About Us / Governance / Corporate Governance
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.
A full Corporate Governance Statement may be obtained from our latest Annual Report.
Below is a brief disclosure of our Corporate Governance framework:
The Board of Director (“Board”) of uab bank is made up of 5 members with majority of the members holding non-executive position.
Members of the Board of Directors are:
The Chairman of the Board holds a non-executive position whereas the CEO is an executive officer. The running of the Board is the responsibility of the Chairman whilst the running of the Bank’s business is the executive responsibility of the Chief Executive Officer.
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 Director 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. (Section 157, Myanmar Companies Law, 2017).
The essential roles and responsibilities of the Chairman are:
Independent Non-Executive Director means a director, not having any material relationship with the Bank, either directly or as a shareholder or an officer of an organization that has a relationship with the Bank.
Independent Directors bring their independent judgment, diverse knowledge and experience in deliberations on issues pertaining to the oversight of the Bank. The role includes ensuring adequate corporate governance and the management of risk.
Responsibilities of Directors are stated in 2.1 below.
Directors may serve up to total of 5 Boards in publicly listed companies.
None of the directors currently exceed the limit.
The Board seeks directors whose complementary knowledge, experience, and skills provide a broad range of perspectives. The selection of directors depends upon the requirement of the Board and Committees assisting the Board.
The candidate must meet the following requirements as per Directive No. (8/2019) issued by Central Bank of Myanmar:
a. Education and Training
b. Experience
c. Knowledge, skills and abilities
In addition, the candidate must meet “Fit & Proper” as laid down in Section 76 of Financial Institutions Law, 2016.
The Board undertakes a formal annual evaluation of its own performance and that of its Committees and individual directors. The Board Nomination and Remuneration Committee assists the Board in setting up the process and criteria for evaluation of the performance of the Board, its Committees and directors.
The performance and the assessment of the Board is measured by the following 4 (four) dimensions:
Succession planning is considered at least annually by Board Nomination and Remuneration Committee (BNRC). The BNRC assists the Board in reviewing the succession plan for the Directors, Chief Executive Officer and Key Management Personnel.
Management Committee is responsible for maintaining a succession plan at the mid-level management. Management employs 5 steps to create a succession plan. The five steps are:
Succession planning is considered at least annually at the Bank’s staff appraisal sessions.
The Board makes an annual assessment of the CEO at the close of each financial year. Criteria include among other things, the financial performance, governance and risk management of the Bank.
The performance assessment of employees is carried out by the senior leadership on their respective teams and individual staff members on a bi-annual basis. Performance assessment is part of the performance management, which allows the culture of high performance to exist throughout the organization, ensures employees remain motivated, and are empowered to perform to their greatest potential.
Performance management includes planning performance, regular monitoring and reviewing and formal appraisal. Performance appraisal incorporates behavioural measures in addition to achievement of planned KPIs. Post appraisal process includes feedback, coaching and steps are initiated to manage the differing level of performance.
Board members have complete access to management.
uab bank has instituted Code of Ethics and staffs, interns, members of the Board, consultants and contractors are expected to be familiar with and follow the Code of Ethics.
The directors are encouraged to attend the professional education programs. 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 Board Nomination & Remuneration Committee monitors the on-going professional educational needs of the Directors. Training and education programs are reported in the Bank’s website and social media pages from time-to-time.
No | Name | Role | Board of Directors |
Board Audit Committee | Board Risk Committee | Board Credit Committee | Board Nomination & Remuneration Committee |
---|---|---|---|---|---|---|---|
1 | U Nay Aye | Non-Executive Chairman and Independent Director | 4/5 | 2/2 | - | - | 1/1 |
2 | U Than Win Swe | Non-Executive Director | 5/5 | 2/2 | 2/2 | 7/7 | 1/1 |
3 | U Thant Zin | Non-Executive Director | 5/5 | - | 2/2 | 7/7 | - |
4 | U Thint Thwin | Independent Non-Executive Director | 4/5 | 2/2 | 1/2 | 5/7 | 1/1 |
5 | Mr. Christopher Loh | MD and CEO |
5/5 | - | 2/2 | - | - |
No | Name | Title | Board of Directors (BOD) | Board Nomination & Remuneration Committee (BNRC) | Board Audit Committee (BAC) | Board Risk Committee (BRC) | Board Credit Committee (BCC) |
---|---|---|---|---|---|---|---|
1 | U Nay Aye | Non-Executive Chairman and Independent Director | 12/12 | 1/1 | 4/4 | - | - |
2 | U Thant Zin | Non-Executive Director | 12/12 | - | - | 4/4 | 18/18 |
3 | U Win Htein Min | Independent Non-Executive Director | 12/12 | 1/1 | 4/4 | 4/4 | - |
4 | U Tint Thwin | Independent Non-Executive Director | 12/12 | 1/1 | 4/4 | 4/4 | 18/18 |
5 | Mr. Christopher Loh | MD & CEO | 12/12 | - | - | - | - |
* U Nay Aye joined the Board in November 2021 and attend 4 Board meetings.
* U Tint Thwin joined the Board in December 2021 attended 4 Board meetings.
* U Than Win Swe resigned from the Board in July 2022.
* U Win Htein Min joined the Board in May 2022.
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:
overseeing the compliance of the bank with the Financial Institutions Law, regulations and directives issued there under.
Types of decisions that require specific Board of Director approval.
In addition to above responsibilities, the following is the non-exhaustive list which specifically requires approval of Board of Directors:
The Board as a whole is responsible for the overall governance, management and strategic direction of the Bank and is assisted in its oversight function by Board Committees.
The Board has four standing committees: Risk Committee, Credit Committee, Audit Committee and Nomination and Remuneration Committee. The above-mentioned committees generally report to the Board at the next scheduled Board meeting following a committee meeting.
Due the present size of the Bank, the Board decided to set up a combined Nomination and Remuneration Committee which oversees the combined nomination and remuneration functions. The Committee is chaired by an Independent Non-Executive Director. It is made up of entirely of non-executive directors with a majority of independent members.
Board Credit Committee
(BCC)
Chair of BCC
Non-Executive Director
Committee is entirely made up of Non-Executive Directors
Board Risk Committee
(BRC)
Chair of BRC
Independent Non-Executive Director
Committee is entirely made up of Non-Executive Directors
Board Audit Committee (BAC)
Chair of BAC
Independent Non-Executive Director
Committee is entirely made up of Non-Executive Directors with a majority of Independent Directors
Board Nomination & Remuneration Committee (BNRC)
Chair of BNRC
Independent Non-Executive Director
Committee is entirely made up of Non-Executive Directors with a majority of Independent Directors
Shareholders of the Bank are :
No | Name of Shareholder | % of Shareholding |
---|---|---|
1 | Capital Link Investment Company Ltd (1) | 40% |
2 | Future Growth Investment Company Ltd (2) | 60% |
To avoid possible conflict of interest, statutory auditors are not consulted or appointed to provide ancillary services. Statutory auditors are rotated as per Section 88(b) of Financial Institutions Law, 2016 and Directive 10/2019 of the Central Bank of Myanmar. Further, our financial statements disclose the audit fees separate from the reimbursement of expenses, if any.
The members of the Audit Committee are appointed in accordance with Section 85(b) of Financial Institutions Law, 2016. All the members of the Audit Committee are Non-Executive Directors with the majority made up of Independent Directors.
U Nay Aye, the Senior Independent Non-Executive Director with his strong accounting and regulatory experience currently chairs the Audit Committee.
5.3.1. The Bank’s total compensation comprises two main components:
5.3.2. We take a holistic view of various factors to determine and to ensure that an employee’s total compensatio is fair. This is done with the objectives to reward contributions, motivate and retain talents.
5.3.2. We take a holistic view of various factors to determine and to ensure that an employee’s total compensatio is fair. This is done with the objectives to reward contributions, motivate and retain talents.
5.3.3. Compensations are structured so as to attract and retain talent, which is vital for the long-term success of the Bank.
5.3.4. The Board of Directors and Senior Management conducts regular reviews of the remuneration policy and practices of the Bank to ensure that compensation practices and programs are consistent with regulatory requirements and are responsive to market developments. Remunerations, rewards and compensation are viewed beyond short term financial measures and looks at the longer-term sustainability objectives.
5.3.4. The Board of Directors and Senior Management conducts regular reviews of the remuneration policy and practices of the Bank to ensure that compensation practices and programs are consistent with regulatory requirements and are responsive to market developments. Remunerations, rewards and compensation are viewed beyond short term financial measures and looks at the longer-term sustainability objectives.
5.3.5. Remuneration to the Board of Directors and Senior Management are generally disclosed in the Notes of Accounts of our Annual Audited Accounts. For period ending 31st March 2022, this can be found on Note 7.1 of the Annual Audited Accounts.
5.3.5. Remuneration to the Board of Directors and Senior Management are generally disclosed in the Notes of Accounts of our Annual Audited Accounts. For period ending 31st March 2022, this can be found on Note 7.1 of the Annual Audited Accounts.
To improve on our Corporate Governance standards and transparency, a gap analysis with the ASEAN Corporate Governance Score Card had been undertaken and this is provided in the link below: