Corporate Governance – Shwe Taung Group
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            Corporate Governance

            We have a two-tier corporate governance framework to reflect our corporate structure:

            • Shwe Taung Development Board is the Group Board. It has the responsibility to manage the performance and governance of the Group. The Group Board has six directors and three committees to ensure an efficient oversight of its responsibilities. It meets at least once every quarter.
            • The Group Board is supported by boards and management committees in Shwe Taung’s six business sectors.

            The Group’s Governance

            The Group’s Corporate Governance Manual covers the Group’s corporate governance policies and processes. It includes:

            • Group Board Charter with the roles of the Board, the responsibilities of its directors, its working procedures,
            • the Charters for its different committees to state their responsibilities, composition and working procedures,
            • the Group’s corporate policies including its code of conduct, its related party transaction policy and its conflict of interest policy.

            General Meetings

            During the General Meetings, the shareholders:

            • elect the Directors of the Board,
            • approve the remuneration of the Directors,
            • select the financial auditors,
            • validate the Group’s strategy and the allocation of its resources to sustain its ability to create social and economic values for all the stakeholders concerned.

            Board Responsibilities?

            The Group Board is elected by shareholders to oversee and guide management with the goal of creating long-term shareholder value for the company and its stakeholders. Its purpose is to focus on:

            • defining group-wide strategies,
            • validating major new investments, capital allocation,
            • reviewing group policies, organizational development, and
            • ensuring group-wide oversight/assurance functions

            Therefore, the Group Board shall:

            • ensure that the Group’s mission and vision are still relevant
            • safeguard the Group’s ability to create long-term value both for its shareholders and stakeholders
            • monitor the implementation of the Group’s strategic business plans
            • nominate directors to represent the Group on business sector boards
            • nominate and appoint key executives of the business sectors, including the CEO
            • develop and approve Group policies and procedures to be implemented at business sector level
            • oversee and support the other boards operating within the Group and especially the boards of each business sector

            Chairperson Responsibilities

            The responsibilities of the chairperson of the Board include ensuring that:

            • the meetings and activities of the Board are conducted accordingly to the Group’s Corporate Governance Manual and to all relevant laws
            • Directors receive enough training to develop and maintain their knowledge
            • Board Directors can assume their responsibilities by receiving timely information, and by allocating sufficient time to make informed decision
            • Directors’ remuneration reflect their contribution to develop and strengthen the Group’s sustainability
            • Board performance is assessed at least annually.

            The Group will appoint a Group Secretary soon, which role will be to assist the chairperson in organizing the Board’s activities to ensure their effectiveness.

            The Board of Directors met 4 times, between April and December 2018, and worked on the following topics:

            • implementation of the Corporate Governance roadmap, especially to clarify and reinforce the efficiency of its Corporate Governance practices,
            • review and validation of the remuneration principles for its employees,
            • update of its HR policies,
            • review of its organisational structure to ensure its relevance with the Group’s strategy.
            Directors Role Attendance Experience
            Mr Aik Htun Non-Executive Chairman 100% Please click here
            Mr Ye Myint Non-Executive Vice-chairman 100% Please click here
            Mr Aung Than Non-Executive Vice-chairman 100% Please click here
            Mr Aung Zaw Naing Executive Director 100% Please click here
            Ms Sandar Htun Executive Director 50%* Please click here
            Mr Win Htay Executive Director 100% Please click here

            *Become Director only in July 2018.

            Board Committees

            Audit & Risk Committee :

            The objective of the Audit & Risk Committee (ARC) is to assist the Board in effectively performing its duties of overseeing financial reporting, compliance, internal control, risk management, and internal and external audits. The committee also approves the appointment and removal of the person in charge of the Internal Audit and is responsible for selecting the external auditor.

            The ARC monitors the effectiveness of internal controls, and shall, at least once a year:

            • review the risk management framework to confirm its relevance and consistency,
            • inform the Board about its findings and recommendations.

            Finally, the Committee ensures that the Group is complying with the external laws and regulations and with its internal codes and policies, especially its Corporate Governance Manual and Code of Conduct. In that regard, the ARC is responsible for monitoring the implementation of the Related Party Transactions Policy.

            The Audit & Risk Committee met 3 times, between April and December 2018. The topics discussed were:

            • the definition of a sound control environment,
            • the selection and internal and external auditors.
            Directors Role Attendance
            Mr Aung Than Member 100%
            Mr Win Htay Chairman 100%

            Investment Committee:

            The objective of this committee is to:

            • a) Develop the investment and financing strategy for the Group
            • b) Oversee investments and capital allocation
            • c) Develop and maintain the Group Investment Policy
            • d) Consider new specific investment decisions across the Group

            Organization and Sustainability Committee:

            The objective of this committee is to oversee Group policies in the areas of corporate governance, code of conduct, sustainability governance including environmental & social risks management, human capital and organisational developments.

            Additionally, it replaces and incorporates all responsibilities of the Code of Conduct Compliance Committee and acts as the Group Safety Committee.

            Finally, the Organization and Sustainability Committee is also responsible for succession planning. In that regard, the Committee defines the criteria to select the candidates, and also assess the performance of the Directors of the Board regularly.

            From April to December 2018, the Organisation & Sustainability Committee met 6 times and worked on 5 main areas:

            • Discussion for the opening of separate Foreign Currency Account HR for foreigners,
            • Ownership to be transferred back to the Business Sector for HR related saving fund, which are being taking care by Corporate,
            • To provide HR share-service to Shwe Taung E&C, Infrastructure Investments and Lifestyle,
            • Refund of accumulated savings (General Provident Fund) to resigned employees,
            • The update of Shwe Taung’s HR policies such as Leave, Attendance, Performance Management, Authority Matrix etc.,
            • The implementation of its Corporate Governance roadmap,
            • The review of our Code of Conduct,
            • The nomination and compensation of its BOD members,
            • The re-organisation of Shwe Taung’s entities.
            Directors Role Attendance
            Mr Ye Myint Chairman 100%
            Mr Win Htay Member 100%

            Group Policies

            Our corporate policies cover a wide range of topics, including:

            • Board Charter
            • Anti-Corruption
            • Environmental
            • Employees’ and Human Rights
            • Safety and Health
            • Land Acquisition
            • Grievance and Dispute Resolution
            • Intellectual Property
            • Media Relations and Disclosure
            • Privacy and Confidentiality
            • Sustainability
            • Transparency
            • Whistle Blowing
            • Conflict of Interest
            • Related Party Transaction

            The Board is accountable for validating and implementing the policies.

            Risk Management
            The Audit and Risk Committee is ultimately responsible for monitoring the effectiveness and quality of the risk management system across the Group.

            Due to the nature of its activities, the Group has to deal with a range of risks which is significant. Therefore, for the risks which are particularly relevant at Business Sector level, their management is delegated to the appropriate Business Sector Board.

            For the risks which are relevant across the Group and which may impact its ability to deliver its strategy, the ARC will ensure that the relevant functions, directors and entities are setting and implementing actions plans to mitigate these risks.
            The table below summarises some of the risks whose management is critical for safeguarding the Group’s sustainability.

            Risk Consequence Risk Management
            Financial-the Myanmar kyat volatility may continue and even become higher The Group is importing a significant number of services and goods from abroad to conduct its operations. The costs of our projects, their profitability may be significantly impacted by the MMK fluctuations. We are sourcing from Myanmar suppliers and are contracting with them in MMK as much as possible to reduce our exposure to exchange rate variations. Our finance team is also working to optimise the Group’s cash-flows, especially those designated in other currencies.
            Social-the Group may lose its social license to operate The trust of our stakeholders allows us to operate quickly and efficiently. Shwe Taung is engaging with its key stakeholders as much, as often as necessary to safeguard the quality of the dialogue between the different parties. The Group is committed to being transparent and to increase the quality of its corporate reporting.
            Governance-the Group relies on a small number of key people. Shwe Taung’s future is linked to its corporate governance, mainly to develop a pool of Directors able to oversee and steer the Group’s activities. A new coporate governnace framework was defined and is now implemented to support the Group’s transformation.
            HR-the Group needs to attract and retain the right talent to sustain its development Without the rights skills, the Group will not be able to seize the market opportunities nor to deliver the added value expected by its different stakeholders. The HR function is responsible for enhancing the HR management, to build Shwe Taung employer brand, and to offer to its people great career’s opportunities.
            Legal-a quick evolution of Myanmar legal landsacpe may alter our capacity to operate our business Like every business, we rely on a clear set of rules and laws to allocate our resources. Any unplanned change may transform the economy of our business. The Group is monitoring the evolutions of the legal landsacpe closely and is working colsely with the relevant authorities to share its views, whenever necessary.

            Business Sectors

            Each business sector will have a Board of Directors (“Business Sector Board” or “BSB”). The authority of each sector will be set out in each Business Sector’s Board Charter. In addition, the Board Charter shall include:

            • Board Roles and Director Duties
            • Board Composition and Committee Structure
            • Board Working Procedure

            The Group Board will maintain oversight on the key matters of strategy, risk management, financial reporting, and audit.
            The policies of Shwe Taung Group will be the policies of each business sector. Business sectors will embrace the core values of the Group.
            The governance standards adopted by the Group will be the governance standards of each business sector.
            Each business sector will adopt the Group master brand standard.

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