Parliament’s Public Accounts Committee has revealed that the Ministry of Finance paid Shs207.13bn to Roko Construction Company to acquire 150,000 preference shares instead of Shs207.013bn Parliament had recommended.
This means that Government paid Shs117 million in excess to Roko.
Muwanga Kivumbi (Butambala County) made the revelation while presenting the report by the Public Accounts Committee (PAC) on the Auditor General’s Report on Consolidated Financial Statement of Government and Treasury Operations of Government for June 2024, during the 9th September 2025 plenary sitting.
Kivumbi, who is also the PAC Chairperson, said: “There was an over payment of UGX117Million to ROKO Construction Ltd following a resolution by Parliament authorizing the Government to acquire 150,000 preference share in ROKO construction Ltd worth UGX 207.013Bn but instead Ministry of Finance paid UGX 207.13Bn. There was no due diligence by Ministry of Finance while paying out ROKO hence the over payment mentioned above. Parliament communicated the right amount, it is the Ministry of Finance that paid over and above what Parliament communicated but the query is, they had paid earlier than Parliament had approved, so, that is the resultant effect of doing things the wrong way.”
However, Speaker of Parliament, Anita Among called for the correction on the record of the Committee to indicate the resolution was by Parliament instead of dragging in the name of Adolf Mwesige, Clerk to Parliament.
She noted, “Where you said that the Clerk to Parliament had communicated to the Ministry of Finance to pay, you are better off saying that the Clerk to Parliament communicated the resolution of Parliament because I don’t want the Clerk to be got that he is the one who authorised, no, it is the resolution of Parliament that communicated. I want to protect my Clerk.”
During the scrutiny of the share subscription agreement signed on the 28th July 2022 between Ministry of Finance on behalf of the Government of Uganda and the construction company, the Auditor General, Edward Akol revealed that the purchase and allotment of shares by Government from Roko was done prior to Parliament’s approval with the Auditor General warning that the failure to follow proper process by the entity undermined the controls in place and may lead to legal disputes in future.
Muwanga warned, “This implied that prior allotment and purchase of shares was done before Parliamentary approval. Further, the failure to follow proper processes by the entity undermined controls in place and may lead to legal disputes in the future. The thing is we can easily lose that money in Iroko because somebody can go to court on the basis of this buying of shares before Parliamentary approval and question its authenticity, and we are on the verge of doing that.”
According to the Auditor General, the decision by Government to acquire shares without prior parliamentary approval contravenes section 22(1) of the Public Finance Management Act Cap 171, that bars any Ministry, Department or Agency (MDA) from entering a contract, transaction, or agreement that binds the Government to a financial commitment for more than one financial year or which results in a contingent liability, except where the financial commitment or contingent liability is authorized by Parliament,
The Ministry of Finance defended the decision to purchase shares in Roko prior to Parliamentary approval admitting that it’s true the resolutions, allotment and share certificate was issued before approval of Parliament because the Parliamentary approval is the last stage and therefore documents had to be reviewed by Parliament to make an informed decision before approval.
The Ministry of Finance also argued that the allotment of preference shares to Government did not create any legal commitments to Government until the disbursements were made after the approval of Parliament and therefore, given that the company was in great financial distress and had to avert creditor’s petitions, issuing the preference share certificates was used to restore confidence in its investors and creditors so that the company could not be run over.
The Ministry of Finance also informed the Committee that Government is currently working on the policy to guide bailouts and government investments in private companies and the policy document is yet to be submitted to Cabinet for approval.
The Public Accounts Committee made several recommendations including; “The Secretary to Treasury, should be held responsible in accordance with section 77 of the PFMA 2075. The Secretary to Treasury should review the transaction to mitigate any legal risk that may arise to safeguard public funds. The Government should speed up formulation of guidelines on bailouts and government investments in future companies. The Secretary to Treasury and the Attorney General should have the excess funds recovered or more shares acquired equivalent to the over payment.”
Timothy Chemonges, Executive Director, Centre for Policy Analysis (CEPA) welcomed the proposal by Parliament for Government to establish a policy on bailout, arguing that the current trend of bailing out companies without guidelines exposed serious gaps in how government handles public funds, thus the need for a dedicated bailout policy that clearly spells out who qualifies for support.
“And for me, I think that these kinds of policies are necessary because while other financial policies exist, they are either too general or not enforced. The local case shows how rules were bypassed, shares were bought before parliament approved the deal, leading to an extra close to around Shs117Million payments,” Chemonges said, adding: “Of course, this greatly undermines public trust and parliament’s role in safeguarding taxpayers. And I think that going forward, government must follow due process and ensure bailouts are transparent, justified and beneficial to Ugandans, not just few connected individuals.”
