Corporate Governance – Shwe Taung Group

Corporate Governance

We have a two-tier corporate governance framework to reflect our corporate structure:

  • Shwe Taung Development Board is the Group Board. It has the responsibility to manage the performance and governance of the Group. The Group Board has five directors and three committees to ensure an efficient oversight of its responsibilities. It meets at least once every quarter.
  • The Group Board is supported by boards and management committees in Shwe Taung’s six business sectors.

The Group’s Corporate Governance Manual covers the Group’s corporate governance policies and processes. It includes:

  • Group Board Charter with the roles of the Board, the responsibilities of its directors, its working procedures,
  • the Charters for its different committees to state their responsibilities, composition and working procedures,
  • the Group’s corporate policies including its code of conduct, its related party transaction policy and its conflict of interest policy.

 

Board Responsibilities

The Group Board is elected by shareholders to oversee and guide management with the goal of creating long-term shareholder value for the company and its stakeholders. Its purpose is to focus on:

  • defining group-wide strategies,
  • validating major new investments, capital allocation,
  • reviewing group policies, organizational development, and
  • ensuring group-wide oversight/assurance functions

Therefore, the Group Board shall:

  • nominate directors to represent the Group on business sector boards
  • nominate and appoint key executives of the business sectors, including the CEO
  • develop and approve Group policies and procedures to be implemented at business sector level
  • oversee and support the other boards operating within the Group and especially the boards of each business sector

The Board will meet at least once quarterly. It will work on 3 main areas:

  • Board evaluation
  • Succession planning
  • Directors’ continuing education

 

Board Committees

Audit & Risk Committee :
The objective of this committee is to assist the Board in effectively performing its duties of overseeing financial reporting, compliance, internal control, risk management, and internal and external audits.

Investment Committee:
The objective of this committee is to:

  • a) Develop the investment and financing strategy for the Group
  • b) Oversee investments and capital allocation
  • c) Develop and maintain the Group Investment Policy
  • d) Consider new specific investment decisions across the Group

Organization and Sustainability Committee:
The objective of this committee is to oversee Group policies in the areas of corporate governance, code of conduct, sustainability governance including environmental & social risks management, human capital and organisational developments. Additionally, it replaces and incorporates all responsibilities of the Code of Conduct Compliance Committee and acts as the Group Safety Committee.

 

Group Policies

Our corporate policies cover a wide range of topics, including:

  • Anti-Corruption
  • Environmental
  • Employees’ and Human Rights
  • Safety and Health
  • Land Acquisition
  • Grievance and Dispute Resolution
  • Intellectual Property
  • Media Relations and Disclosure
  • Privacy and Confidentiality
  • Sustainability
  • Transparency
  • Whistle Blowing
  • Conflict of Interest
  • Related Party Transaction

The Board is accountable for validating and implementing the policies.

 

Business Sectors

Each business sector will have a Board of Directors (“Business Sector Board” or “BSB”). The authority of each sector will be set out in each Business Sector’s Board Charter. In addition, the Board Charter shall include:

  • Board Roles and Director Duties
  • Board Composition and Committee Structure
  • Board Working Procedure

The Group Board will maintain oversight on the key matters of strategy, risk management, financial reporting, and audit.
The policies of Shwe Taung Group will be the policies of each business sector. Business sectors will embrace the core values of the Group.
The governance standards adopted by the Group will be the governance standards of each business sector.
Each business sector will adopt the Group master brand standard.

Directors Role Committees Experience
Audit & Risk Investment Organisation & Sustainability
Mr Aik Htun Non-Executive Chairman Please click here
Mr Aung Zaw Naing Executive Director Member Please click here
Mr Ye Myint Non-Executive Vice-chairman Member Chairman Please click here
Mr Aung Than Non-Executive Vice-chairman Member Chairman Please click here
Mr Win Htay Executive Director Chairman Member Please click here