How our MPs invented a scandal around Uganda Airlines’ shares and our chattering elites joined the chorus
THE LAST WORD | ANDREW M. MWENDA | Those who can make you believe absurdities can make you commit atrocities,” Voltaire
Last week, our parliamentar- ians alleged that some unscrupulous ministers had stolen government shares in Uganda National Airlines Company Limited (UNACL) by registering them in their private names on the shares allotment form. A “vigilant” committee of parliament “unearthed” this fraud. Parliament went hysterical with the deputy speaker, Jacob Oulanyah, saying he would have fired the ministers if he were president. On traditional and social media, pundits outdid one another denouncing this blatant theft.
Yet for all the hysteria, there was actually only a minor clerical error on the forms that did not affect the substance of owner- ship of UNACL. MPs and other Ugandan elites exhibited a degree of ignorance that makes one worry about democracy in our country. Socrates described 5th century Athenian democracy as “empowered envy.” The democratic assembly sentenced him to death by drinking hemlock because he always questioned the self-righteous claims of Athenian elites. Increasingly, I find myself in the same position.
I wrote in this column last year that the revival of Uganda Airlines is a good idea that has been introduced into a wrong country. Ugandan elites are not interested in the good of their country, but in proving their biases. So mistakes in the airline will not be an opportunity to reflect and reform the way it is run but a chance to grandstand and score political points in order to win cheap popularity.
Last week, our MPs and pundits sunk to their lowest level. They claimed that because the share allotment form reflected the names of the ministers rather than the ministries as owners, the airline shares had been stolen. They ignored the fact that UNACL is registered as a public company. Therefore there is no chance in hell that a private person can own its shares.
A background: at incorporation of UNACL on January 30, 2018, the company was given 2m shares and only two shares were proposed pending allotment of all the shares at a later date: one share by each of the two shareholders the ministry of finance and ministry of works. This is normal. The real allotment was filed on July 11, 2018. Here the form provides for name of shareholder, address and particulars of allotment. On name, it says Matia Kasaija and Monica Aruba; address, it gives ministry of finance and the ministry of works and on shares one million shares for each.
Ideally, on name of shareholder, it should have said “minister of finance, Matia Kasaija, and minister of works, Monica Azuba.” The clerk omitted the title of ministers. But this was not fatal because the memorandum of incorporation and articles of association describe the objectives of the company, the share capital, the owners, the shareholding and the value of the shares. These documents state clearly that the subscriber is government of Uganda through the ministries of works and finance; and were signed by both Kasaija and Azuba in their official capacities as line ministers.
Therefore legally there was no risk to government losing the shares because the ministers whose names appeared on the registration documents are the same per- sons who appear on the allotment form. If the ministers later, after leaving their current jobs claimed ownership, the claim would not stand because the articles of association and memorandum of incorporation clearly show the subscribers; and they also clearly show that they signed in their official capacities. Even a third grade lawyer in a third world country would see this.