The Role of Corporate Governance in Promoting Accountability and Transparency in Companies in Uganda

Corporate governance connects the exercise of company powers with the obligation to explain decisions, disclose material interests and account for corporate resources. This article examines its role in promoting accountability and transparency in Ugandan companies through a doctrinal and documentary review. It analyses the Companies Act, Cap 106, sector specific legislation and ten judicial decisions, comprising four Ugandan and six comparative common law authorities. Academic literature supplies the conceptual basis for examining board oversight, stakeholder interests, information and internal controls. The analysis finds that governance depends on more than incorporation, formal resolutions or published codes. Effective accountability requires identifiable duties, reliable transaction records, management of conflicts, access to an appropriate forum and a legally available remedy. Ugandan decisions demonstrate both the limits of using corporate personality to conceal wrongdoing and the importance of correct parties and procedure. Comparative decisions clarify unauthorised profits, secret commissions, proper purpose and creditor interests during financial distress. The article recommends proportionate governance arrangements, transaction specific conflict procedures, documented board reasoning, protected reporting routes and consistent follow up of audit findings. It does not report a new survey or measure a causal effect of governance on company performance. Its contribution is a legally grounded account of how information and oversight become enforceable responsibility in Uganda.