The Umeme-Bigirimana story, one would wonder why it has refused to “end”. It keeps coming over and over again. It is one story that seems to be peppered with different subplots and a script of push and push.
In one corner are Umeme shareholders while in the other is a group of ostensibly concerned persons including President Museveni, who have raised different concerns over the Bigirimana rejection.
On May 17, 2018, during the Umeme annual general meeting (AGM) at Sheraton Hotel in Kampala, shareholders rejected the nomination of Pius Bigirimana to the Umeme board.
The claim at the time, was he was a “spoiler” with some particularly claiming he had had a series of controversies in some of the government offices he had been deployed in.
Bigirimana, who had been nominated in absentia by NSSF, the Umeme largest shareholders, told Daily Monitor then his rejection had been the handiwork of mafias, noting that he had “heard that some people in the meeting [had] claimed that I am involved in different scandals.”
During the May 17, 2018 AGM, shareholders had asked that NSSF nominates any other person apart from Bigirimana.
However, slightly more than a year later none has been nominated and different voices continue to push for one person – Pius Bigirimana, the Gender Ministry permanent secretary, who also formerly served in the same capacity at the Office of the Prime Minister, among others.
In an October 2018 letter, President Museveni asked Finance Minister Matia Kasaija to investigate why Umeme shareholders had rejected Bigirimana directing that he be considered for appointment on the board to “safeguard workers interest”.
The President had been petitioned by the National Organisation of Trade Unions (Notu).
It has been close to a year now since the President directed and the subject has returned with Notu last week warning of “severe consequences if Umeme fails to appoint Bigirimana”.
At the weekend Usher Wilson Owere, the Notu chairman general, insisted Bigirimana must be appointed or Umeme risks being sued.
“We are following the law, if this man [Bigirimana] is not allowed [in], wait you will see. We are ready for this fight. There are many options, either we withdraw our shares [held through NSSF], take them to court or go for industrial action. We have all those options,” he said.
By virtual of being the Gender permanent secretary, Bigirimana, he said, must be on the Umeme board to protect the interest of workers held by NSSF. The Gender Ministry is also composed of other votes such as labour and social development.
The matter has not only been a headache for Notu but has over boiled sucking in the Deputy Attorney General Mwesigwa Rukutana, who in a May legal opinion said the rejection of Bigirimana breached the law and principles of natural justice.
However, in response to Rukutana’s legal opinion, Patrick Bitature, the Umeme chairman, who wrote a resolution on behalf of the board, noted in a letter seen by Daily Monitor that whereas Umeme appreciated efforts taken to prepare the opinion, its conclusions were factually inaccurate and were based on wrong assumptions and interpretation of the applicable laws and regulations governing the company.
Rukutana’s legal opinion had argued that Umeme or its AGM had no right to refuse the ratification of a nominee of a major shareholder but also wondered whether anyone could refuse to implement the directive of the President.
However, Bitature argued in the letter that Umeme was a public listed company and was cognizant and governed by the laws and regulations to which listed companies subscribe.
“At the AGM, the re-election of Bigirimana was put to a vote on the floor … each member had one vote and by show of hands and a simple majority, members voted against his re-election,” he wrote to the Ministry of Justice and Constitutional Affairs in response to the legal opinion of the Deputy Attorney General.
NSSF is the largest shareholder in Umeme, holding a 23.2 per cent stake.
Currently, the Fund is represented by Florence Mawejje on the Umeme board but the second slot, which Bigirimana could have occupied, continues to kick up dust.
What does the law say
According to Simon Peter Kinobe, the Uganda Law Society president, NSSF or its agents can only insist on appointment of a board member if it holds majority shares, which would be 51 per cent or above.
“If it is below 51 per cent, and other shareholders gang up (sic) against NSSF, it doesn’t matter that they hold many shares, the decision is made by the majority,” he says.
During the May 17, 2018 AGM, NSSF was given an option to nominate another person. However, the Fund has not nominated any. Why?
At the weekend, Patrick Kaberenge, the NSSF chairman told Daily Monitor they are not oblivious to the law. Therefore, they cannot force anything on Umeme.
“We are major shareholders but not majority. So, we cannot force a decision on Umeme. We shall continue giving names [of] representatives acceptable to both NSSF and Umeme,” he said, noting that as investors they can only advise.
Asked about the push and pull, Bigirimana said at the weekend, he was not aware that Notu was pushing for his appointment, noting he was not looking for a job.
“What is being on the board of Umeme? Do you know that I am the spokesperson of Africa on the Committee of International Labour Organisation. Umeme is a small thing,” he said, adding that: “If stakeholders see me as a person who can champion their interests, then why not, when I am the permanent secretary responsible for labour. Maybe they believe I have their interests at heart.”
When shareholders rejected bigirimana’s nomination
On May 17, 2018 Umeme shareholders rejected the nomination of Bigirimana as a non-executive board member on claims of being a “spoiler” in the different ministries he had worked in.
Bigirimana at the time told Daily Monitor he was nominated in absentia, saying his rejection could have been the work of “mafias.
The shareholders, then directed NSSF to get another nominee to replace Bigirimana.
Bitature, at the time told Daily Monitor, the shareholders had spoken and they would do as per their demand.
“The AGM [shareholders] has spoken. Servant leadership demands or means we do as they [shareholders] say,” he said.
However, he declined to state how many shareholders had voted against Bigirimana.
Umeme, had in a notice in April 2018 notified shareholders that it would appoint Bigirimana as a non-executive member pending necessary approvals.
Mr Bigirimana has previously worked in the Office of the Prime Minister and is the current permanent secretary at the Ministry of Gender.
In 2012, he was the permanent secretary when the Office of the Prime Minister was hit by a Shs21b scandal. He was later transferred to Gender Ministry where he remains to date.