Board of Directors

Board Responsibilities

To ensure the efficiency of our decision-making process, our governance is simple, and is articulated around three principles:

A Board of Director is performing its duties at Group level, and delegated mostly its power and authorities to two Board Committees:
- The Management Body, the Executive Management Board (EMB), who is responsible for:
  - validating the Group’s strategy, and the allocation of its resources,
  - monitoring the management of the Group’s companies,
  - nominating and managing the succession planning of the key management people,
  - framing the remuneration policy to ensure its soundness and relevance.
- The Audit, Risk and Compliance Committee (ARCC) is to support the Board for:
  - overseeing the financial function, risk management, internal control, etc. reviewing the risk management framework,
  - ensuring the compliance of IME Group with the Myanmar laws and regulations.

Each subsidiary company has its Board of Directors, chaired by our Executive Vice-Chairman and Group CEO. He can then make all the necessary decisions quickly, on behalf of the family’s members.

The Chairman’s responsibilities include that:
- The interests of the Family are safeguarded, and that the Company will be able to generate value for all its stakeholders as well;
- The BOD is conducted accordingly to the Company’s Constitution;
- Directors’ remuneration is fair, and reflect their contribution to developing the Group’s assets,
- BOD members have the right skills and information;
- BOD performance is assessed regularly.

If needed, the Chairman can delegate its authority to the Vice-Chairman of the Board.

Our main governing body is the EMB Committee, which has 12 members, and which is gender-balanced. For the time being, the strategic roadmap monitored by the EMB Committee is detailed below.

Our corporate governance structure is summarized in the infographic below.

Meetings Attendance

In 2018, our EMB Committee met 6 times. The topics discussed covered: the transformation of the Group’s corporate governance, the reorganization of the Group, the review of the strategy and the budget, the review of the risk management, etc.

The attendance of its members is described below. On average the attendance rate was 92%.

Name	Role	Shareholder	Meeting attendance
U Zaw Myint Htoo	Chairman of the Committee	Yes	100%
U Swan Htet Aung	Member	Yes	100%
U Hong Chin Pan	Member	Yes	100%
U Nyi Nyi Latt	Member	Yes	83%
Mrs Bernadette Ortiz	Member until July 2019		83%
Daw Hnin Hnin Oo	Member	Yes	100%
Daw Kyawt Kyawt Mu	Member	Yes	67%
Daw Aye Mya Mon	Member	Yes	83%
Daw Zin Mar Lwin	Member	Yes	100%
U Aung Aung Hlaing	Member	Yes	100%
Daw Yee Wai Hlaing	Member	Yes	100%
U Thet Naing Oo	Member since July 2019		N/A

The ARCC was established recently.

Risk Management

The ARCC Committee is responsible for assessing the quality and the soundness of the risk management framework implemented across the Group.

A new department (Audit, Risk, Compliance Department – ARCD) was recently set up, to manage the daily risks of the Group, and to develop the Internal Audit plan. The objectives of the Audit, Risk and Compliance department are:

structuring the process and procedures to safeguard the Group’s ability to operate,
ensuring the alignment of IME Group, risk management system, with international standards such as ISO 31000 and COSO.

The Group deals with various types of risks which are mostly related to:

External Risk

Access to finance: To fund its expansion, the Group needs to access easily to capital. For the time being, the banking sector in Myanmar is still under development to support the growth of family-owned companies. To attract foreign capital, the Group is developing its corporate governance framework.
Uncertainty of laws and regulations: In Myanmar, the enforcement of the law is not systematic. This can impact the ability of a business to grow and to operate effectively. The establishment of the ARCD and in-house corporate legal department is a mean to mitigate this risk.
The reputation of Myanmar: The 2017 events have impacted Myanmar’s reputation. It impacts directly certain business sectors, like the hospitality and tourism sectors. The diversification of IME Group’s assets is a way to lower the Group’s exposure.
Depreciation of Myanmar Kyat: Corporate finance department monitor and minimize the currency risk exposure in many ways.

Internal Risk

Financial Risk: The Group is implementing the IFRS groupwide, DOAs and Financial Manuals are being developed for each business unit for better control. ARCD is also closely working with all business units to mitigate all sorts of financial risks such as fraud, leverage, etc.
Process Risk: Systems and processes are developed and implemented across all business units, and operational team and ARCD team work together to monitor and continuously improve the effectiveness and efficiency of each task to reduce cost, and to improve risk management, corporate governance and internal control system.
HR Risk: To prevent the group from having an unsuitable or wrong candidate for each position, corporate HR clarifies the individual job decription and also evaluate every employee biannually. In addition, the corporate HR try to improve the competency of the employees by providing training program, job rotation plan, thus ensuring employees are learning at work and improve their organizational performance. The talent management program and succession plan are also under development to support the employees for their carrier development. Employee’s satisfaction surveys are also conducted yearly to identify areas to be improved to retain and motivate good employees.