THE RELATIONSHIP BETWEEN CORPORATE GOVERNANCE PRACTICES AND FINANCIAL PERFORMANCE OF SAVINGS AND CREDIT CO-OPERATIVE SOCIETIES (SACCOs) IN UGANDA A CASE OF ADJUMANI TOWN COUNCIL (ATC) SACCO AJUGO RICHARD SEVERY 2017-M102-20138 SUPERVISORS; PROF. WANYAMA SIMEON MR. LUGEMWA PETER CHAPTER ONE GENERAL INTRODUCTION 1.1.Introduction The study aims at studying the relationship between corporate Governance and the financial performance of Savings and Credit Cooperatives Organisations (SACCOs) in Uganda. The major dimensions of Corporate Governance include Board structure, Board composition and Board committees. SACCO include loan size, the interest rates and the level of savings by the members. The dimension of financial performance of SACCO’s include; profitability, loan portfolio and liquidity. The Key writers on Corporate Governance include, Wanyama (2015), Wanyama et al (2014), Cadbury Committee Report (1992), Organisation for Economic Co-operation and Development (OECD), Mugenyi (2010) among others. The key writers on SACCOs include Ondieki et al. (2013), Galor (2010), Ukhevi (2013), Bwama and Mwcokujonga (2013), Association of Microfinance Institutions in Uganda (AMFIU) Reports (2007, 2008, 2010, 2012, and 2015) among others. 1.2. Background to the study The foundation of corporate governance can be traced to the pioneering work of Berle and Means (1932) who observed that once modern corporations have grown to very large sizes, they could establish a separate system of control from that of direct ownership. This observation created interest in the behavioral dimension of firms. As a term, governance, originated from the work of Chaucer, where ‘governance’ was associated with being “wise and responsible” or doing that which is appropriate. Corporate governance gained prominence in the 1980s and 90s due to stock market crashes and general corporate failure across the world (Dagli, Eyuboglu, & Ayadin, 2012). According to Cutting and Kouzim (2000) as cited in Ruparelia and Njunguna (2016), these crises led to the realization that for managers to run effectively and in the right direction, there must be an effective board. A long history of company failures such as the collapse of Bank of Credit and Commerce International, Enron, WorldCom, and Parmalat among others also created renewed focus on corporate governance (La Porta, et al., 1999). Following the financial crisis that swept the world in 1997/98, the world Bank and the Organisation for Economic Co-operation and Development (OECD) joined forces to create a formal programme (the Global Corporate Governance Forum) which would assist in the development of corporate governance standards worldwide (Wanyama, 2015, p.75). He continues and says that, in 1999, the OECD published its principles which were intended to act as guidelines for individual countries when drafting their own standards of good governance. For SACCOs the nature of the boards poses many challenges, specifically because of their institutional structure (Mugenyi, 2010). A strand of literature identifies that governance remains the prime weakness in SACCOs (Branch and Baker, 2000; Cornforth, 2004; Cuevas and Fischer, 2006) as cited in Mugenyi (2010). Labie and Périlleux (2008) as cited in Mugenyi (2010) highlight four critical governance issues in SACCOs; first is the conflict between net borrowers and net savers, second is the conflict between owners and managers, third is the conflict between members and the elected board of directors and finally the conflict between paid employees and volunteers. Africa has also not been left behind in the development of corporate governance discussions. Godfrey, (2002) notes that the King's Committee Report and codes for corporate governance in South Africa continues to ignite the spirit of corporate governance in Africa. For instance, the Pan African Consultative Forum on corporate governance was established in Johannesburg, South Africa in 2001 with an aim to raise awareness of the significance of corporate governance to economic development in Africa. Consequently, as in other business sectors, improving governance for cooperatives is now becoming a priority. The OECD (2003) pointed out that the three East African countries resolved that each member state be encouraged to develop both a framework and code of best practice to promote national corporate governance. The NEPAD Business group and its member companies support the development of improved standards of corporate governance as core business drivers. In Kenya, some related research has been carried out with some findings of interest. Agumba (2008) asserted that in SACCOS the governance is concerned with allocation of power and authority between the clients, the board, committee and management. He noted that the governance in SACCOS focuses on four areas which are leadership, stewardship, monitoring and reporting where the six governance models which are democratic or association perspective, agency theory (a compliance model), stewardship theory (a partnership model), resource dependency theory (a co-optation model), stakeholder theory (a stakeholder model) and managerial hegemony theory (a rubber stamp) models are applied. He summarized that application of these theories and models in SACCOS are related with good credits risks management practices and fosters the SACCOs performance. For example if the SACCOs management acts as leaders and stewards, they will make sure loans are issued according to regulations and are collected and repaid according to contracts and by doing so they promote the effective credit risks management in the SACCOS. Proponents of corporate governance say there is a direct correlation between good corporate governance practices and long-term shareholder value. There is no uniform set of governance practices, (Keyes, 2014). These governance best practices will positively impact every company’s performance and long-term viability. According to him some of the best governance practices are: building a strong qualified board of directors and evaluating performance, defining roles and responsibilities, emphasizing integrity and ethical dealing and evaluating performance and making principled compensation decisions, as well as engaging in effective risk management. Delegates at the Pan-African Consultative Forum (PACF, 2001) as cited in (Wanyama, 2015) agreed that improvements in corporate governance should benefit all types and sizes of enterprises in Africa-not just the few large publicly listed companies, but also: unlisted private companies; family firms; state-owned enterprises; small and medium –sized enterprises (SMEs); and local subsidiaries of multinational companies. Traditionally, corporate governance has been associated with larger companies and the existence of the agency problem. Agency problem arises as a result of the relationships between shareholders and managers. As part of this arrangement, the owners must delegate decision making authority to management (Wanyama et al, 2014). This is mainly due to the separation between ownership and control of the firm. It is tempting to believe that corporate governance would not apply to SACCOs since the agency problems are less likely to exist. In many instances, SACCOs are made up of managers who also happen to be shareholders (members) of the same (Mudibo 2005) as cited in Omollo (2015). Basically, SACCOs tend to have a less pronounced separation of ownership and management than larger firms. Some argue that the question of accountability by SACCOs to the members is doubtful (Mugenyi, 2010). As a result, provision of loan facilities to the members, increasing dividend payment and minimizing cost are the common aims of the members. In spite of these arguments, there is a global concern for the application of corporate governance to SACCOSs (Ndiwalana et al, 2014). It is often argued that similar guidelines that apply to listed companies should also be applicable to SACCOs. For SACCOs the nature of the boards poses many challenges, specifically because of their institutional structure (Mugenyi, 2010). A strand of literature identifies that governance remains the prime weakness SACCOs (Branch and Baker, 2000; Cornforth, 2004; Cuevas and Fischer, 2006) as cited in Mugenyi (2010). Labie and Périlleux (2008) as cited in Mugenyi (2010) highlight four critical governance issues in SACCOs; first is the conflict between net borrowers and net savers, second is the conflict between owners and managers, third is the conflict between members and the elected board of directors and finally the conflict between paid employees and volunteers. Corporate governance in SACCOs is a fairly touchy and much more complex issue as cooperatives are based on the principle of democracy in regards to decision making with much more spread ownership than classical firms (Labie and Perilleux, 2009). According to Wanyama et al (2014), Microfinance institutions in Uganda face several challenges, including lack of adequate skills, poor infrastructure, poor corporate governance, inadequate regulation and supervision, and limited financial intermediation capacity. AMFIU Report (2015) stated that governance challenges among MFI’s was still in existence particularly in SACCOs where risk was highest compared to other MFI’s, given that they collected and intermediated members’ savings and, inherent risks emanating from poor management. Cuevas & Fischer (2006) observed that SACCOs had a high exposure to credit risk (the risk that borrowers are unable to pay or risk of delayed payments) as well as operational risks (the risk of direct or indirect loss resulting from inadequate or failed internal processes, people and systems or from external events) (Basel Committee report, 2001). Poor governance and regulatory issues within the Savings and Credit Cooperatives (Sacco) movement in Uganda have emerged as the focal points as the government moves in to audit their performance (Kairu, 2009). Donnas Okello, a member of the defunct Konye Keni savings and cooperative society that had branches in all the sub-counties of Kitgum and Lamwo district is one of the affected residents and he blames the collapse of the groups on poor management and corruption by both the employees and board members of the SACCO (Draku, 2011). There has been massive fraud of funds by SACCO leaders/managers (Mugisha, 2010) and that delinquency in SACCOs had increased (CGAP report, 2006); for instance, Alut Kot SACCO in Lira loaned out Ugx 841,000,000 since 2002 but had only recovered 26% of the amount by 2010 (Ojwee, 2010). Failure to control these risks, especially credit risk, could lead to insolvency (Wenner, Navajas, Trivelli & Tarazona, 2007). Corporate governance appeared to matter for corporate performance (Mohd, 2008). According to the AMFIU report (2007) about 2 out of 3 SACCOs initially formed were not operational (either dormant or collapsed) or for some reasons ceased operations. 1.3. Problem statement Governance is a key component in any development endeavor as it is believed to be the surest way of providing the structure through which the objectives of the organization are set, and the means of attaining those objectives and monitoring performance are determined. The contribution of corporate governance in effective running and attaining the de-sired performance standards of SACCOs is yet to be utilized in a wider extent (Flaviana, 2015). According to Fin Scope Uganda survey (2007), 62% of Uganda’s population had no access to financial services. Since the government introduced the policy to promote SACCOs as a strategy for increasing financial outreach in rural areas, the number of SACCOs has grown with cooperative department of Ministry of Trade, Industry and Cooperatives (MTIC) putting the figures at 2,176 SACCOs registered (AMFIU report (2015), MTIC (2015), www.ucscu.co.ug). This is so because SACCOs present one of the most appropriate ways and in some places the only alternative (SNV report, 2010). In order to implement the above, the government of Uganda initiated a rural financial services strategy through which the Rural Finance Services Program (RFSP) was ‘born’ in order to build a strong and vibrant SACCO movement (http://www.ucscu.co.ug/data/smenu/21, Ndiwalana et al, 2014, MTIC, 2015). The focus of RFSP is building a SACCO movement that is financially self-sustainable. Good corporate governance and managerial competency have been the focal point for building profitable and self-sustaining SACCOs (http://www.rfspug.org) Despite their potential to enhance financial access for the low income population, the performance of SACCOs has been greatly affected by poor management (AMFIU, 2015), fraud and mismanagement by board executives and management (AMFIU, 2007, Mugisha, 2010, Mugenyi, 2010). The purpose of this study is therefore to establish whether there is a relationship between corporate governance practices and financial performance of SACCOs in Adjumani District. 1.4. General Objective To establish whether there is a relationship between Corporate Governance Practices and Financial Performance of SACCOs 1.5. Specific Objectives i. To establish whether there is a relationship between board composition and financial performance of SACCOs. ii. To assess whether there is a relationship between board structure and financial performance of SACCOs. iii. To establish whether there is a relationship between board committees and financial performance of SACCOs. 1.6. Research Questions/hypothesis i. Is there a relationship between board composition and financial performance of SACCOs? ii. Is there a relationship between board structure and financial performance of SACCOs? iii. Is there a relationship between board committees and financial performance of SACCOs? 1.7. Scope of the study 1.7.1 Geographical scope The study will be carried out in the northern part of Uganda in Adjumani district. Adjumani district is 219 miles approximately 352.45km from the capital city Kampala. The study will be carried out in this area because there have been reported corporate governance problems among the SACCOs in the district. 1.7.2 Content and subject scope The subject of the study is the relationship between corporate governance practices and financial performance of Savings and Credit Co-operative Organizations. The dimensions of the study include board composition, board structure and board sub-committees as the independent variables and the dependent variables include profitability, loan portfolio and liquidity. The study also includes a moderating variable that is to say legal environment, Articles of Association and Memorandum of Understanding. 1.7.3 Time scope This study will gather data ranging from 2010 to 2018 as this will provide the researcher with the most updated information. 1.8.Justification The following reasons prompted the researcher to develop this topic; i. The Failure by the past scholars to identify the relevance of board committees towards the financial performance of SACCOs in Uganda. ii. The need to explain clearly how the different roles of the board committees and the CEO duality of SACCOs may affect their financial performance. iii. Need to combine the different literatures on Corporate Governance and the financial performance of SACCOs and relating the variable to one another. Your justification is very weak and makes sweeping statements without references. 1.9. Significance of the study i. To management; this study is intended to come up with information on the best practices on corporate governance applied by SACCOs in enhancing their performance. The findings of this study will provide the necessary information to the SACCO movement and the management for purposes of meeting their current and long-term shareholder value. ii. To academicians; it will also enhance on the existing information and enable further research in the various sectors of the economy. This study will as well bridge on the knowledge gap. iii. To government and policy makers; this study will also help the stakeholders of the sector in formalizing governance policies (codes and guidelines), improve functioning of the board of directors and relations with executive management, strengthening of shareholder rights, improving the control environment, improve the process of transparency and disclosure of information and ensuring the sustainability of the SACCOs. 1.10 Conceptual Framework Miles and Hurberman (1994) as cited by Vaughan (2008) defined conceptual framework as a visual or written products, one that explains, either graphically or in a narrative form, the main things to be studied- the key factors, concepts or variables- and the presumed relationship among them. William et al, (2001), asserted that a conceptual framework contributes to a research report because it identifies research variables and clarifies relationships among the variables. Fig 1.1 Conceptual Framework Independent Variable Dependent Variable Corporate Governance Practice Financial Performance Board composition Profitability Board structure Loan Portfolio Board committees liquidity Moderating Variable Memorandum of understanding Legal environment Articles of Association Source: Omolo, J.O (2015) as modified by the researcher Discussion of the relationship between the variables in the conceptual framework. this should be 2 to 3 pages. 1.11 Operational Definition of key terms 1.11.1 SACCOS Savings and credit cooperatives (SACCOs) are user - owned financial intermediaries with members who typically share a common bond base on geographical area, employer, community, or other affiliation and have equal voting rights. 1.11.2 Corporate Governance Corporate governance is the system by which companies are directed and controlled (Cadbury Committee, 1992). 1.11.3 Savings Savings is the amount left over when the cost of a person’s consumer expenditure is subtracted from the amount of disposable income that is earned in a given time. It is the money one has saved especially through a bank or a scheme. References. 1.11.4 Performance Performance is taken to be the functions of an organization’s ability to meet its goals and objectives by exploiting the available resources in an effective and efficient manner. References. Summary of chapter and introduction of next chapter. CHAPTER TWO LITERATURE REVIEW 2.0 Introduction This chapter reviews literature related to the research problem. It first reviews the theories on which this study will be based and the key concepts of the study. It then shows how this research relates to the existing body of knowledge and identifies the gaps existing in the current body of knowledge. 2.1 Theoretical Review 2.1.1 Agency Theory The agency theory which arises from the separation of ownership and control was first articulated by Michael Jensen and William Meckling in 1979 when they characterized the relationship between shareholders and managers as an agency relationship whereby the owners/shareholders are the principal and the managers the agent (Wanyama et al 2014). Corporate governance is based on agency theory, which is the relationship between agents and principals. Agency theory explains how best the relationship between agents and principals can be tapped for purposes of governing a corporation to realize its goals. Interest on agency relationships became more prominent with the emergence of the large corporation. There are entrepreneurs who have a knack for accumulation of capital, and managers who had a surplus of ideas to effectively use that capital. Since the owners of capital (principals) have neither the requisite expertise nor time to effectively run their enterprises, they hand them over to agents (managers) for control and day-to-day operations, hence, the separation of ownership from control, and the attendant agency problems. In an agency relationship, principals and agents have clearly defined responsibilities: Principals are select and put in place governors (directors and auditors to ensure effective governance system is implemented, while agents are responsible for the day-to-day operations of the enterprise. Historically, definitions of corporate governance also took into consideration the relationship between the shareholder and the company, as per “agency theory”, i.e. director-agents acting on behalf of shareholder-principles in overseeing self-serving behaviors of management. However, broader definitions of corporate governance are now attracting greater attention (Solomon and Solomon, 2004) as cited in Mutuku (2016). Indeed, effective corporate governance is currently understood as involving a wide number of participants. The primary participants are management, shareholders and the boards of directors, but other key players whose interests are affected by the corporation are employees, suppliers, customers, partners and the general community. Therefore, corporate governance, understood in these broadening social contexts, ensures that the board of directors is accountable not only to shareholders but also to non-shareholder stakeholders, including those who have a vested interest in seeing that the corporation is well governed. Some corporate governance scholars (Carter and Lorsch, 2004; Leblanc and Gillies, 2005) also argue that at the heart of good corporate governance is not board structure (which receives a lot of attention in the current regulations), but instead board process (especially consideration of how board members work together as a group and the competencies and behaviors both at the board level and the level of individual directors). As a result, the current scholarly discuss about the nature of corporate governance has come to reflect this body of research. A SACCO, being an artificial person, interacts and enters into contracts with other entities. The entities could be: suppliers; creditors; employees and the government among others. This brings about an agency relationship between the Sacco and the entities (Omollo, 2015). 2.1.2 Stakeholder Theory The stakeholder theory argues that the purpose of corporate governance is to satisfy, as far as possible, the interests of all stakeholders (Ibid. p.9 as cited in Wanyama et al, 2014). Companies should act as good corporate citizens, acting in ways that benefit society as a whole. The board in making decisions should give priority to those stakeholders who are the most important to the company, for example, employees, investors, customers, suppliers, creditors, and the public (Wanyama et al, 2014) This theory centers on the issues concerning the stakeholders in an institution. It stipulates that a corporate entity invariably seeks to provide a balance between the interests of its diverse stakeholders in order to ensure that each interest constituency receives some degree of satisfaction (Abrams, 1951). Stakeholder theory has become more prominent because many researchers have recognized that the activities of a corporate entity impact on the external environment requiring accountability of the organization to a wider audience than simply its shareholders. For instance, Donaldson & Davis (1991) proposed that companies are no longer the instrument of shareholders alone but exist within society and, therefore, has responsibilities to that society. One must however point out that large recognition of this fact has rather been a recent phenomenon. These definition were formulated from the base that modern corporation is affected by a large set of interest groups, including, at a minimum, shareholders, lenders, customers, employees, suppliers and management, which are often referred to as the primary stakeholders, who are vital to the survival and success of the corporation. From this perspective, corporate governance debates often proceed with a fixation on the relationship between corporate managers and shareholders, which presupposes that there is only one right answer. In fact, shareholders are difficult and reluctant to exercise all the responsibilities of ownership in publicly held corporations, whereas other stakeholders, especially employees, may often too easily exercise their rights and responsibilities associated as owners. This is a compelling case for granting employees some form of ownership. Communities are interested in SACCO society’s governance as key stakeholders as they derive benefit from being employees, suppliers, customers of quality products and beneficiaries of corporate social responsibility policies of SACCOs. Employees would like to get assurance that they are working in a SACCO that will sustain itself thus securing their employment. Suppliers want to be sure of payment after delivery of goods and services. Customers are looking for affordable goods and services (Agumba, 2008). 2.1.3 Stewardship Theory In contrast to agency theory, stewardship theory presents a different model of management, where managers are considered good stewards who will act in the best interest of the owners (Donaldson & Davis 1991). The roots of the stewardship theory are stemmed out from organizational psychology and sociology and defined by Davis, Schoorman, and Donaldson (1997) as cited in (Talat and Mian, 2014) as “a steward protects and maximizes shareholders’ wealth through firm performance, because by so doing, the steward’s utility functions are maximized”. Stewardship theory articulates that managers are hired for handling the firm’s operations in a well manner and a manager’s achievement and success is measured by satisfaction he gets from the performance of the firm; therefore the manager’s primary objective is to maximize the firm value (Talat and Mian, 2014). According to Smallman (2004), stewards balance tensions between different beneficiaries and other interest groups. Therefore stewardship theory is an argument put forward in firm performance that satisfies the requirements of the interested parties resulting in dynamic performance equilibrium for balanced governance. Stewardship Theory argues and looks at a different form of motivation for managers drawn from organizational theory. This theory stipulates that a manager’s objective is first to maximize the firm’s performance because a manager’s need of achievement and success are met when the firm is doing well (Coleman, 2008). The dominant motive, which directs managers to accomplish their job, is their desire to perform excellently. Which Theory or theories will you use in your research and why? 2.2 Corporate Governance Corporate governance in the SACCOs has many facets. These include the board structure, board membership tenure, membership procedures and similar aspects. There are specific internal aspects that can distinguish the performance of one SACCO to the other. Some of the operational issues that are of interest in this study are the relationship between the board management and stakeholders, and how the managers implement the directives from the board of directors. To provide the good overview of the corporate governance in SACCOs, one has to provide a general view of corporate governance and then link it with its application in SACCOs (Flaviana, 2015) Corporate governance has come to underpin systematically the work of many business, academics and practitioners alike, and their information and research needs pre-sent challenges not only for them, but also for the information professionals who assist them. Governance refers to the manner in which power is exercised in the management of economic and social resources for sustainable human development initiative (Flaviana, 2015) According to Wanyama et al (2014 p.3), the term governance refers to the way in which something is governed and to the function of governing. Corporate governance is concerned with the processes and structures through which members interested in the overall wellbeing of the firm take measures to protect the interests of the stakeholders. Good corporate governance is centered on the principles of accountability, transparency, fairness and responsibility in the management of the firm (Otieno, 2013). Corporate governance is the system by which companies are directed and controlled (Cadbury Committee, 1992). Corporate Governance exists to resolve the conflict of interest between managers and shareholders which is purely a principal-agent problem arising out of separation of ownership and control (Bushman & Smith, 2003) as cited in (Ndiwalana G, et al 2014). The central function of corporate governance structure is the Board of Directors (BOD). The study of the institution of boards of directors is a difficult task and requires answering two intertwined questions of what determines their makeup, and what determines their actions (Adams et al., 2008) as cited in Mugenyi, 2010. Corporate governance practices refer to the principles of governance as highlighted by Cadbury report, Sarbanes-Oxley Act, OECD (as cited in USAID leadership, management, and governance project, 2011) and the center for corporate governance (CCG) the former private sector initiative for corporate governance. The corporate governance principles include respect for the rights of shareholders, equitable treatment of all stakeholders in corporate governance, responsibilities of the board, transparency and disclosure (Sanda et al., 2003). Good corporate governance practices dictate that the board of directors governs the corporation in a way that maximizes shareholders value and in the best interest of society (Cornelius, 2005). 2.3 Savings and Credit Cooperatives Organisation (SACCOs) SACCOs are user owned financial intermediaries. They have many names around the world including credit unions, SACCOs, COOPECs. The members typically share a common bond based on geographic area, employer, community or other affiliation. Members have equal rights regardless of how many shares they own (CGAP, 2005) as supported by AMFIU report 2012/2013. SACCOs in Uganda operate under the national apex of Uganda Credit and Savings Cooperative Union (UCSCU) as the umbrella body. UCSCU is formed, financed and controlled by SACCOs. The supervisory committee checks both the board and management of UCSCU to ensure that they are running the union well and in the best interest of the SACCOs (UCSCU, 2014). SACCOs are part of the financial system in Uganda which falls under tier IV as grouped by Bank of Uganda. The other participants in this sector includes the tier I (banks), tier II (credit institutions) and tier III (micro finance deposit taking institutions) as classified by Bank of Uganda (Okwee, 2011). Tier 4 Institutions share two key features: first; the BoU does not exercise prudential supervision over them, secondly, they are forbidden to mobilize deposits from the general public. They can accept only member savings (voluntary deposits and share capital). 2.4 Financial Performance Armstrong (2005) states that performance is a multidimensional construct that relates to the outcomes of work done by an individual or institution. He further states that performance is a matter of not only what people achieve but how they achieve it. Available research studies on Corporate Governance and Financial performance indicate that firms with better corporate governance tend to enjoy lower cost of capital (Black et al.2006), lower Cash Operating Expenses (COE) (Ashbaugh, Collins, & LaFond 2004). Lower COE improves the profitability of a firm. In Piprek (2007), the main constructs of financial performance are portfolio quality and profitability as cited in Ndiwalana et al., 2014. 2.5 Board structure and Size and Financial Performance of SACCOs The Board of directors of an organization is a key mechanism to monitor manager’s behavior and to advise them. The largely shared wisdom regarding the optimal board size is that the higher the number of directors sitting on the board the less is performance. This leans on the idea that communication, coordination of tasks, and decision making effectiveness among a large group of people is harder and costlier than it is in smaller groups, (Belkhir, 2006). Similarly, it is argued that although larger board size initially facilitates key board functions, there comes a point when larger boards suffer from coordination and communication problems and hence board effectiveness and firm performance declines (Lipton and Lorsch, 1992; and Jensen, 1993) as cited in Omollo (2015). Lipton and Lorrch (1992) argue that a board size of eight to nine directors is optimal, while Jensen (1993) as cited in Omollo (2015) argues that the optimum board size should be around seven or eight. The size of the board should be between 5 and 9 directors depending on size of the Sacco, in order to facilitate maximum efficiency and effectiveness. The CEO shall be an additional director without voting rights (i.e. ex-official director). Like all boards, Sacco boards require a broad mix of skills and competencies tailored to meet the skills and competencies required to drive forward the goals and strategy of the Sacco (SASRA, 2012).Ministry of Trade, Industry and Co-operatives of Uganda also provides that Cooperatives should be composed of 5 - 9 members with women and youth representatives. Limiting board size to a particular level is widely believed to improve the performance of the firm at all levels. Benefits arising from increased monitoring by larger boards are outweighed by poorer communication and cumbersome decision –making. Empirical studies on board size seem to provide the same conclusion (Oguku and Olweny, 2016). A big board is likely to be less effective in substantive discussions of major issues among themselves in monitoring management (Oguku and Olweny, 2016). This is in agreement with the findings of Wasike (2014) that a large board could be dysfunctional and that smaller board sizes are better than larger ones because large boards may be plagued with free rider and monitoring problems. Additionally, the interviewee said that smaller boards are more effective since they experience fewer communication and coordination problems. Generally, Empirical evidence on the relationship between board size and firm performance provide mixed results .While, Ahmadu et al. (2005), Chan and Li (2008), De Andres et al. (2005) and Mustafa (2006) as cited in Oguku and Olweny (2016) found that larger boards are associated with poorer performance, Beiner et al. (2004), Bhagat and Black (2002) and Limpaphayom and Connelly (2006) as cited in Oguku and Olweny (2016) found no significant association between board size and firm performance. 2.6 Board Composition and Financial Performance of SACCOs The UK Combined Code (2003) as cited in Wanyama (2015) states that: the board should not be so large as to be unwieldy. The board should be of sufficient size that the balance of skills and experience is appropriate for the requirements of the business and that changes to the board’s composition can be managed without undue disruption. Furthermore, the same code recommends that there should be a strong presence on the board of both executive and non-executive directors and that undue reliance should not be placed on particular individuals (wanyama, 2015). According to Branch and Baker (1998) as cited in Okwee (2011) it is important that Board members be qualified as unqualified board members may be unable to make proper decisions. Bald (2007) agrees with Branch and Baker (1998) and suggest that elected officers should have financial and technical skills roughly on par with management so that they can engage management in a meaningful debate and at times challenge the interpretation of certain results. Similarly, SASRA (2012) guideline stipulates that the composition of the Board takes into account gender balance, geographical distribution, ethnicity, age, occupation, experience and education of the directors. Ministry of Trade, Industry and Cooperatives of Uganda guideline for cooperatives provides that Two or three people elected by the AGM. The members must not be members of other committee(s) or any of its sub-committees nor members of the management staff. They must have strong financial skills with a deeper understanding of the co-operative and its business. The Audit Committee members should preferably include one woman and youth. Globalization and liberalization of financial markets, corporate governance scandals and increasing demands of stakeholders for accountability and transparency of organizations, brought the roles and tasks of board of directors (BODs) to the center of corporate governance debate (Ingley and Van der Walt, 2005) as cited in Oguku and Olweny(2016) BODs have various and important roles (Finkelstein and Money, 2003). The combined code on corporate governance developed by the financial Reporting Council in 2003 suggests that every company should be headed by an effective board of directors, which is collectively responsible for the success of the company .The board should include a balance of executive and non-executive directors so that no individual or a small group of individuals can dominate decision making (Njoroge, 2015). Staikouras et al. (2007) found out that board composition does not affect firm performance although its relationship with performance was found to be positive. According to Jensen and Meckling (1976), boards dominated by outsiders or NEDs may help to mitigate the agency problem by monitoring and controlling the opportunistic behavior of management. The results of previous studies that investigated the relationship between board composition and firm performance are inconsistent. CMA (2002) recommend that the board should compose of a balance of directors and non-directors (including at least one third independent and non-executive directors) of diverse skills or expertise in order to ensure that no individual or small group of individuals can dominate the board's decision making processes. Solomon(2007) notes that the presence of inside directors helps in achieving the appropriate balance between outside and inside directors on boards which is an essential ingredient for an efficient board. 2.7 Board sub-committees and Financial Performance of SACCOs Board committees are an important component of the board structure in affecting firm performance. The areas considered important are the quality of financial reporting, director remuneration and appointment of directors (Spira & Bender 2004) as cited in Omollo (2015). Therefore, the Cadbury Committee (1992) recommended establishing oversight committees for remuneration of executive directors, the auditing of financial statements and appointment of directors, initiatives supported by agency theory, because independent monitoring alleviates agency problems. They considered board committees were an additional control mechanism that increased accountability and ensured the interests of the shareholders were safeguarded. Researchers on agency theory have recommended the creation of compensation and appointment committees, audit committees and shareholder relation committee that would protect shareholders rights (Demisetz and Lehn, 1985) as cited in Asiimwe (2015). According to Smith (1996) as cited in Omolo (2015), public companies usually have the following committees: Audit committees; compensation committee; Governance committee; Nominating Committee; Disclosure committee and other standing or special committees. Similarly, The Ministry of Trade, Industry and Cooperatives of Uganda guideline stipulates that Depending on the size of the co-operative and the nature of its business, the committee may with the authority of the AGM create a number of sub-committees like Loans, Planning/Evaluation, supervisory/audit committee, Human Resource; Business Development and Disciplinary sub-committees to enable it do a better job. The establishment of board committees is expected to have a positive influence on the motivation of the directors and provide confidence in the financial reports of the firm. Spira and Bender (2004) as cited in Omollo (2015) reported that the companies, which introduced board committees to the board structure, performed better than those without them, and showed a significant improvement in firm performance by firms which have introduced audit and remuneration committees. Given the recommendation in the codes of practice, monitoring by board sub committees is expected to have a positive influence on firm performance. The lack of involvement of the membership in the affairs of the institution regularly provides opportunities for the board, management and their friends to take loans without living up to their repayment duties (the IMF Report, 2001). In addition, some SACCOs had illiterate committee members who lacked basic skills to effectively supervise operations and were defrauded by management who took advantage of their ignorance (AMFIU report, 2007). Many SACCOs also report concerns about connected party loans. These are loans to officers themselves or their close relatives and business associates. It is therefore not practical to entirely rule out loans to board members and their families and associates because of the nature of SACCOs (Bald, 2007). 2.4 Conclusion The section covered the different scholars who have tried to establish the relationship between corporate governance practices and financial performance of SACCOs. However, most of the scholars have failed to clearly establish the relationship between board composition, board structure and size and board sub-committees as dimensions of corporate governance practices and the financial performance of SACCOs in Uganda. The researcher therefore has noted this gap and will try to clearly establish the relationship between corporate governance practices and the financial performance of SACCOs. You have not discussed the dependent variables and moderating variables. You need to clearly outline what other scholars have covered (with references) and what has not been covered. Stating that other scholars have failed is not appropriate. You have not reviewed all the research reports in the world. The research gap has to be brought out clearly so that you show the contribution that your research will make to the body of knowledge. Introduce the next chapter. CHAPTER THREE RESEARCH METHODOLOGY 3.0 Introduction This chapter focuses on the techniques that will be used to collect and analyse data. It describes the study design, sampling design, and instruments and procedures that will be used in collecting and analyzing data. 3.1 Research design The researcher used a case study design. This gives numeric description of a part of the population called the sample on the basis of the data to be collected. Bell (1989) says a case study aims at obtaining information that can be analyzed, patterns extracted and comparisons made for the purpose of clarification and provision of basis for making decision. Quantitative approach was adopted in this study. Quantitative approach is adopted in this research because it will enable the researcher to present data in a descriptive manner and generate a list of figures and tables in the study. Onchangwa, G and Memba, F (2012) also used descriptive statistics with only quantitative approach in their study and were able to get the data required from the respondents. Cross sectional time dimension has been adopted for this study because the study is expected to take a short period of time and data collection, analysis and reporting is done in a single period and therefore cross sectional time dimension is ideal. 3.2 Study population The study will be heterogeneous covering both the male and female board members, management, staff and, ordinary members (those who save and borrow) of Adjumani Town Council SACCO. The unit of analysis for the study will be the financial performance of the SACCO. The unit of inquiry will include the respondents to the research tools for example the board members, management, staffs and ordinary members of ATC SACCO. The study population for this study will be 329. 3.3 Study area The study will be conducted in Adjumani district located in the northern part of Uganda. It is about 352.45km north from the capital Kampala. The case study will be at Adjumani Town Council SACCO which is next to Adjumani District police station along Adjumani-Moyo road. Adjumani Town Council SACCO is a service providing organization offering services like savings, credit provision, business management and skill training, safeguarding all kind of documents, advisory services and mobile money services. The study will be based in this area because the researcher wants to interact with the board members, management, staffs and members of the SACCO in regards to the governance and financial performance of the Organisation. Since Adjumani is the home district of the researcher, this will also help minimize other costs like transport and accommodation. First discuss the Population before discussing the sample size 3.4 Sample size Scientific model developed by Krejcie and Morgan (1970) for determining sample size will be used in this study. Where N is the total population and S is the sample size which will be estimated and read from the table that the two has developed which is composed of population size and their corresponding sample size. Table 3.1: Population and the sample size for the study Categories Population(N) Sample size (S) Sampling strategy Staff members 15 14 Stratified Manager of SACCOs 1 1 Purposive Directors 3 3 purposive Committee members 10 10 purposive Members 300 169 Stratified TOTAL 329 197 Source: Adjumani Town Council SACCO (2012). How did you determine the sample size for the respective categories of the population? 3.5 Sampling techniques Both random and non-random sampling techniques will be used to select a representative sample. Random sampling strategies give every individual in the population a chance to be part of the sample. This reduces bias and increases the representativeness of the sample. On the other hand, Amin (2005, p. 56) states that non-random sampling strategies enable the researcher to select respondents who have the information. Stratified random sampling will be used to select staffs and members of the SACCO. This method will be used in order to give more respondents in the population a chance to be part of the sample. This technique increases representativeness, which enables the collection of a cross section of data. Purposive sampling will be used to select SACCO directors and committee members and manager. This sampling method will be used for this subsample in order to collect in-depth responses from respondents who are well informed about the research problem. Sources of Data 3.6 Methods of data collection 3.6.1 Questionnaires Questionnaires will be used so as to measure the variables of the study. As advised by Bush and Ortinau (2000), the questionnaire will have items derived from the study objectives and Likert scale responses. The respondents will tick the responses that best describe the relationship between corporate governance practices and financial performance of the SACCOs. 3.6.2 Interviewing Data will also be collected through interviewing the Board of directors, Management and staff as well as different committee members. This method is preferred because it enables the collection of reliable, in-depth information. With the use of the interview guide, the researcher will ask key informants selected from top management individually questions derived from the study objectives. Measurement of variables 3.7 Data Management and analysis 3.7.1 Quantitative data The quantitative data will be collected using questionnaire. The collected data will be sorted, coded, entered into SPSS 19.0 software and analyzed. Descriptive statistics, correlation and regression analysis methods will be used to analyze the data. Kyokutamba (2011) also used SPSS for quantitative data analysis and was able to obtain the required results. 3.7.2 Qualitative data Qualitative responses will be analyzed using thematic analysis. Using the procedure recommended by Trochim (2006, p. 36) as cited in Asiimwe (2015), interview data will be examined and classified in terms of themes derived from the objectives. Clusters of text with similar meaning will be presented together and analyzed in relation to the study Using Madill and Gough’s (2008, p. 185) suggestions, qualitative responses will be identified as R1, R2,…..R 23.where R refers to respondents. 3.8 Reliability and Validity 3.8.1 Reliability of instruments Data from the pilot study will be entered in the Statistical Package for Social Sciences (SPSS) and Cronbach’s alpha coefficient test of reliability will be calculated. The data collection instrument will be tested on 5% of the sample of the questionnaires to ensure that it is relevant and effective. According to Patton (2002) as cited in Moshi (2011), a good research study must pay careful attention on how measurement is being done and therefore test and re-test method should be used in order to ensure reliability in research. 3.8.2 Validity of instrument The researcher will subject the draft tool such as questionnaires to experts, his fellow students and to the supervisor. The instruments will first be pre-tested to ensure their face and content validity. To do this, item interpretation and consistency will be analyzed. The questions found vague will be eliminated or rephrased. Any ambiguities, misunderstanding and inadequacies shall be eliminated (Amin, 2005). With regard to face validity, the words that will be used in the instruments are simple, clear and related to the research problem. What test will you use to establish validity and what will be the minimum value for validity? 3.9 Ethical considerations The researcher will ensure that the privacy of the respondents will be respected. The Researcher will only visit respondents after making appointments with them at the appropriate working hours and days. This is to ensure that the privacy of all the respondents is respected. Permission will be sought from the Management team of SACCOs in order to get access to their information. Consent of the Respondents of SACCOs will first be sought before being subject to interviews and giving questionnaires to them. Oral consent will be obtained from the respondents before inquiring any data from them as per the study is concerned. The researcher will secure voluntary participation in providing responses to the research tools. A statement requesting the compliance of the respondents will be clearly stated on top of each research tool. Unauthorized people will not have access to the data and word of assurance of confidentiality that the data being accessed shall be kept confidential to the researcher will be given to the respondents. The respondents will have the freedom to ignore items they wish not to respond to. 3.10 Limitations to the study The research design used may not be appropriate design required for this study and this therefore implies that the data analysis and presentation may not be accurate as well and therefore will lead to wrong conclusion and findings. However the researcher intends to minimize this by doing a pilot study and find out if the design employed is also appropriate. The targeted sample population may not be found due to unavoidable circumstances. However the researcher intends to get alternative options to cater for that. For example if the General Managers are away, the head of credit/loans may be used instead. The targeted data analysis software SPSS version 19.0 may not be available. This therefore implies that the researcher will use STATA to analyse the data. Will you be able to generalize your findings based on the fact that you will be using a sampling methodology? 3.11 Conclusion This chapter looked at the research design, study population and sample size, sampling techniques, data management, data analysis, ethical considerations and limitations to the study Introduce the next chapter.