Board gender diversity in listed companies: A comparative study of legal and institutional barriers to gender equity in Uganda and other jurisdictions

Résumé

Board gender diversity is increasingly recognized as both a legal and governance imperative, yet women remain underrepresented in corporate leadership globally. In Uganda, despite constitutional guarantees and a suite of legal instruments including the Companies Act 2012, Employment Act 2006, Gender Equality and Women’s Empowerment Act 2021, Equal Opportunities Act 2007, and the Capital Markets Authority Corporate Governance Guidelines, female representation on boards of listed companies remains below 10%. This study investigates the legal and institutional barriers to women’s participation on corporate boards in Uganda, adopting a doctrinal and socio-legal methodology that examines constitutional, statutory, and regulatory frameworks. Stakeholder theory guided this study. The research also employs a comparative approach, analyzing countries such as Norway, France, Germany, Italy, and Spain, which have successfully increased female board representation through binding legal quotas and formal enforcement mechanisms. A total of 66 participants were sampled for the study using purposive, convenience, and snowball sampling strategies to target individuals with relevant expertise on corporate governance and gender equality. The sample comprised 20 board members, 15 regulators, 16 legislators, and 15 civil society representatives, providing a diverse range of perspectives on corporate decision-making, regulatory enforcement, legal frameworks, and societal expectations. The findings reveal that Uganda’s voluntary and non-binding framework limits the effectiveness of gender equality initiatives, resulting in persistent male dominance in boardrooms. Comparative lessons highlight the importance of enforceable quotas, formal nomination processes, regulatory oversight, and judicial recourse in translating legal principles into tangible boardroom outcomes. Based on these insights, the study recommends that Uganda strengthen its legal and regulatory framework to mandate minimum female representation on boards, establish formalized nomination and reporting procedures, and enhance regulatory monitoring and enforcement. Such interventions would align Uganda with constitutional, regional, and international obligations, improve governance quality, and ensure that corporate boards are more inclusive, representative, and responsive to diverse stakeholder interests. The study contributes to the broader discourse on gender-inclusive governance and offers practical guidance for policymakers, regulators, and corporations seeking to advance boardroom diversity in Uganda. Uganda should mandate minimum female representation on corporate boards, introduce formalized nomination and reporting procedures, and strengthen regulatory monitoring and enforcement. Drawing on successful international models, enforceable quotas and judicial recourse would translate legal principles into tangible outcomes.