Corporate Governance

အစုရှယ်ယာရှင်များ
Shareholders
အထွေထွေအစည်းအဝေး
General Meetings
ဒါရိုက်တာဘုတ်အဖွဲ့
Board of Directors
ရွေးချယ်တင်မြှောက်ရေး ကော်မတီ
Nominating Committee
အခကြေးငွေပေးချေရေး ကော်မတီ
Remuneration Committee
စိစစ်ရေး၊ လိုက်နာ ဆောင်ရွက်ရေးနှင့် စီမံအုပ်ချုပ်ရေး ကော်မတီ
Audit, Compliance and Corporate Governance Committee
စီမံခန့်ခွဲရေးအဖွဲ့
Management Team
အုပ်ချုပ်မှု ဒါရိုက်တာ
Managing Director
စီမံအုပ်ချုပ်ရေး (Admin)
စီးပွားရေး ဖွံ့ဖြိုးတိုးတက်ရေး
(Business Development)
လိုက်နာဆောင်ရွက်ရေး (Compliance)
ဘဏ္ဍာရေး (Finances)
ဝန်ထမ်းရေးရာ (HR)
လုပ်ငန်းလည်ပတ်ရေး (Operations)
ဝယ်ယူရေး (Procurement)

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 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. Tables below summarised the responsibilities of each body.

General meetings

Our 1,100+ 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.
More information can be found in our Annual Report 2019-2020.

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 2019-2020.

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-harassment
  •  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