The Board believes that strong corporate governance is an important part of our company culture as it emphasizes on having the appropriate people, processes, and structures to direct and manage the business and affairs of the Company to enhance long-term shareholder value, whilst taking into account the interests of other stakeholders. Companies that embrace the tenets of good governance, including accountability, transparency, and sustainability, are more likely to engender investor confidence and achieve long-term sustainable business performance.

BOARD OF DIRECTORS

The Board of Directors of the Company has the dual role of setting strategic direction, and of setting the Company’s approach to governance. This includes establishing an appropriate culture, values and ethical standards of conduct at all levels of the Company. The role of the Board is therefore broader than that of providing oversight. A well-constituted Board fosters more complete discussions, leading to better decisions and enhanced business performance.

The Company is headed by an effective Board which (i) is collectively responsible for the long- term success of the Company and (ii) works closely with management bodies and personnel who have authority and responsibility of planning, directing, and controlling the activities of the Company.

Good corporate governance is good for the Company, as a well-governed company is better placed to perform over the longer-term. A sustainably successful Company is good for myriad   stakeholders, employees, suppliers, customers, shareholders, as well as society at large.

Specific areas of responsibilities of the Board are:

1. Directors are fiduciaries who act objectively and in good faith in the best interests of the Company and hold Management accountable for their performance. Constructive and challenging dialogue is essential for the effective functioning of the Board and each of the Directors shall fully and actively participate in such dialogue.
2. The Board puts in place a code of conduct and ethics, sets appropriate tone-from-the- top and desired organizational culture, and ensures proper accountability within the Company.  Directors facing conflicts of interest recuse themselves from discussions and decisions involving the issues of conflict.
3. To address potential conflicts of interest, the Board shall formulate a Policy on Related Party Transactions in accordance with all applicable laws and regulations and in line with best practices. The policy should be reviewed by the Board on an annual basis.
4. Directors understand the Company’s business as well as their Directorship duties (including their roles as executive, non-executive Directors) and expectations of the Company. Directors are provided with opportunities to develop and maintain their skills and knowledge at the Company’s expense.
5. The Board decides on matters that require its approval and clearly communicates this to Management in writing.
6. Board Committees and Management Committees (if any), are formed with charters which clearly set out their composition, authorities, and duties, including reporting back to the Board. These include, without limitation, Audit, Risk & Compliance Committee, Investment Committee and Human Resource and Remuneration Committee. Regardless of whether the Board chooses to form a Board Committee and/or Management Committee and delegates certain matters to the Board Committee or Management Committee to decide, the Board is responsible for understanding the Board Committee and/or Management Committees discussions and monitoring and endorsing the Board Committee and/or Management Committee’s decisions.
7. Directors attend and actively participate in Board and Board Committee meetings. Directors with multiple board representations ensure that sufficient time and attention are given to the affairs of each Company.
8. Management provides Directors with complete, adequate, and timely information prior to meetings and on an on-going basis to enable them to make informed decisions and discharge their duties and responsibilities.
9. The Board is supported by the company secretary (“Co-Sec”). The Co-Sec’s responsibilities will include advising the Board on corporate and administrative matters, as well as facilitating orientation and assisting with professional development as required. The Co-Sec should attend all board meetings.
   
   

BOARD COMPOSITION

The Board has an appropriate level of diversity of thought and background in its composition to enable it to make decisions in the best interests of the Company.

1. Non-executive Directors make up a majority of the Board.
2. The Directors and the Board shall be supplied in a timely manner with information in a form of and of a quality appropriate to enable it to discharge its duties.
3. The Board and Board Committees are of an appropriate size and comprise Directors who as a group provide the appropriate balance and mix of skills, knowledge, experience, and other aspects of diversity, so as to avoid groupthink and foster constructive debate, and to drive the strategies in a manner that would sustain growth and protect the interests of the stakeholders in general and policyholders in particular.
4. Directors should possess the knowledge of group structure, organizational structure, processes and products of the Company and the Board generally complies with the following requirements: the Board and Key Management Personnel should understand the operational structure of the Company and have a general understanding of the lines of business and products of the Company, more particularly as the Company grows in size and complexity.
5. As the Company is part of larger group structure/conglomerate, the Board should understand the material risks and issues that could affect the group entities, with attendant implication on the Company.
   
   

BOARD MEMBERSHIP

The Board has a formal and transparent process for   the appointment and reappointment of Directors, taking into account   the need for progressive renewal of the Board.

The shareholders of the Company  must elect or nominate Directors who: at a minimum,  (i) would fulfil the fit and proper  criteria  imposed by the Financial Regulations Department of the Ministry of Planning and Finance of Myanmar, and (ii) has demonstrated integrity by his/her personal  behavior and business conduct, soundness  of  judgement  and  financial soundness;  have  established  expertise in information   technology,  finance  and management  such  as accountancy,  law,  insurance, banking, economics etc. with  qualifications  and experience   that is appropriate to the Company;  are able to allocate sufficient time to the Company to discharge his/her responsibility effectively;(in the event of re-election or nomination of a previous Director) has received positive results of performance from the Board. The Board establishes a Human Resource and Remuneration Committee to make recommendations to the Board on relevant matters relating to:

1. the review of succession plans for Directors, and the appointment and/or replacement of Key Management Personnel.
2. the process and criteria for evaluation of the performance of the Board, its Board Committees, Management Committees, and Directors. For the avoidance of doubt, if a Director is a member of the committee, such Director shall abstain from participating in the discussions and evaluation of his/her performance evaluation.
3. the review of training and professional development programmes for the Board and its Directors; and
4. the appointment and re-appointment of Directors (including alternate Directors (if any), which shall include an assessment on whether a Director elected or nominated by a shareholder fulfils the Minimum Requirement.

The   Human   Resource   and   Remuneration Committee ensures that new Directors are aware of their duties and obligations. The Human Resource and Remuneration Committee also decides if a director is able to and has been adequately carrying out his or her duties as a Director of the Company.

ACCOUNTABILITY AND AUDIT

Risk Management and Internal Controls

The Board is responsible for the governance of risk and ensuring that Management maintains a sound system of risk management and internal controls, to safeguard the interests of the Company and its shareholders.  The Board shall be responsible for the oversight over the control functions of the Company.

The Board determines the nature and extent of the significant risks which the Company is willing to take in achieving its strategic objectives and value creation. The Board sets up a Board Risk Committee to specifically address this, if appropriate. The Board lays down the policy framework to put in place:

1. robust and efficient mechanisms for the identification, assessment, quantification, control, mitigation and monitoring of the risks.
2. appropriate processes for ensuring compliance with the Board approved policy and applicable laws and regulations.
3. appropriate internal controls, including governance structure  with  clear segregation of duties and defined responsibilities, to ensure that the risk management and compliance policies are observed.
4. an internal audit function capable of reviewing and assessing the adequacy and effectiveness of, and the Company’s adherence to, its internal controls as well as reporting on its strategies, policies and procedures; and
5. independence of the control functions, including the risk management function, from business operations demonstrated by a credible reporting arrangement.
6. The Board to receive assurance from:

(i)  the CEO and the head of finance that the financial   records   have been   properly maintained and the financial statements give a true and fair view of the Company’s operations and finances; and

(ii) the CEO and other Key Management Personnel who are responsible, regarding the adequacy and effectiveness of the Company’s risk management and internal control systems.