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Corporate Governance Statement

 
 

The Board of Directors view Corporate Governance as important to sound banking and the achievement of sustainable growth. In the overall oversight of the Bank, the Board of Directors is responsible for the overall governance, management and strategic direction of the Bank. Members of the Board of Directors are:

  1. Ne Aung (Non-Executive Chairman)
  2. Khin Moe Nyunt (Non-Executive Director)
  3. Than Win Swe (Non-Executive Director)
  4. Sein Win (Senior Non-Executive Independent Director)
  5. Thant Zin ( Non-Executive Director)
  6. Hnin Hnin Aung (Non-Executive Director)
  7. Christopher Loh (MD/CEO)

In performing this function, Board committees have been formed and they are:

  • Board Advisory & Strategy Committee
  • Board Audit Committee
  • Board Risk Committee
  • Board Credit Committee
  • Board Nomination & Remuneration Committe 

Members of the Board Committees are:

  • Board Advisory & Strategy Committee

  1. Ne Aung (Chairman)
  2. Than Win Swe
  3. Hnin Hnin Aung
  4. Thant Zin
  5. Christopher Loh 
  • Board Audit Committee

  1. Sein Win (Chairman)
  2. Than Win Swe
  3. Hnin Hnin Aung 
  • Board Risk Committee

  1. Than Win Swe (Chairman)
  2. Sein Win
  3. Hnin Hnin Aung 
  • Board Credit Committee

  1. Thant Zin (Chairman)
  2. Hnin Hnin Aung
  3. Than Win Swe 
  • Board Nomination & Remuneration Committe

  1. Sein Win (Chairman)
  2. Than Win Swe
  3. Hnin Hnin Aung 

Senior Management under the leadership of the Chief Executive has the responsibility for the day-to-day management of the Bank and the execution of the Bank’s strategy. To ensure sound governance, various subcommittees have been formed and they include:

  • Management Committee
  • Asset & Liability Management Committee
  • Credit Committee
  • Product Management Committee
  • Disciplinary Committee 

The respective Board and Management Committees are guided by its Terms of Reference.

Key policies and frameworks that have been adopted by the Bank include:

Copies of the Bank’s policies may be downloaded.

 

A full Corporate Governance Statement may be obtained from our latest Annual Report.

A brief disclosure of our Corporate Governance framework is appended below:

Board of Directors structure

  • The Board of Directors (“Board”) of uab bank are made up of 7 members
  • The running of the Board is the responsibility of the Chairman whilst the running of the company’s business is the executive responsibility of the Chief Executive Officer (CEO).
  • U Ne Aung is presently the Non-executive Chairman of the Board
  • Mr. Christopher Loh is the Chief Executive Officer and he is a member of the Board
  • U Sein Win presently acts as the Senior Independent non-executive Director and as Senior Independent Director, he acts as a sounding board for the Chairman and is available to the shareholders if there are any major issues
  • Independent non-executive Director means a director, not having any material relationship with the Company, either directly or as a shareholder or an officer of an organization that has a relationship with the Company.
  • Directors may hold up to a limit of 5 (five) board seats in public-listed companies. None of the members of the Board presently exceed the limit.

Board of Directors responsibilities

  • The Board of Directors (“Board”) is responsible for the overall governance, management and strategic direction of the Bank. It has ultimate responsibility for the Bank’s business strategy and financial soundness, key personnel decisions, organizational structure, governance framework and practices, risk management and compliance obligations.
  • The key responsibilities and the types of decisions made by the Board are:
    • keeping up with material changes in the bank’s business and external environment as well as act necessary changes in a timely manner to protect the long-term interests of the bank;
    • overseeing the development of and approve the bank’s business objectives and strategies and monitor their implementation;
    • playing a lead role in establishing the bank’s corporate culture and values;
    • overseeing implementation of the bank’s governance framework and periodically review that it remains appropriate in the light of material changes to the bank’s size, complexity, geographical footprint, business strategy, markets and regulatory requirements;
    • establishing, along with bank’s officers, the bank’s risk appetite, taking into account the competitive and regulatory landscape in the banking industry and the bank’s long-term interests, risk exposure and ability to manage risk effectively;
    • overseeing the bank’s adherence to its risk policy and risk limits;
    • approving the policy and oversee the implementation of key policies and rules pertaining to the bank’s capital adequacy assessment process, capital and liquidity plans, compliance policies and obligations, and the internal control system;
    • periodically reviewing key policies and rules to ensure their continued applicability and change or update where necessary;
    • requiring the bank to maintain a robust finance function responsible for accounting and financial data;
    • approving the annual financial statements and require an annual independent audit;
    • approving the selection and performance of the CEO and other Officers;
    • overseeing the bank’s policies on salaries and benefits, including monitoring and reviewing executive compensation and assessing whether it is aligned with the bank’s risk culture and risk appetite;
    • overseeing the integrity, independence and effectiveness of the bank’s policies and procedures for reporting fraud and other illegal activities;
    • overseeing the development of, and approve the bank’s policy on transactions with related parties; and
    • overseeing the compliance of the bank with the Financial Institutions Law, regulations and directives issued there under.
  • The Chairman of the Board is elected by the members of the Board of Directors and he ensures leadership to the Board of Directors. Board meetings will be presided by the Chairman and in his absence, the meeting may be presided by a Directors elected by the members present. Minutes of Board meetings presided by the Chairman (or Director, in his absence), will be evidence of the proceedings of meetings or passing of resolutions. (Sect 157, Company Law 2017)
  • The running of the Board is the responsibility of the Chairman while the running of the company’s business is the executive responsibility of the Chief Executive Officer (CEO). There should be a clear division of responsibilities between the two positions which will ensure a balance of power and authority, such that no one individual has unfettered powers of decision.
  • Directors’ attendance at Board and Board Committee meetings is set out in our latest Annual Report.
  • From time to time, the directors attend various training sessions related to their duties including governance and risk management practices, updates on laws and legislations, anti-money laundering requirements and compliance requirements as well as the Bank’s digital channels. The Bank’s new and existing directors receive training on topics that are relevant to the business of the Bank and which meet the objective of equipping directors with the relevant knowledge and skills to perform their role effectively.
  • The Governance structure of the Bank which is led by an experienced and engaged Board, provides an oversight of the relevant industry and company-specific risk. The Governance structure is to ensure that the Bank is managed in a safe and sound manner and this in the short, medium and long term impacts economic value and sustainability for all stakeholders including shareholders including shareholders, customers, employees, contractors, Government and society in general.
  • The key policies of the Bank including its Vision, Mission and Value statements are reviewed annually. The Business Plan of the Bank including the key strategies and targets of the Bank is reviewed by the Board of Directors at the start of each financial year. Please refer to the latest copy of our Annual Report for a full disclosure of our Business Model, achievements and strategic direction of the Bank

Board Committees

  • In implementing Good Corporate Governance principles, the Board has five (5) sub-committees namely:
    • Board Advisory & Strategy Committee
    • Board Risk Committee
    • Board Credit Committee
    • Board Audit Committee
    • Board Nomination and Renumeration Committee
  • Each sub-committee is governed by its Terms of Reference
  • A separate Audit Committee has also been instituted and its responsibilities are governed by Section 85 of the Financial Institutions Law 2016 and the Committee’s appointment by the Shareholders is for a period of 4 years. U Sein Win, an Independent Non-executive Director who is also a Certified Public Accountant presently chairs the Audit Committee. Other members are U Than Win Swe, Non-executive Director and Daw Hnin Hnin Aung, Non-Executive Director.
  • Due the present size of the Bank, the Board has decided to set up a combined Nominations and Renumeration Committee which will oversee the combined nomination and renumeration functions. The Committee will be chaired by the Senior Independent Non-executive member with two (2) other members who are non-executive. These functions include reviewing nominations for appointment and re-appointments as well as removal of directors, Chief Executive Officer, key senior management officers and the company secretary. The overall composition of the Board and Board Committees, continuous development programme and successions plans for key positions including Chief Executive Officer by the Committee. Further the remuneration policy for Directors and key senior positions are overseen by the Committee

Performance review & Board appointments

  • Succession planning is reviewed regularly. The CEO is assisted by the Deputy CEO who assumes his role in his absence. Similarly, each key senior management positions will be assisted by their respective deputies. The Bank has also a program of rotation of senior positions to ensure that senior staff are multi-functional and able to take up various leadership positions when required.
  • An annual assessment is conducted on the performance of the CEO and Senior Management members
  • The Board accepts that it has a responsibility to Shareholders to maintain an appropriate mix of skills and experience (without gender bias) within its membership. Consequently, the Board gives careful consideration for the appointment it may recommend to Shareholders in accordance with the Constitution. A screening process for Directors is made by the Board and they are required to meet the “Fit and Proper” criteria prescribed by the Central Bank of Myanmar.
  • An annual assessment of the Board of Directors is conducted and it is based on the Basle Committee’s Guidelines on Corporate Governance Principles for Banks.
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