lecturer to post graduate students at Makerere University Business School. Before he joined the accountancy practice, he held senior positions in the insurance industry. He also sits on various Boards including Civil Aviation Authority and National Planning Authority
Mr. Bisereko Kyomuhendo

Mr. Kyomuhendo is an advocate and Acting Registrar General and Registrar of Companies in the Ministry of Justice & Constitutional Affairs.
Mr. Billy Kainamura

Mr. Kainamura is an advocate and Acting Solicitor General.
Ms. Anne Margaret Idro Canowira

Ms. Canowira is the Senior Manager Private Sector (Marketing) with the National Insurance Corporation. Ms. Canowira is a member of the Chartered Institute of Insurance in London. She represented the Insurance Institute on the Board.
Ms. Sarah Walusimbi

Ms. Sarah Walusimbi is an advocate and Director with Nice House of Plastics Limited and Company Secretary for Uganda Batteries and Jesa Dairy Farm Limited. She represented the Uganda Manufacturers Association on the Board.
Mr. Robert Kabonero

Mr. Kabonero is a business entrepreneur and Managing Director of Audley Limited. He pioneered a number of business ventures in telecommunications and Information Technology sectors. He represents the Uganda National Chamber of Commerce and Industry on the Board
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Dr. Alan Senkatuka Shonubi

Dr. Shonubi is an advocate and Partner of M/S Shonubi, Musoke & Co. Advocates. He represents the Uganda Law Society on the Board.
Ms. Maris Wanyera

Ms. Wanyera is the Acting Commissioner, Macro Economic Policy Department, Ministry of Finance, Planning and Economic Development. She represents the Permanent Secretary/Secretary to the Treasury at the Ministry of Finance.
Mr. Wasswa Kajubi

Mr. Kajubi is a banker by profession, and is Director, Trade and External Debt Department, Bank of Uganda. He represented the Central Bank Governor on the Board.
Mr. Christopher Kigenyi

Mr. Kigenyi is a Banker by Profession and the Executive Director, Bank of Africa. He represented the Uganda Bankers Association on the Board.
Mr. Japheth Katto

Mr. Katto is an Accountant by Profession. He is a Fellow of the Association of Chartered Certied Accountants (FCCA) and a member of the Institute of Certied Public Accountants of Uganda. He also is a Board member of the International Federation of Accountants (IFAC). Mr. Katto is the CMAs Chief Executive Ofcer.
Mr. John C. Mpalampa

Mr. Mpalampa is an accountant by Profession and a Partner of M/S Carr Stanyer Sims & Co. Certied Public Accountants. He represents the Institute of Certied Public Accountants of Uganda on the Board
Board Meetings
The Capital Markets Authority Act (Cap 84) requires the Board to hold meetings at least once every month. In keeping with this provision, the Board convened meetings once every month, with the exception of an extra ordinary meeting that was held on 18th June 2008 to discuss the corporate strategy and the three year business plan of the Authority. In this regard, there were thirteen meetings of the Board held during the period July 2007- June 2008. A record of attendance of each member during the period under review is reected in table C below.
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Table C CMA Board Members Meeting Attendance (July 2007- June 2008)
Board Member July N/A X X X Aug N/A X X X X X X Sept N/A X X X X Oct N/A X X Nov N/A X X Dec N/A X X Jan N/A X X X X Feb N/A X X X X X March N/A X X April X X May X X X X June X X X X X X *June X X X Total 13/13 1 /4 8/13 7/13 7/13 4/13 12/13 9/13 12/13 10/13 7/13 12/13
Twaha Kaawaase Christopher Kigenyi Yoweri Wasswa Kajubi Billy Kainamura Maris Wanyera Bisereko Kyomuhendo Sarah Walusimbi Robert Kabonero John Christopher Mpalampa Anne Idro Canowira Alan Senkatuka Shonubi Japheth Katto
Mr. Christopher Kigenyi was appointed to the Board in March 2008. * Extra ordinary meeting held on 18th June 2008
Board Training
During the year under review the Board members undertook training and exposure programs to better equip them for their oversight and strategic roles at CMA. The Board training and exposure is essential in keeping board members abreast with developments in the global securities market. During the period under review members of the Board participated in a study tour to the Malaysian Securities Commission, and attended the African Stock Exchanges Association (ASEA) Conference in Ghana.
Board Committees
For purposes of efciency, the Board is divided into ve committees.
CMA Board Research & Market Development Committee
Legal Committee
Finance Committee
Human Resource Committee
Audit Committee
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All Board Committees are governed by Terms of Reference developed by the Board and are mandated to make recommendations to the Board on all matters under their consideration. In terms of composition, the Committees comprise Board members with pertinent expertise in the various areas in order to maximize technical capability at the Committee level, where issues are dealt with in depth. The function and structure of the Committees for the year under review are described below.
The Legal Committee

The Legal Committee comprised: Mr. Billy Kainamura- Chairman Dr. Alan Senkatuka Shonubi Mr. Twaha Kaawaase Mr. Bisereko Kyomuhendo Ms. Sarah Walusimbi Mr. Japheth Katto - Chief Executive Ofcer
During the period July 2007- June 2008 the Legal Committee convened six meetings to consider applications for licenses, application for approval of a rights issue by Uganda Clays Ltd , application by the CMA to become signatories to the International Organization of Securities Commission Multilateral Memorandum of Understanding ( IOSCO MMoU), and approval of the CMA ( Anti-Money Laundering Guidelines ) .
The Finance Committee

The Finance Committee comprised: Mr. Y. Wasswa Kajubi Acting Chairman Ms. Maris Wanyera Mr. Bisereko Kyomuhendo Mr. Japheth Katto - Chief Executive Ofcer Mr. Twaha Kaawaase
The Committee is responsible for the Authoritys nancial management. The Authority submitted to the Ministry of Finance, Planning and Economic Development, quarterly reports of activities and nancial matters. At the end of every nancial year, the Authority submits its annual report and audited accounts which are also published and made available to the public. The Committee convened ve meetings during the period under review to consider the nancial and activity reports of the Authority and the budget for the nancial year 2008/2009.
The Human Resource Committee

The Human Resource Committee comprised: Ms. Sarah Walusimbi-Chairperson Mr. Billy Kainamura Mr. Robert Kabonero Mr. Japheth Katto - Chief Executive Ofcer Mr. Twaha Kaawaase
The Human Resource Committee is responsible for monitoring, appraising performance of management, reviewing all human resource policies, handling disciplinary matters and determining remuneration. The Committee makes recommendations to the Board on all human resource matters. The Committee held four meetings during the period under review to consider issues of remuneration, general administration issues, loan schemes, retirement /provident fund administration and the implementation of a new organizational structure.
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The Audit Committee

The Audit Committee comprised: Mr. John Christopher Mpalampa Chairman Dr Alan Senkatuka Shonubi
The critical role of internal audit makes it imperative to have an independent Audit Committee. In terms of its functions, the Audit Committee plays a critical role in the corporate governance structure by overseeing internal controls, accountability and reporting structures and risk management. The Audit Committee met once during the period under review to consider the Board report and nancial statements for the year ended June 30th 2007, the CMA business issues and internal controls report and, the internal Audit report for the following Quarters (July-September 2007, October December 2007, January- March 2008).
The Research & Market Development Committee

The Research & Market Development Committee comprised: Mr. Y. Wasswa Kajubi Chairman Ms. Maris Wanyera Mr. Robert Kabonero Mr. Japheth Katto - Chief Executive Ofcer Mr. Twaha Kaawaase
The role of the research and market development committee spans out of the Authoritys mandate for market development. The committee guides the Authority in the undertaking of research on various topical themes and guides the Minister of Finance Planning and Economic Development on appropriate economic policies to increase both the demand for and the supply of securities to the market. This committee is also responsible for all publications by the Authority and the establishment of all strategic alliances that would enable the Authority fulll its research, market development and investor protection mandates.
Contracts Committee (Not a Committee of the Board)
This committee is established under sections 27 & 28 of the Public Procurement and Disposal of Public Assets Authority (PPDA) Act 2003 and regulations 46 49 of the PPDA Act. Under this Act, all government and statutory bodies are required to establish a Contracts Committee. An evaluation committee is also constituted as and when they are required as stipulated in the PPDA Act. The role of the Contracts Committee is to approve the procurement and disposal of all goods, works and services of the Authority.
The Committee comprised: Ms. Anne Mpendo Chairperson Mr. Eric Lokolong - Secretary Mr. John Suuza Representative of the Solicitor General
Mrs. Ann Muhangi Member Ms. Phoebe Kiconco - Member
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PPDA conducts inspections of the various procuring entities every two years. In June 2008, PPDA conducted an inspection of CMAs procurement procedures and our adherence to the laws, guidelines and regulations provided under the PPDA Act. PPDA published compliance rankings of public institutions and CMA was not only found compliant but was ranked second (2nd) amongst several entities that had been inspected.
Corporate Social responsibility
In parallel with its continuing effort to regulate and promote capital markets in Uganda. CMA carries out some activities to help disadvantaged persons. The CMA contributed towards the MTN Marathon the proceeds of which were used to help expectant mothers in Internally Displaced Peoples Camps in Northern Uganda which has had a long period of civil unrest. CMA also funded the purchase of T-shirts for the Uganda team that participated in the Special Olympics. The staff members also contributed towards surgical expenses of three children.
Internal Audit Function
The CMA has established an internal audit function by contracting an independent audit rm to evaluate nancial and other internal structures and systems. The Authorities books of accounts, accounting records and management reports are reviewed on a quarterly basis by the internal auditors and reports are presented to the Audit Committee.
External Audit
CMA produces annual accounts in accordance with section 8 of the Capital Markets Authority Act Cap 84. The external auditors are appointed by the Auditor General as required under section 8 (7) of the Act. PricewaterhouseCoopers, Certied Public Accountants were re-appointed auditors for the year ended June 2008.
Ethics
The CMA Board & Staff manuals provide a guide on acceptable behavior. All employees are expected to avoid activities and nancial interests that conict with their duties and responsibilities at the Authority. All Board members and senior management are to declare their assets and liabilities to the Inspector General of Government as required under section 5 of the Leadership Code Act cap 168. The CMA has promulgated Conict of Interest Guidelines which provide a framework within which employees can deal with conicts of interest. The Guidelines prohibit dealings in securities by an insider. However if one is not an insider then one can deal freely provided that he/she gives notice of the order of the transaction to the Authority within 7 days of giving such order to the broker. Whenever an employee/Board member of the Authority opens an account with a broker, the guidelines require that the Authority be informed of it and that an irrevocable order is sent to the broker by the Authority requiring a report on the dealings of the staff member. The Authority maintains a register detailing the securities transactions carried out by members of staff.
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Organisational structure
BOARD OF DIRECTORS CHIEF EXECUTIVE OFFICER
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PERSONAL ASSISTANT T TANT RESEARCH AND MARKET DEVELOPMENT DIRECTOR FINANCE AND PLANNING DIRECTOR PUBLIC EDUCATION MANAGER HUMAN RESOURCE & ADMIN. MANAGER SENIOR RESEARCH OFFICER SENIOR ADMINISTRATIVE OFFICER PUBLIC EDUCATION OFFICER FINANCE OFFICER INFORMATION ASSISTANT ACCOUNTS ASSISTANT CLIENT RELATIONS ASSISTANT DRIVERS
LEGAL AND COMPLIANCE DIRECTOR
COMPLIANCE MANAGER
LEGAL AFFAIRS MANAGER
SENIOR COMPLIANCE OFFICER (LEGAL)
SENIOR COMPLIANCE OFFICER (FINANCE)
SENIOR LEGAL OFFICER
Finance Report
Income
The Income of the Authority decreased by 52.2% from UShs. 4.02 Billion in the year 2006/07 to UShs. 1.92billion in the year 2007/08. This decrease was attributed mainly to the fact that the planned Initial Public Offering (IPO) of companies from the Government divestiture program were not realized. This had been the case with the Stanbic Bank IPO during the year 2006/2007 where Government sold 10% of its holding in the bank and Stanbic Investments Holding Company also sold another 10% to the public. Government IPOs boost income because 7% of the total proceeds expected from each government IPO is paid to the Authority as regulatory fees and contributions towards capital markets development. These funds are provided under a Memorandum of Understanding (MOU) that was signed on the 16th day of April 2002 between The Ministry of Finance, Planning and Economic Development,(represented by the Privatization Unit on one hand) and the Capital Markets Authority on the other hand. The IPO contributed UShs. 2.44 Billion in 2006/2007 (60.5%) to the overall revenue of the Authority.
The Authoritys other income is from the following sources: Government grant
This is in the form of grants from government and government agencies. The Authority received UShs. 1.078 billion from this source representing about 55.9% of the total income in 2007/08. This represents an increase from UShs. 1.076 Billion in 2006/07.
Internal
Internal sources of income include approval fees, investments, license fees, trading commissions and any other income. The Authority realized UShs776.19 Million from internal sources. This represents about 40.2% of the total income in 2007/08 up from UShs398.86 Million which was 9% of total income in 2006/07. The highest increment in internal income was from interest on investments which increased by 370% from UShs 44.3 million in 2006/07 to UShs 208.3 Million in 2007/8. The investments increased mainly due to the surplus realized in the year 2006/07. Internal revenue from transaction fees is expected to increase in future due to increased secondary market activity that will be made possible by electronic trading, having more companies seek long term nance through capital markets and the operation of Collective Investment Schemes.
Donations
Donations and contributions from development agencies and private sponsors of activities amounted to UShs 74 million which was 3.8% of total income in 2007/8 down from UShs 111.5 Million which was 3% of total income in 2006/7. Although as a percentage of the income donation increased, the donation amount went down and is likely to continue to decrease. These donations exclude direct payments and funding by donors especially GTZ/Sida Financial Systems Development Programme to providers of goods and services to CMA. Those payments form a signicant amount of donor support towards capital markets development and public education.
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Expenditure
The overall expenditure of the Authority increased by 25% from UShs1.67 billion in the year 2006/07 to Shs. 2.09 billion in the year 2007/08. This was attributed mainly to a 25% increase in staff costs from UShs 698million in the year 2006/07 to UShs 873million in the year 2007/08. This followed a review in the Authoritys salary structure in September 2007 and an increase in staff numbers. There was a 473% increment in net nance costs from 5.4% to 31.2%. There was also a 42% increment in other operating costs mainly due to increased capacity building and public education expenses to implement market development and public awareness programs. Overall, expenses of the Authority exceeded the income by UShs. 311.4 million This was because of decreased income highlighted above. The Authoritys general fund balance decreased from a surplus of UShs2.23 billion in the year 2006/07 to a surplus of UShs2.019 billion during the year under review.
Capital Expenditure
Capital expenditure during the nancial year under review was at UShs21.9 million. The major items were:
Item Ofce Equipment Furniture & Fittings Total
UShs (000) 17.9 4.0 21.9
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Capital Markets Authority Financial Statements for the year ended 30 June 2008
Capital Markets Authority
Board Report and Financial Statements

For the year ended 30 June 2008
Content
Directors and Professional Advisors Report of the Directors Statement of Directors Responsibilities Auditor Generals Report Income Statement Balance Sheet Statement of Fund Balance Cash Flow Statement Notes to the Financial Statements
Page
2 3 4 5 6 7 8 9 10
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Directors And Professional Advisors

Directors Mr. Twaha Kaawaase Mr. Bisereko Kyomuhendo Mr. Billy Kainamura Mr. Grace Jethro Kavuma Mr. John Wafula Mr. Robert Kabonero Dr. Olli-Pekka Ruuskanen Dr. Allan Shonubi Ms. Maris Wanyera Mr. Stephen Kaboyo Mr. Steven Turyahikayo Mr. Japheth Katto Chairman Member Member Member Member Member Member Member Member Member Member Chief Executive Ofcer
Company Secretary
Ms. Angela Kiryabwire Kanyima Capital Markets Authority 8th Floor, Jubilee Insurance Center 14 Parliament Avenue P.O. Box 24565 Kampala 8th Floor, Jubilee Insurance Center 14 Parliament Avenue P.O. Box 24565 Kampala Deloitte & Touche Certied Public Accountants (Uganda) 3rd Floor, Rwenzori House P.O. Box 10314 Kampala Standard Chartered Bank Uganda Limited 5 Speke Road P.O. Box 7111 Kampala Stanbic Bank Uganda Limited Crested Towers, Hannington Road P.O. Box 7131 Kampala
Registered Ofce
Auditors
Bankers
Lawyers
Legal and Compliance Manager Capital Markets Authority 8th Floor, Jubilee Insurance Center 14 Parliament Avenue P.O. Box 24565 Kampala Appointment Date 23.09.2008 23.09.2008 23.09.2008 22.09.2008 22.09.2008 22.09.2008 22.09.2008 22.09.2008 27.09.2008 22.09.2008 22.09.2008
Board Members New Appointments Steven Turyahikayo Stephen Kaboyo Grace Jethro Kavuma John Wafula Olli-Pekka Ruuskanen Re-Appointments Bisereko Kyomuhendo Twaha Kaawaase Billy Kainamura Robert Kabonero Allan Shonubi Maris Wanyera
Report of The Directors For The Year Ended 30 June 2008

The directors present their report together with the audited nancial statements of the Authority for the year ended 30 June 2008.
Activities
The Authority was established under the Capital Markets Authority Act (CAP 84) for the purpose of promoting and facilitating the development of an orderly, fair and efcient capital markets industry in Uganda and regulate stock exchanges, brokers/dealers, investment advisors and all other persons dealing in securities business.
Results
Ushs 000
Decit for the year Directors
(168,541)
The current Members of the Board are shown on page 2. Members of the Board serve for a three term period. The last Board term ended on 22 August 2008. The following members retired Ms. Sarah Walusimbi, Mr. Wasswa Kajubi, Mr. John C. Mpalampa, Ms. Anne Idro Canowira and Mr. Christopher Kigenyi. The new members appointed include; Mr. Grace Jethro Kavuma, Mr. John Wafula, Dr. Olli-Pekka Ruuskanen, Mr. Stephen Kaboyo and Mr. Steven Turyahikayo.
Auditors
Deloitte & Touche who were appointed during the year by the Auditor General have expressed their willingness to continue in ofce under section 9 (10) of the Capital Markets Authority Act (CAP 84).
30 JUNE 2008 CMA
ANNUAL REPORT
Statement of Directors Responsibilities

The Capital Markets Authority Act requires the directors to prepare nancial statements for each nancial year which give a true and fair view of the state of affairs of the Authority as at the end of the nancial year and of the operating results for that year. It also requires the directors to ensure that the Authority keeps proper accounting records which disclose with reasonable accuracy at any time the nancial position of the Authority. They are also responsible for safeguarding the assets of the Authority. The directors are responsible for the preparation and fair presentation of these nancial statements in accordance with applicable International Financial Reporting Standards. This responsibility includes: designing, implementing and maintaining internal controls relevant to the preparation and fair presentation of nancial statements that are free from material misstatement, whether due to fraud or error, selecting and applying appropriate accounting policies, and making accounting estimates that are reasonable in the circumstances. The directors accept responsibility for the annual nancial statements, which have been prepared using appropriate accounting policies supported by reasonable and prudent judgments and estimates, in conformity with applicable International Financial Reporting Standards and in the manner required by the Capital Markets Authority Act. The directors are of the opinion that the nancial statements give a true and fair view of the state of the nancial affairs of the Authority and of its operating results. The directors further accept responsibility for the maintenance of accounting records which may be relied upon in the preparation of nancial statements, as well as adequate systems of internal nancial control. Nothing has come to the attention of the directors to indicate that the Authority will not remain a going concern for at least the next twelve months from the date of this statement. Signed on behalf of the Board of Directors by;
_________________________ Chief Executive Ofcer _____________________ 2008
________________________ Chairman Board of Directors _________________________2008
Auditor Generals Report

Under section 8 (11) of the Capital Markets Authority Act (Cap 84), I am required to audit the accounts of the Capital Markets Authority. In accordance with the provisions of the same section, I appointed Messrs Deloitte and Touche, Certied Public Accountants, to audit the accounts of the authority on my behalf and report to me so as to enable me report to Parliament.
Report
The nancial statements of Capital Markets Authority set out on page 6 to 19 which comprise of the balance sheet as at 30th June 2008, the income and expenditure statement, statement of changes in equity and cash ow statement for the year the ended, and a summary of signicant accounting policies and other explanatory notes have been audited.
Directors responsibility for the Financial Statements

The Directors are responsible for the preparation and fair presentation of these nancial statements in accordance with International Financial Reporting Standards and the requirements of the Capital Markets Act. This responsibility includes designing, implementing and maintaining internal controls relevant to the preparation and fair presentation of nancial statements that are free from material misstatement, whether due to fraud or error, selecting and applying appropriate accounting policies and making accounting estimates that are reasonable in the circumstances.
Auditors responsibility
The responsibility of the auditor is to express an independent opinion on the nancial statements based on the audit. The audit was conducted in accordance with International Standards on Auditing. Those standards require that the audit is planned and performed to obtain reasonable assurance to whether the nancial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the nancial statement. The procedures selected depend on the Auditors judgement, including the assessment of the risks of the material misstatement of the nancial statements, whether due to fraud or error. In making those risks assessments, the Auditor considers the internal controls relevant to the entitys preparation and fair presentation of the nancial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness of the entitys internal controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by Directors, as well as evaluating the overall presentation of the nancial statements.
Opinion
In my opinion the nancial statements give a true and fair view of the state of Affairs of the Authority as at 30th June 2008 and of its decit and cash ows for the year ended in accordance with International Financial Reporting Standards and the requirements of the Capital Markets Authority Act (Cap 84).
Report on Other Legal and Regulatory Requirements

As required by the Capital Markets Authority Act we report to you based on our audit that: i) All the information and explanations which were necessary for the purposes of the audit were obtained; ii) In my opinion, proper books of account have been kept by the Authority, so far as appears from the examination of those books; and iii) The Authoritys Balance Sheet and Income Statement are in agreement with the books of account.
John. F. S. Muwanga
AUDITOR GENERAL Kampala 18th December 2008.
30 JUNE 2008 CMA
ANNUAL REPORT
Income Statement For the year ended 30 June 2008

Note Income Government revenue grants Privatisation Unit grant Donations Prospectus and oatation fees Licensing fees Interest income Release of capital grants Other income 7 4 5 6 1,078,146 74,030 100,600 47,923 208,813 89,032 329,227 1,927,771 Expenditure Staff costs Net nance costs Administrative expenses Other operating expenses 9 10 8 873,429 31,326 565,655 625,902 2,096,312 (Decit)/surplus for the year (168,541) 698,097 5,454 529,365 441,355 1,674,271 2,348,922 1,076,343 2,436,483 111,509 143,328 28,647 44,326 112,646 69,911 4,023,193 2008 Ushs 000 2007 Ushs 000
Balance Sheet 30 June 2008

General fund Note ASSETS Non-current assets Equipment Intangible assets 13 14 37,900 1,826 39,726 37,900 1,826 39,726 104,989 3,748 108,737 Ushs 000 Investor Compensation fund Ushs 000 2008 Ushs 000 2007 Ushs 000
Current assets Held-to-maturity investments Receivables Broker/dealer account Investor Compensation Fund Account Cash at bank and in hand Total assets CAPITAL EMPLOYED AND LIABILITIES Capital employed General fund Non-current liabilities Investor Compensation fund Capital grant 1,826,648 1,826,648 2,230,081 15 16 432,220 63,935 28,723 17 1,611,771 2,136,649 2,176,375 306,860 30,943 337,803 337,803 739,080 63,935 28,723 30,943 1,611,771 2,474,452 2,514,178 62,237 17,984 22,186 59,929 2,403,076 2,565,412 2,674,149
10 11
44,698 44,698
337,803 337,803
337,803 44,698 382,501
59,949 111,876 171,825
Current liabilities Brokers and dealers deposits Payables and accrued expenses Total equity and liabilities 18 100,000 205,029 305,029 2,176,375 337,803 100,000 205,029 305,029 2,514,178 80,000 192,243 272,243 2,674,149
The nancial statements on pages 11 to 20 were approved by the Board of Directors on ) )Directors )
2008 and were signed on its behalf by;
30 JUNE 2008 CMA
ANNUAL REPORT
Statement of Fund Balance For the Year ended 30 June 2008

General fund Ushs 000
2007 At 1 July Surplus for the year At 30 June (118,841) 2,348,922 2,230,081
2008 At 1 July Transfer to Compensation Fund Decit for the year At 30 June 2,230,081 (234,892) (168,541) 1,826,648
Cash Flow Statement For the year ended 30 June 2008

2008 Ushs 000 OPERATING ACTIVITIES (Decit)/surplus of income over expenditure Adjustments for: Interest income Depreciation Amortisation of software Release of capital grants Cash (out ows)/inows before working capital changes Increase in receivables Increase in broker/dealer deposits Increase in Investor compensation fund Increase in payables and accrued expenses Net cash inows from operating activities INVESTING ACTIVITIES Purchase of property and equipment Purchase of treasury bills Interest income on investments Redemption of treasury bills Net cash used in investing activities FINANCING ACTIVITIES Capital grant received Net cash generated from nancing activities (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS Cash and cash equivalents brought forward CASH AND CASH EQUIVALENTS CARRIED FORWARD Represented by: Cash at bank 1,671,437 2,485,191 21,854 21,854 (813,754) 2,485,191 1,671,437 23,657 23,657 299,735 2,185,456 2,485,191 (21,943) (5,940,780) 151,494 4,934,872 (876,357) (23,657) (3,123,140) 35,456 990,647 (2,120,694) (57,320) 89,032 1,921 (89,032) (223,940) (45,951) 20,000 277,854 12,786 40,749 (8,871) 112,646 1,871 (112,646) 2,341,922 (1,262) 15,000 11,029 30,083 2,396,772 (168,541) 2,348,922 2007 Ushs 000
30 JUNE 2008 CMA
ANNUAL REPORT
Notes to the nancial statements

1. General
The Authority is established in Uganda under the Capital Markets Authority Act (Cap 84) 1996, and domiciled in Uganda. The address of the ofce is: 14 Parliament Avenue 8th Floor, Jubilee Insurance Centre P. O Box 24565, Kampala - Uganda
2. Adoption of new and revised standards effective in the current period

In the current year, the company has adopted IFRS 7 Financial Instruments: Disclosures which is effective for annual reporting periods beginning on or after 1 January 2007, and the consequential amendments to IAS 1 Presentation of Financial Statements. The impact of the adoption of IFRS 7 and the changes to IAS 1 has been to expand the disclosures provided in these nancial statements regarding the companys nancial instruments and management of capital. Seven interpretations issued by the International Financial Reporting Interpretations Committee are effective for the current period. These are: IFRIC 7 Applying the Restatement Approach under IAS 29, Financial Reporting in Hyperinationary Economies; IFRIC 8 Scope of IFRS 2; IFRIC 9 Reassessment of Embedded Derivatives; IFRIC 10 Interim Financial Reporting and Impairment, IFRIC 11 - IFRS 2 Group and Treasury Share Transactions, IFRIC 12 Service Concession Arrangement and IFRIC 14 - IAS 19 Employee Benets: Effect of Minimum Funding Requirements on Asset Ceiling. The adoption of these interpretations has not led to any changes in the entitys accounting policies.
Standards and Interpretations effective in the current period
Standards and Interpretations issued in the current period
At the date of approval of these nancial statements, the following new or revised Standards and Interpretations were in issue but not yet effective: IFRS 8 - Operating Segments IAS 23 (Revised) - Borrowing costs IFRIC 13 - IAS 18 Revenue: Customer Loyalty Programs
3. Signicant accounting policies

The nancial statements are prepared in accordance with International Financial Reporting Standards.
Basis of preparation
The nancial statements are prepared under the historical basis of accounting modied to include the revaluation of certain nancial instruments in Uganda shillings (Ushs000). The principal accounting policies adopted in the preparation of these nancial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Revenue recognition
Government grants and donation including non-monetary grants are only recognised when there is reasonable assurance that the grants and donations will be received and the Authority will be able to comply with the conditions attaching to them. The grants are recognised as income on a systematic and rational basis over the useful life of the assets they are used to acquire.
10
Interest income is recognised in the income and expenditure statements on an accruals basis. Licensing fees from broker/dealers and investment advisers are recognised when the Authority has received an application for licence or renewal Trading fees from broker/dealers is recognised when received.
Translation of foreign currencies
Transactions in foreign currencies during the year are converted into Uganda Shillings at rates ruling at the transaction dates. Foreign exchange gains and losses resulting from the settlement of such transactions and from the re-translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income and expenditure account.
Financial assets and liabilities are initially recognised in the Authoritys statement of net assets at cost using settlement date accounting, when the Authority has become a party to the contractual provisions of the instrument.
Financial instruments
Investments with xed or determinable payments and xed maturity where the Authority has the positive intent and ability to hold to maturity are measured at amortised cost less accumulated impairment losses.
Held to maturity investments
Investments acquired principally for the purpose of generating a surplus from short-term uctuations in price or dealers margin are measured at their fair value. Gains/losses at their fair value are recognised in the income statement.
At fair value through statement of changes in fund balances
Available-for-sale investment
Investments that are not (a) receivable originated by the Authority, (b) held-to-maturity investments, or c) investments held at fair value through the statement of changes in fund balances. Gains or losses on revaluation of available for sale investments are dealt with in the fair value reserve fund, in the statement of changes in fund balances.
Equipment
All categories of equipment are stated at historical cost less depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the items. Subsequent costs are included in the assets carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benets associated with the item will ow to the company and the cost of the item can be measured reliably. All other repairs and maintenance are charged to the prot and loss account during the nancial period in which they are incurred. Critical estimates are made by the directors in determining depreciation rates for property, plant and equipment. Depreciation is calculated on the straight line basis to write down the cost of each asset to its residual value over its estimated useful life as follows; Ofce equipment Furniture and ttings Motor vehicles 3 years 4 years 4 years
Equipment is periodically reviewed for impairment. Where the carrying amount of an asset is greater than its estimated recoverable amount, it is written down immediately to its recoverable amount. The recoverable amount is the higher of an assets fair value less costs to sell and value in use. Gains and losses on disposal of equipment are determined by reference to their carrying amount and are included in the prot and loss account.
30 JUNE 2008 CMA
ANNUAL REPORT 11
Cash and cash equivalents
For the purposes of the cash ow statement, cash and cash equivalents comprise cash in hand and deposits held at call with banks and with less than 90 days to maturity form the date of acquisition.
Intangible assets
Where software is not an integral part of the related hardware, computer software is treated as an intangible asset. Intangible assets are measured initially at cost and are subsequently shown at historical cost less any accumulated amortization. Intangible assets are amortized on a straight-line basis over their useful lives of 4 years.
Investor Compensation fund
The investor compensation fund consists of contributions by the Authority (10% of any surplus for the year) from the general fund, compensation fund fee charged on brokers commission and interest accruing from investment of the fund in treasury bills.
Capital Markets Authority is an exempt organization in accordance with Section 2 of the Income Tax Act 1997.
Taxation
Comparatives
Where necessary, comparative gures have been adjusted to conform with changes in presentation in the current year.
12
Notes to the Financial Statements For the year ended 30 June 2008 (cont.)
2008 Ushs 000 2007 Ushs 000
Government Grants
Bank of Uganda 1,078,146 1,076,343
Analysis of Bank of Uganda Grant Total funds received Transfer to capital grant 1,100,000 21,854) 1,078,146 1,100,000 (23,657) 1,076,343
Privatisation Unit Grant

Capital Markets Authority (CMA) entered into a Memorandum of Understanding with the Privatization Unit (PU) which entitles CMA to nancial support from the Government of Uganda (GOU) in form of a fee out of every Initial Public Offering. The fee payable is 7% (seven per cent) of the Government proceeds expected from each Initial Public Offering.
Donations
GTZ/Sida Stanbic Bank Uganda Ltd 74,030 74,030 101,509 10,000 111,509
Other Income
Share trading commission Advertising and sale of tender documents Seminar fees Sales of Journals 315,117 14,110 329,227 50,143 17,585 1,429 754 69,911
Staff Costs
Salaries and wages Staff gratuity NSSF contribution Staff medical scheme Staff welfare Staff Provident Fund Overtime 637,814 35,778 66,200 22,449 35,144 73,639 2,405 873,429 502,697 32,013 54,366 19,608 32,013 54,296 3,104 698,097
30 JUNE 2008 CMA
ANNUAL REPORT 13
Notes to the Financial Statements For the year ended 30 June 2008 (cont.)
2008 Ushs 000 2007 Ushs 000 83,028 126,398 112,646 69,695 40,401 27,388 30,190 3,217 9,600 10,525 7,557 4,438 1,871 2,411 3,217 529,365
Administrative Expenditure
Ofce general expenses Ofce rent Depreciation Publication, printing and stationery expenses Motor vehicle maintenance and fuel Subscriptions Telephone, fax, postage and e-mail Advertisement and media coverage Statutory audit fees Internal audit fees Ofce repairs and maintenance Bank charges Amortisation of software Consultancy fees Directors emoluments 132,591 118,872 89,032 59,022 46,347 32,161 31,431 17,000 14,121 12,565 6,444 3,772 1,921 376 565,655
10
Other Operating Expenses

Mass education Capacity building Regional Co-operation Other Board expenses Directors fees and allowance Research 324,312 122,615 77,571 57,694 30,375 13,335 625,902 200,815 93,588 58,335 59,767 28,850 441,355
11
Investor Compensation Fund

Designated bank balance Investments Movement in Investor Compensation Fund At 1 July Interest and Contributions received during the year Transfer to Compensation Fund At 30 June 59,949 42,962 234,892 337,803 48,920 11,029 59,949 30,943 306,860 337,803 9,134 50,815 59,949
12
Capital Grant
At 1 July Capital grant received during the year Release of capital grant to income and expenditure account At 30 June 111,876 21,854 (89,032) 44,698 200,865 23,657 (112,646) 111,876
14
Notes to the Financial Statements for the year ended 30 June 2008 (cont.)
13 Equipment
Ofce equipment Ushs 000 Furniture & ttings Ushs 000 Motor Vehicles Ushs 000 Total Ushs 000
COST
At 1 July 2006 Additions At 30 June 2007 138,259 20,297 158,556 270,292 3,360 273,652 184,340 184,340 592,891 23,657 616,548
At 1 July 2007 Additions At 30 June 2008
158,556 17,912 176,468
273,652 4,031 277,683
184,340 184,340
616,548 21,943 638,491
DEPRECIATION
At 1 July 2006 Charge for the year At 30 June 2007 102,882 22,294 125,176 154,727 67,899 222,626 141,304 22,453 163,757 398,913 112,646 511,559
At 1 July 2007 Charge for the year At 30 June 2008
125,176 25,855 151,031
222,626 42,594 265,220
163,757 20,583 184,340
511,559 89,032 600,591
NET BOOK VALUE

At 30 June 2008 At 30 June 2007 25,437 33,380 12,463 51,026 20,583 37,900 104,989
30 JUNE 2008 CMA
ANNUAL REPORT 15
2008 Ushs 000 2007 Ushs 000
14
Intangible assets
Cost
At 1 July & 30 June 9,161 9,162
Amortization
At 1 July Charge for the year At 30 June Net Book Value 5,414 1,921 7,335 1,826 3,543 1,871 5,414 3,748
15
Held to maturity investments

Treasury bills
Maturity within three months Maturity after three months 1,295,264 739,080 2,034,344 2,104,192 62,237 2,166,429
The weighted average effective interest rate earned on investments for the year ended 30 June 2008 was 10.13% (2007: 9.33). Treasury bills maturing within three months have been disclosed as part of cash and cash equivalents. 2008 2007 Ushs 000 6,935 6,564 4,245 240 17,984
16
Receivables
Staff advances Prepayments Activity advance Other receivables
Ushs 000 47,025 7,850 8,820 240 63,935
16
17 Cash And Cash Equivalents
For the purposes of the cash ow statement, cash and cash equivalent comprise cash in hand, deposits held at call with banks and investments in money market instrumentsmaturing within three months net of bank overdrafts. In the balance sheet, bank overdrafts are included in borrowings in current liabilities. The year-end cash and cash equivalents comprise the following: 2008 Ushs 000 Broker dealer account Investor compensation fund account Cash at bank and in hand 28,723 30,943 1,611,771 1,671,437 2007 Ushs 000 22,186 59,929 2,403,076 2,485,191
The above balances include the amortised treasury bills maturing within three months.
18
Payables and accrued expenses

Creditors Other payables 170,116 34,913 205,029 165,837 26,406 192,243
19 20
There were no contingent liabilities as at 30 June 2008.(2007; Nil)
Contingent Liabilities
Capital Commitments
Capital Commitments 143,582,442 -
The capital commitments relate to orders placed for 2 motor vehicles as at 30 June 2008.
21 Related party transaction
The following transactions were carried out with related parties: 2008 2007 Ushs 000 183,990 32,013
i)
Key management compensation Salaries and other short term employment benets Gratuity
Ushs 000 161,370 35,778
ii)
Board Members remuneration Members fees and allowances 30,375 28,850
30 JUNE 2008 CMA
ANNUAL REPORT 17
22 Risk management policies
Financial Risk Management
The Authority has exposure to the following risks from its use of nancial instruments Credit risk Liquidity risk Interest risk Foreign risk
The Authoritys business activities include the promotion and facilitating the development of an orderly, fair and efcient capital markets industry in Uganda. Management endeavours at all times to minimise risks. Management has put in place elaborate policies in all its functions as a control against risk exposure. The Authority generates some of its revenues by investing in various income generating activities which involve trading in government securities. These activities expose the authority to a variety of nancial risks, including credit risk and interest rates. The authoritys overall risk management programme focuses on unpredictability of nancial markets and seeks to minimise potential adverse effects on its nancial performance. Risk management is carried out by management under policies approved by the Board. Management review the market trends and information available to evaluate the potential exposures. They then arrive at strategies to mitigate against market risks. Management provides written principles for overall risk management, as well as written policies covering specic areas such as foreign exchange risk, interest rate risk, credit risk, use of derivative nancial instruments and investing excess liquidity. The nancial management objectives and policies are as outlined below: (a) Credit risk Credit risk arises from amounts receivables.As part of the credit risk management system, management monitors receivables regularly. The amount that best represents the Authoritys maximum exposure to credit as at 30 June 2008 is made up as follows:
Total Ushs 000

As at 30 June 2008 Cash and cash equivalents Receivables 1,671,437 63,935
Fully Performing Ushs 000

1,671,437 63,935
Past due Ushs 000

-
Impaired Ushs 000

-
18
Total Ushs 000 As at 30 June 2007 Cash and cash equivalents Receivables 2,485,191 17,984
Fully Performing Ushs 000 2,485,191 17,984
Past due Ushs 000 -
Impaired Ushs 000 -
Cash and cash equivalents are fully performing. No collateral is held for any of the above assets. All receivables that are neither past due past due or impaired are within their approved credit limits, and no receivables have had their terms renegotiated. (b) Liquidity risk management Prudent liquidity risk management includes maintaining sufcient cash and market securities, the availability of funding through an adequate amount of committed credit facilities and the ability to close out market positions. (c ) Interest rate risk The Authoritys interest bearing assets are investments in treasury bonds, treasury bills, and xed deposits which are at variable and xed rates.The Authority has intent and ability to hold the investments to maturity. The investments are stated at amortised cost , less impairment losses. (d) Foreign exchange risk The Authority holds a signicant portion of its investments in local currency and is therefore not exposed to foreign exchange risk.
30 JUNE 2008 CMA
ANNUAL REPORT 19
As at 30th June 2008, the following were the market players licensed and regulated by CMA
Uganda Securities Exchange (USE) Stock Exchange 2nd Floor Northern Wing Workers House 1 Pilkington Road, P.O.Box 23552 Kampala Tel: 0414 343 297, 342818 Fax: 041 4340841 E-mail: [email protected] Contact: Mr. Simon Rutega (Chief Executive) Baroda Capital Markets Ltd * Broker/Dealer Investment Advisor and member of USE Plot 18 Kampala Road P.O. Box 7197 Kampala Tel: 0414 233 680/3 Fax: 0414 258263 E-mail: [email protected] Contact: Mr. Rajesh Khanna Dyer and Blair Uganda Ltd * Broker/ Dealer Investment Advisor and member of USE P.O.Box 36620 Ground Floor Rwenzori House E-mail: [email protected] Tel: 0414 233050 Fax: 0414231813 Contact: Mr. Njoroge Nganga Crane Financial Services Ltd * Broker/Dealer Investment Advisor and member of USE Crane Chambers Plot 38 Kampala Road P.O. Box 22572 Kampala Tel: 0414 341414/345345 Fax: 0414 341414 E-mail: [email protected] Contact: Mr. Hiren Busch Equity Stock Brokers Ltd * Broker/Dealer Investment Advisor and member of USE Plot 6/6a Orient Plaza P.O. Box 3072 Kampala Tel: 0414 236012/3/4/5 Fax: 041 4348039 E-mail: [email protected] Contact: Mr. Mark Horwood Crested Stocks and Securities Ltd Broker/Dealer Investment Advisor 6th Floor Impala House Plot 13/15 Kimathi Avenue P. O. Box 31736 Kampala, Uganda Tel: 0414 230900 Fax: 0414 230612 E-mail: [email protected] Contact: Mr. Robert Baldwin Made in Africa IB (EA) Ltd. Investment Advisor Floor 1 Communications House P.O. Box 1610 Kampala Tel: 0414 233843, 343222,343269 Fax: 041 4343277 E-mail: [email protected] Contact: Mr. Geoffrey Onegi-Obel
MBEA Brokerage Services Ltd * Broker/Dealer Investment Advisor and member of USE 44 Lumumba Avenue P. O. Box 24613 Kampala Tel: 0414 231960 Fax: 041 4342045 E-mail: [email protected] Contact: Mr. Andrew Owiny Inter Alliance International (Uganda) Ltd Investment Advisor B4 Adam House Plot 11, Portal Avenue P. O. Box 21409, Kampala Tel: 0414 342411, 340846, 078 807079 Fax: 041 4342411 E-mail: [email protected] Contact: Mr. Jatin Ghughu
20
Iroko Securities Investment Advisor C/o Mungereza and Kariisa Consultant Ltd 35 Yusuf Lule Road P. O. Box 6565,Kampala Tel: 0414 341474 Fax: +44 2076188086 E-mail: [email protected] Contact: Mr. Francois Ekam-Dick Mr. Andrew Franklin Investment Advisor C/o Equity Stock Brokers Ltd Plot 6/6a Orient Plaza P.O. Box 3072 Kampala Tel: 0414 236012/3/4/5 254 20 444 1123/2285 Fax: 254 20 444 1832 E-mail: [email protected] Contact: Mr. Andrew Franklin Dero Capital Uganda Limited Investment Advisor Plot 1001, Kyadondo Block 243 Ofungi Rise, Mutungo P. O. Box 5970 Kampala Tel: +256-712-638644, +256-751-638644 Fax: +256-414-378918 Contact: David Ofungi African Alliance (Uganda) Ltd * Fund Manager, Unit Trust Manager, Investment Advisor Broker/Dealer and member of USE 1st & 6th Floor Workers House Pilkington Road Kampala Tel: 0414 235577 Fax: 041 4235575 E-mail: [email protected] Contact: Mr. Kenneth Kitariko Stanbic Investment Management Services Fund Manager Investment Advisor 11th Floor Crested Towers P. O. Box 7131 Kampala Tel: 031 224322/600 Fax: : 0414 254697 E-mail: [email protected] Contact: Mr. Martin Owiny DFCU Bank Ltd Trustee Collective Investment Schemes Impala House 13 Kimathi Avenue P.O. Box 70 Kampala Tel: 041 4231784/256891/3, 031 300300 Fax: 041 4 231687/344260 E-mail: [email protected] Contact: Mr. Juma Kisaame
PKF Consulting Ltd Investment Advisor Plot 37 Yusuf Lule Road P. O. Box 24544 Kampala Tel: 0414 341523/5 Fax: 041 4251370, 341371 E-mail: [email protected] Contact: Mr. Murtuza Dalal PricewaterhouseCoopers (Ltd) Investment Advisor 10 Floor Communications House 1 Colville Street Kampala Tel: 0414 236018, 041 233 743 Fax: 041 4239153 E-mail: [email protected] Contact: Mr. Francis Kamulegeya Bullion Capital Limited Investment Advisor Ofce No. 2, Jocassa House Nakasero Road P. O. Box 34580 Kampala Tel: +256-414-348281/2, +256-414-348282 Email: [email protected] Contact: Mr. George Ndirangu ReNaissance Capital (U) Ltd* Fund Manager, Investment Advisor Broker/Dealer and member of USE Plot 13, Kololo Hill Drive P.O.Box 893 Kampala Tel: 0782 800494, 0312 264 775/6 Fax: 041 4340016 E-mail: [email protected] Contact: Mr. Rumbidzayi Nyabadza AIG Global Investment Company (East Africa) Ltd Fund Manager, Investment Advisor 7th Floor Workers House, 1 Pilkington Road, P O Box 9831, Kampala, Tel: 0414-340707/8 Fax: 0414-340750 E-mail: [email protected] Contact: Patrick Mutimba Fidelity Capital Management Limited 1 Floor Colline House Pilkington Road , Plot 4 P.O.Box 21091 Kampala Tel: 256 414 340497 256 0312 101774 Contact: Ms. Robina Atim E-mail: [email protected]
*Please note that only members of USE are allowed to transact business on the Stock Exchange
30 JUNE 2008 CMA
ANNUAL REPORT 21
Capital Markets Authority 14 Parliament Avenue Jubilee Insurance Centre, 8th Floor P.O. Box 24565 KAMPALA - Uganda Tel:(256) 414-342788, 0312 264950/1 Mob:0772 589997 Fax: (256) 414 342803 E-mail: [email protected] Website: www.cmauganda.co.ug
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To regulate and promote a robust, transparent, fair and efcient capital market in Uganda

30 JUNE 2008 CMA

ANNUAL REPORT CMA 30 JUNE 2008

Board Report And Financial Statements

30 JUNE 2008 CMA

Mr. Twaha Kaawaase CMA Board Chairman

ANNUAL REPORT CMA 30 JUNE 2008

Source: Uganda Securities Exchange Market Reports

12000 10000 8000 6000 4000 2000 0

Variations in Share Prices December 2007 - May 2008

Source: Uganda Securities Exchange Market Reports

30 JUNE 2008 CMA

ANNUAL REPORT CMA 30 JUNE 2008

Chief Executive Ofcers Report

30 JUNE 2008 CMA

ANNUAL REPORT vii

ANNUAL REPORT CMA 30 JUNE 2008

Effectively Manage and Regulate Capital Markets in Uganda

Legal Policy Development

Amendment to the CMA (Prospectus Requirements) (Amendment) Regulations, No. 30 of 1999

Main Investment Market Segment:

Alternative Investment Market Segment:

Securities Central Depositories Act

30 JUNE 2008 CMA

IOSCO MMoU Application

Pension Sector Reform

Licensing and Approvals

Approval of Securities Issues

Bond issue by Housing Finance Bank Limited (HFB)

ANNUAL REPORT CMA 30 JUNE 2008

Uganda Clays Limited (UCL) Rights Issue

30 JUNE 2008 CMA

ANNUAL REPORT CMA 30 JUNE 2008

1. East African Securities Regulatory Authorities (EASRA)

30 JUNE 2008 CMA

ANNUAL REPORT CMA 30 JUNE 2008

2. Capital Markets Development Committee and the Pre-budget meetings

3. Efcient Securities Markets Institutional Development (ESMID)

30 JUNE 2008 CMA

ANNUAL REPORT CMA 30 JUNE 2008

Broaden The Understanding of Capital Markets

30 JUNE 2008 CMA

ANNUAL REPORT CMA 30 JUNE 2008

Support Ugandan Companies List Successfully on the Uganda Securities Exchange

The major objectives of the study were:

30 JUNE 2008 CMA

ANNUAL REPORT CMA 30 JUNE 2008

Remuneration of the Board

A: Allowances relating to meetings

B: Allowances relating to travel

30 JUNE 2008 CMA

The Board of Directors (as at 30th June 2008)

Mr. Twaha Kaawaase

Mr. Bisereko Kyomuhendo

Mr. Billy Kainamura

Ms. Anne Margaret Idro Canowira

Ms. Sarah Walusimbi

Mr. Robert Kabonero

_____ Chief Executive Ofcer _ 2008

Chairman Board of Directors _2008