CONTENTS ABOUT US OUR BUSINESS OUR PERFORMANCE Our Corporate Profile 4 Our Value Chain 22 Financial Capital 32 About this Report 5 Capital and Business Relationship 23 Human Capital 34 Who We Are 5 Management of Capitals 24 Infrastructure Capital 37 Our Vision, Mission and Values 6 Stakeholder Engagement 26 Intellectual Capital 39 Umeme Footprint 7 Our Material Issues 27 Natural Capital 43 Our Operating Context 8 Social and Relationship Capital 44 Our Leadership Team 12 Our Management Team 14 Chairman’s Message 16 Managing Director’s Statement 18 2 Umeme Limited Integrated Report 2016 GOVERNANCE FINANCIAL STATEMENTS SHAREHOLDERS INFORMATION Enterprise Risk Management 50 Directors Report 62 Board of Directors Profiles 136 Corporate Governance Statement 51 Statement of Directors’ Responsibilities 65 Chairman’s letter to Shareholders 139 Report of the Independent Auditor 66 Notice of the Annual General Meeting (AGM) 140 Statement of Profit or Loss 71 Proxy Form 142 Statement of Other Comprehensive Income 72 Statement of Financial position 73 Statement of Changes in Equity 74 Statement of Cash Flows 75 Notes to the Financial Statements 76 Supplementary Information 127 Umeme Limited Integrated Report 2016 3 Our Corporate Profile Principal place of business and registered address Umeme Limited Rwenzori House Plot 1 Lumumba Avenue P. O. Box 23841 Kampala, Uganda Company Secretary Shonubi, Musoke & Company Advocates SM Chambers 14 Hannington Road P. O. Box 3213 Kampala, Uganda Auditors Share Registrars KPMG Custody and Registrar Services Uganda Ltd. Certified Public Accountants 4th Floor DTB Centre 3rd Floor Rwenzori Courts Kampala Road Plot 2 & 4A, Nakasero Road Kampala, Uganda P O Box 3509 Kampala, Uganda Main Bankers Standard Chartered Bank Uganda Limited Stanbic Bank Uganda Limited Plot 5 Speke Road Corporate Branch, Crested Towers P. O. Box 7111 P. O. Box 7131 Kampala, Uganda Kampala, Uganda Citibank Uganda Limited Barclays Bank of Uganda Limited Centre Court, Ternan Avenue Plot 4 Hannington Road P. O. Box 7505 P. O. Box 7101 Kampala, Uganda Kampala, Uganda DFCU Bank Limited International Finance Corporation (IFC) Impala House 2121 Pennsylvania Avenue, N.W Plot 13 Kimathi Avenue Washington D.C. 20433 P. O. Box 70 United States of America Kampala, Uganda 4 Umeme Limited Integrated Report 2016 ABOUT US Principal place of business and registered address Umeme Limited About this Report Rwenzori House Umeme’s integrated report sets our strategy, financial and operational, governance, social and environmental performance as well as Plot 1 Lumumba Avenue the challenges and opportunities ahead, from the perspective of short-, medium- and long-term value creation. The report covers P. O. Box 23841 the 2016 financial year (from January 1, 2016 to December 31, 2016) as well as providing an outlook of the changing operating Kampala, Uganda environment. Methodology Company Secretary Shonubi, Musoke & Company Advocates This report borrows from the reference framework published by the International Integrated Reporting Council (IIRC) and is part SM Chambers of the company’s voluntary approach to achieving long-term progress. An internal working group comprising representatives from 14 Hannington Road several functional departments, has been active in structuring information throughout this process. In line with our corporate value P. O. Box 3213 of honest responsibility, this report reflects our commitment to sustainable development, given the Ugandan socio-economic and Kampala, Uganda environmental context, and determination to apply, where appropriate, global best practices in our operations. It also reflects our evolution in reporting processes and confidence in our ability to set and measure progress towards targets. Auditors Share Registrars Determining materiality KPMG Custody and Registrar Services Uganda Ltd. Material matters are those that are both of high concern to stakeholders and which could have a significant impact on our ability to Certified Public Accountants 4th Floor DTB Centre rd create value. Materiality is determined by careful analysis of our risks, strategic goals and ongoing consultation with stakeholders. In 3 Floor Rwenzori Courts Kampala Road developing the content for this report we analyse the core issues and concerns of our key stakeholders and demonstrate how we Plot 2 & 4A, Nakasero Road Kampala, Uganda address these issues and concerns through the execution of our strategy. P O Box 3509 Kampala, Uganda Who We Are Umeme Limited is Uganda’s main electricity distribution company, listed on the Uganda Securities Exchange and cross listed on the Nairobi Securities Exchange. The Company operates a 20 year electricity distribution concession effective 1st March 2005, from the Government of Uganda. After the electricity sector reforms in 1999, Uganda adopted a single buyer electricity sector model, where Uganda Electricity Transmission Company Limited (UETCL) is the System Operator, responsible for the purchase of electricity from all Independent Power Producers, import and export of electricity and being Umeme’s sole supplier. As an electricity distributor, Umeme is licensed to distribute and supply electricity to customers. This mandate involves; operation, maintenance and upgrade of electricity distribution infrastructure, electricity retail and provision of related services. The sector is regulated by the Electricity Regulatory Authority, whose mandate includes setting operating standards and appropriate end user tariffs. Administrative structure The company delivers its business mandate through a decentralised structure supported by the corporate office. For the retail operations, the business is divided into 4 regions, composed of 25 districts. For the network assets management, networks infrastructure is zoned into 2 major areas, further subdivided into 13 engineering areas. Each of the managers is responsible and accountable to drive the business deliverables in their respective areas. Key Shareholder Information Umeme Limited is a public company listed on the Uganda Securities Exchange (USE) and cross listed on the Nairobi Securities Exchange (NSE). In 2016, Umeme Holdings Limited which owned 14.3% of the issued ordinary shares of Umeme Limited, divested its remaining shareholding to institutional and retail investors. The National Social Security Fund that owns 23% of the Umeme Limited, is the current largest shareholder. The Umeme Holdings Limited divesture of its shareholding in Umeme Limited, through the capital markets, since the Initial Public Offering in 2012, demonstrates continued growth and capacity of the region’s capital markets, to act as a platform for capital mobilisations and transfers. Growth of East Africa’s capital markets is fundamental in encouraging domestic savings and foreign direct investments to spur economic growth. The top 10 shareholders are listed on page 106 of this report. Umeme Limited Integrated Report 2016 5 ABOUT US Our Vision, Mission and Values OUR VISION Uganda’s socio-economic transformation is hinged on the availability and supply of reliable and affordable electricity. We recognise that about 16% of households in Uganda are connected to the electricity grid and 21% of households use electricity as a source of energy. Electricity transforms lives through industrialization, information communication technology (ICT), health, housing, agriculture, education and powering commercial activities. With ongoing investment in the generation capacity through the construction of Karuma, Isimba and other mini hydro stations, which will add over 800MW to the grid, Umeme is at the centre of ensuring effective distribution of this electricity to the end users, while ensuring attainment of the Government target of electricity household access to 40% by 2025. Our vision is to drive positive development of communities through sustainable, safe and efficient distribution of electricity. Our vision is summarised as follows: OUR MISSION “Powering communities, business and industry for a prosperous Uganda”. “To supply our customers with safe, reliable electricity through an efficient distribution network and with passionate people, while delivering sustainable shareholder value”. At the core of our business mandate is to supply safe and reliable electricity to our customers, through an efficient network and with passionate people. We aim to attract VISION MISSION develop and retain a passionate and motivated work force. We shall continue to contribute to effective tariff reduction, a key concern for stakeholders, through efficient distribution of electricity, achieved through; energy losses reduction, collection of sector revenues and optimal operation costs management. Umeme is accountable to its shareholders and other providers of capital, who require sustainable financial returns. We firmly believe that Umeme exists to contribute to national development goals and objectives, and continuously aims to understand and satisfy the expectations of its stakeholders including the Government of Uganda, development partners, providers of capital etc. OUR VALUES Our values define our culture and the way we do business. • We place the Safety of our employees and the public at the centre of our actions; • We provide an experience of exceptional Customer Service; • We act with Integrity, fairness and transparency in all our dealings; VALUES • We deliver our services as one Team; • We deliver our services and value through Innovation and the zeal to succeed, continuously raising the bar on our