Our structure

Our corporate governance structure is clear: our 1,100+ shareholders own TMH and decide its future during General Meetings. Our Board of Directors (BOD) validates the strategy and oversees its implementation.

The Board has established three committees, which are all chaired by Independent Directors:

• The Audit, Compliance and Corporate Governance (ACCG)Committee
• The Nominating Committee,
• The Remuneration Committee.

Led by our Managing Director, TMH’s Management team is then responsible for executing our strategic plan, delivering results and reporting its performance to the Board.

General meetings

Our 1,100+ shareholders meet during the 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.
• Approve financial statements, the auditors’ report and the directors’ report.
• Approve the strategic roadmap prepared by the BOD Members and the allocation of TMH’s resources, especially: the amount to be set aside to invest in further developing TMH’s assets.

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.
More information can be found in our Annual Report 2023.

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 2023.

Corporate Policies

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