(2) The Authority shall be a body corporate with perpetual succession and a common seal, and shall be capable of suing and being sued in its corporate name and, subject to this Act, may borrow money, acquire and dispose of property, and do all other things a body corporate may lawfully do.

(3) The application of the seal of the Authority on any document shall be authenticated by the signatures of the Chairperson and the Executive Director, and in the absence of the Chairperson, by any two members of the Board, and the Executive Director.

(4) Every document purporting to be an instrument issued by the Authority, sealed with the seal of the Authority and authenticated in accordance with subsection (3), shall be deemed to be an instrument of the Authority and shall be received in evidence without further proof.

6. The objectives of the Authority are to-

(a) ensure the application of fair, competitive, transparent, non-discriminatory and value for money procurement and disposal standards and practices;

(b) harmonize the procurement and disposal policies, systems and practices of the Central Government, Local Governments and statutory bodies;

(c) set standards for the public procurement and disposal systems in Uganda;

(d) monitor compliance of procuring and disposing entities; and

(e) build procurement and disposal capacity in Uganda.

7. The functions of the Authority are to-

(a) advise Central Government, Local Governments and statutory bodies on all public procurement and disposal policies, principles and practices;

(b) monitor and report on the performance of the public procurement and disposal systems in Uganda and advise on desirable changes;

(c) set training standards, competence levels, certification requirements and professional development paths in consultation with competent authorities;

(d) prepare, update and issue authorized versions of the standardized bidding documents, procedural forms and any other attendant documents to procuring and disposing entities;

(e) ensure that any deviation from the use of the standardized bidding documents, procedural forms and any other attendant documents is effected only after the prior, written approval of the Authority;

(f) issue guidelines under section 97 of this Act;
(g) organize and maintain a system for the publication of data on public procurement and disposal opportunities, awards and any other information of public interest as may be determined by the Authority;

(h) maintain a register of providers of works, services and supplies;

(i) conduct periodic inspections of the records and proceedings of the procuring and disposing entities to ensure full and correct application of this Act;

(j) institute-

(i) procurement or disposal audits during the bid preparatory process;

(ii) contract audits in the course of the execution of an awarded bid; and

(iii) performance audit after the completion of the contract in respect of any procurement or disposal, as may be required;

(k) adopt, adapt and update common specifications standards, the use of which shall be mandatory for all procuring and disposing entities;

(l) determine, develop, introduce, maintain and update related system-wide data-bases and technology;

(m) develop policies and maintain an operational plan on capacity building, both for institutional and human resource development;

(n) agree on a list, which shall be reviewed annually, of works, services and supplies in common use by more than one procuring and disposing entity which may be subject to common procurement or disposal;
(o) establish and maintain institutional linkages with entities with professional and related interest in public procurement and disposal;

(p) undertake procurement and disposal research and surveys nationally and internationally;

(q) undertake any activity that may be necessary for the execution of its functions; and

(r) administer and enforce compliance with all the provisions of this Act, regulations and guidelines issued under this Act.

8. In the exercise of its regulatory functions, the Authority shall have the power to-

(a) require any information, documents, records and reports in respect of any aspect of the public procurement and disposal process where a breach, wrongdoing, mismanagement or collusion has been alleged, reported or proven against any procuring and disposing entity or provider;

(b) summon witnesses, call for the production of books of accounts, plans, documents, and examine witnesses and parties concerned on oath;

(c) commission or undertake investigations and institute procurement or disposal contract and performance audits;

(d) cause to be inspected any procurement or disposal transaction to ensure compliance with a bid award by a procuring and disposing entity;

(e) act upon complaints by procuring and disposing entities, providers and any other entity or person in respect of any party to a procurement or disposal activity in accordance with the procedure set out in Part VII of this Act.

9. (1) The Authority may recommend to the competent authority, where there are persistent or serious breaches of this Act or regulations or guidelines made under this Act-

(a) the suspension of officers concerned with the procurement or disposal process in issue;

(b) the replacement of the head of a Procurement and Disposal Unit or the Chairperson of a Contracts Committee as the case may be;

(c) the disciplining of the Accounting Officer; or

(d) the temporary transfer of the procuring and disposal function of a procuring and disposing entity to a third party procurement agency.

(2) A competent authority shall respond in writing to the Authority's recommendations under subsection (1) within a period prescribed by regulations made under this Act.

(3) Where the competent authority rejects the Authority's recommendations under subsection (1), the Authority shall-

(a) communicate its recommendations and all related supporting documentation to the relevant law enforcement and oversight agencies for their action; and

(b) request for any other appropriate action within the power of the competent authority.

(4) The competent authority shall respond in writing to the Authority's recommendations within a period to be specified in regulations made under this Act, on the precise action taken on the Authority's recommendation, or give an explanation if no action is deemed necessary.

(5) The Authority shall, in its Annual Performance Evaluation Report include-
(a) its audited findings and complaints investigated;

(b) its recommended corrective measures in each case;

(c) the response of the-

(i) respective competent authority;

(ii) relevant law enforcement and oversight agencies.

(d) any remedial measures taken.

10. (1) There is established a Board of Directors of the Authority, in this Act referred to as the "Board" which shall execute the functions and powers of the Authority specified in sections 7 and 8 of this Act.

10. (2) Notwithstanding the provisions of subsection (1), the Board shall be responsible for-

(a) the formulation of policy of the Authority; and

(b) the approval of the budget of the Authority.

11. (1) The Board shall be composed of-

(a) a non - executive chairperson;

(b) not less than four and not more than six non-executive members; and

(c) the Executive Director of the Authority.

(2) The Chairperson and the non-executive members mentioned in paragraphs (a) and (b) respectively, of subsection (1), shall be appointed by the Minister, in consultation with Cabinet from a multi-sectoral professional background.

(3) Members of the Board shall be appointed from among persons in good standing in society and recognized for their high levels of professional competence and integrity.

12. The Minister, in consultation with Cabinet, shall determine the terms and conditions of service of the members of the Board save for the Executive Director.

13. The tenure of the Board members save for the Executive Director shall be four years and they may be reappointed for only one further term.

14. (1) The Board shall meet as often as is necessary for the proper discharge of its functions but, in any event, not less than once in two months.

(2) In the absence of the Chairperson, the Executive Director shall call the meetings and the members present shall elect, from among their number, an acting Chairperson.

(3) The quorum of the Board shall be four members; except that when a member has declared an interest in an agenda item, or in a matter before the Board, the member in question shall not be counted for the purpose of forming a quorum in relation to the item or matter in question.

(4) A member, on receiving the agenda of the meeting of the Board, or on notification of a matter being brought to the attention of the Board shall-

(a) sign a declaration form in the Second Schedule, indicating whether he or she has, or intends to acquire, a direct or indirect personal interest in any agenda item or specific matter requiring the Board's consideration and decision; and

(b) where such an interest exists, not participate in the deliberations or decision-making process of the Board in relation to the agenda item or the matter in question.
(5) The decision of the Board shall be by a majority of votes, and where there is an equality of votes, the Chairperson shall have a casting vote.

(6) The proceedings of each meeting of the Board shall be confirmed at the next meeting of the Board.

(7) Subject to this Act and regulations made under this Act, the Board shall regulate its procedure in the conduct of its business.

15. (1) The Board may establish-

(a) a Complaints Review Committee which shall handle complaints from providers and any other interested parties arising out of the execution of the procurement or disposal function by the procuring and disposing entities;

(b) an Advisory Committee which shall review the performance of the Authority, the procuring and disposing entities and the Complaints Review Committee; and

(c) any other committee that may be necessary for the better carrying out of the functions of the Authority.

(2) The Board shall determine the terms of reference of the committees, their composition and, in consultation with the Minister, their terms and conditions of service.

16. (1) The Minister may, at any time, terminate the appointment of a member of the Board other than the Executive Director for-

(a) abuse of office;

(b) corruption;

(c) incompetence;
(d) any physical or mental incapacity that renders a person incapable of performing the duties of that office;

(e) failure to attend three consecutive scheduled Board meetings without reasonable grounds;

(f) conviction of an offence involving moral turpitude;

(g) being adjudged bankrupt by a court of law; and

(h) any other reasonable ground.

(2) Any member of the Board other than the Executive may resign from the Board by giving not less than one month's prior notice in writing.

17. (1) The Board shall appoint an Executive Director on contract for three years, renewable for only one further term, and on terms and conditions to be specified in his or her instrument of appointment.

(2) Subject to the general supervision and direction of the Board, the Executive Director, who shall be the Accounting Officer of the Authority, shall be responsible for the-

(a) management and operations of the Authority;

(b) management of the funds, property and business of the Authority;

(c) administration, organization and control of the officers and staff of the Authority; and

(d) promoting, training and disciplining of the officers and staff of the Authority in accordance with their terms and conditions of appointment.

(3) The Executive Director shall not engage in any business, profession, occupation or paid employment elsewhere.
(4) The Board may terminate the appointment of the Executive Director for-

(a) abuse of office;

(b) corruption;

(c) incompetence;

(d) any physical or mental incapacity that renders a person incapable of performing the duties of that office;

(e) failure to attend three consecutive board meetings without reasonable grounds;

(f) conviction of an offence involving moral turpitude;

(g) being adjudged bankrupt by a court of law; or

(h) any other reasonable ground.

18. (1) The Board shall appoint a Secretary to the Board, to perform such functions as shall be determined by the Board on terms and conditions to be specified in his or her instrument of appointment.

(2) The Executive Director, on directive by the Board, shall appoint other staff as may be required for the performance of the functions of the Authority on terms and conditions of service determined by the Authority.

19. (1) The funds of the Authority shall consist of-

(a) money appropriated by Parliament for the purposes of the Authority;

(b) loans or grants received by the Authority for its activities; and

(c) revenues collected from services that are rendered by the Authority.

(2) The Authority shall open and maintain bank accounts in banks approved by the Board.

20. (1) The Executive Director shall, not later than three months before the end of each financial year, prepare and submit to the Board an Annual Management Plan which shall include a budget for its approval for the next financial year.

(2) The Executive Director may, at any time before the end of a financial year, prepare and submit to the Board for approval any estimates supplementary to the budget of the current financial year.

(3) No expenditure shall be made out of the funds of the Authority unless that expenditure is part of the expenditure approved by the Board under the estimates for the fiscal year in which the expenditure is to be incurred, or in the supplementary budget for that year.

21. (1) The Authority shall keep proper books of accounts and records of all its transactions.

(2) The annual accounts of the Authority shall be audited by the Auditor-General.

22. (1) The Authority shall, within three months after the end of each financial year, submit to-

(a) the Minister an Annual Performance Evaluation Report in respect of that year's activities consisting of-

(i) financial statements and the Annual Management Plan;

(ii) an evaluation of the operations of the Authority and the procuring and disposing entities; and

(iii) any other information the Board may direct; and
(b) the Auditor-General-

(i) the accounts of the Authority for the financial year; and

(ii) the Annual Performance Evaluation Report referred to in paragraph (a).

(2) The Minister shall lay before Parliament the Annual Performance Evaluation Report within two months from the date of his or her receiving the report, or at the next sitting of Parliament, whichever comes first.

(3) The Auditor-General shall submit the Audited Report to Parliament within four months from the date of receiving the accounts.

23. (1) In addition to any other functions assigned to him or her by the Board or the Executive Director, the Head of Internal Audit shall be responsible for the internal auditing of the Authority's accounts and shall submit to the Executive Director a report in respect of every three months' period of a financial year.

(2) The Executive Director shall submit every report referred to in sub-section (1) to the Board for its consideration at the next meeting of the Board after the Executive Director received the report.