Corporate Governance

Shareholders
AGM
Board of Directors
Nominating Committee
Remuneration Committee
Audit, Compliance and Corporate Governance Committee
Managing Director
Management team

General meetings

Our 800+ shareholders are meeting during AGM and EGM to:

  • Elect the Directors of the Board. The BOD Members will then act on their behalf to protect and develop the Company’s value and assets.
  • Validate the financial statements, the auditors’ report and the directors’ report.
  • Approve the strategic roadmap prepared by the BOD Members, the Directors’ remuneration, and how to allocate TMH’s resources, especially: the amount to be kept to invest in developing further TMH’s assets, the dividends to be paid by the Company to its shareholders.

Board’s responsibilities

Our BOD members have to comply with the requirements of the New Companies Law. The responsibilities of our BOD members are broad and cover the following areas:

  • Defining and monitoring the implementation of TMH’s strategy.
  • Validating and overseeing the implementation of TMH’s corporate policies.
  • Ensuring the compliance of TMH with all the relevant laws and regulation in Myanmar.
  • Making sure that TMH has a sufficient control environment in place to monitor and manage its main risks effectively.
  • Reviewing the relevance of the Company’s mission and vision.
  • Securing the succession of the BOD members by identifying suitable candidates to assume the roles and responsibilities within the Board.

TMH has decided to balance its Board with a mix of executive and non-executive members.

Chairperson’s responsibilities

Elected by the Board of Directors, the Chairperson usually presides over General Meetings, and is primarily responsible for:

  • Ensuring the Board of Directors satisfies its duties,
  • Determining the agenda of Board of Directors meetings, chairing such meetings and ensuring that minutes are kept of such meetings,
  • Addressing problems related to the performance of individual Board members,
  • Addressing internal disputes and conflicts of interest concerning individual Board members and the possible resignation of such members as a result, and
  • Ensuring that the performance of the Management team members and Board Members is evaluated at least once every year.

Board’s committees

The Board has established three committees:

  1. The Audit, Compliance and Corporate Governance (ACCG) Committee,
  2. The Nominating Committee,
  3. The Remuneration Committee.

The roles and responsibilities of our Board Committees are detailed in our Annual Report

Corporate Policies

The Board is accountable for validating and implementing the policies.
TMH is currently working to redefine two main policies to update its corporate governance framework. Our Board will review and validate them, soon.

Documents Main Areas Covered
Board Charter
  • Board roles and responsibilities
  • Board structure and composition
  • Directors’ duties
  • Board work procedures
  • Board evaluation
  • Board continuing education
  • Succession planning
  • Conflict of interest
  • Remuneration of Directors
  • General meeting
  • Dividend policy
  • Risk management

Our Board of Directors is currently reviewing this document.

Code of Conduct
  •  Corporate values
  •  Human Rights and Labour Rights
  •  Diversity
  •  Discrimination
  •  Anti-harassement
  •  Whistleblowing
  •  Workplace Safety
  •  Privacy
  •  Conflict of interest
  •  Anti-Corruption and Anti-Bribery
  •  Gifts, facilitation payment, donations
  •  Fair competition
  •  Insider trading
  •  TMH’s records
  •  Careful communication
  •  Environment
  •  Monitoring and reporting

Our Board of Directors is currently reviewing this document. Our Board Members, top managers and employees will have to abide by our Code of Conduct. Likewise, to foster transparent communication, people reporting in good faith their concerns will be protected.

Internal Controls Internal Audit Rules
HR manual
  •  Corporate values
  •  Organisational structure
  •  Recruitment
  •  Remuneration
  •  Working conditions
  •  Compensation and benefits
  •  Talent management
  •  Sanctions
  •  Use of TMH’s resources

To ensure the safety of our employees and the continuity of our operations, we issued specific guidelines to manage the COVID-19 situation.

Environment
  •  Recycling policies