CORPORATE GOVERNANCE COMPLIANCE IN STATE-OWNED ENTERPRISES IN UGANDA: A CRITICAL EXAMINATION OF THE EFFECTIVENESS OF THE LEGAL AND INSTITUTIONAL FRAMEWORK

This review examines corporate governance compliance in Uganda's state-owned enterprises (SOEs), focusing on board composition and independence, internal audit and controls, transparency and disclosure, accountability, and the relationship between governance arrangements and organizational performance. Uganda's legal framework includes the Public Enterprises Reform and Divestiture Act and the Public Finance Management Act. International standards, particularly the OECD Guidelines on Corporate Governance of State-Owned Enterprises, provide benchmarks on professional state ownership, board autonomy, disclosure, audit and accountability. Uganda-specific literature includes studies of corporate governance and internal audit in SOEs, a case study of the National Water and Sewerage Corporation (NWSC), and research on governance attributes and commercial SOE performance. Official audit material has also reported gaps in consolidation coverage and the absence of a comprehensive database of public corporations and state enterprises. The available evidence suggests that compliance is multidimensional: formal rules are necessary, but their effectiveness depends on professional boards, independent audit, reliable information and follow-through on recommendations. This is a preliminary review, not yet a completed reproducible systematic review: formal multi-database searches, independent screening, quality appraisal and final PRISMA counts must be completed before journal submission. 2. Background State-owned enterprises operate at the intersection of public policy and commercial activity. They may deliver essential services, manage strategic infrastructure, pursue commercial objectives or combine these mandates. Their governance is complex because the state acts as owner on behalf of citizens, while ministries, boards, executives, regulators, auditors and Parliament may exercise different oversight functions. The OECD (2024) observes that this chain of accountability can obscure responsibility and create incentives that do not necessarily serve the long-term interests of the enterprise or the public. Uganda's legal framework recognises both operational autonomy and accountability. The Public Enterprises Reform and Divestiture Act identifies autonomy in operational and financial management, accountability, performance improvement, clear board functions and qualified appointments as important conditions for managing public enterprises. The Public Finance Management Act defines state enterprises to include certain statutory bodies and companies controlled by government and provides a broader framework for public financial management, reporting and internal controls. The existence of rules, however, does not establish that every enterprise implements them effectively.