Governance Structure

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The Corporate Governance Structure of Yoma Bank is established in our Corporate Governance Policy Manual, which is available here. 
At the end of June 2020, our Governance Structure is as summarised in the following diagram: 

Shareholding Structure

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Our shareholding structure evolved: Greenwood Capital Private Limited (an affiliate of GIC), and Norfund, the Norwegian Investment Fund for Developing Countries joined FMI and the IFC as shareholders of Yoma Bank. The composition of our Board of Directors will evolve to reflect these changes. 

Our shareholding structure is summarised as below: 


Our executive chairman is a significant shareholder of FMI. The details of his holdings are given in FMI’s latest annual report which is available on FMI’s website.

General Meetings

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General meetings are usually chaired by the Chairman of the Board. During these meetings, the shareholders: 
  • elect the Directors of the Board
  • approve the remuneration of the Directors based on the recommendation of the Board
  • appoint External Auditors
  • approve the change in the share capital
  • validate the allocation of the Banks’ resources. 

Our 25th and most recent General Meeting was held on 22nd November 2019 with our shareholders, Board Members and External Auditors. The notice of this meeting can be downloaded here and the meeting minutes here.
The table below summarises the Annual General Meeting resolutions which were passed by way of written resolutions of 100% of the members according to section 156(d) of the Myanmar Companies Law 2017.

Resolution
% for % against
& abstention
A. Approval of Director’s Report FY2018  100%  - -
B. Acknowledgement of Financial Reports, FY2018 & FY2019 and Director’s Report FY2019100% - -
C. Acknowleddgement of External Auditor’s Report FY2018 & FY2019 100% - -
D. Approval to resignation of Non-Executive Director
 100% - -
E. Election of the following persons to Yoma Bank’s Board of Directors: 

  • U Theim Wai @Mr. Serge Pun (Executive Chairman)
  • U Myat Thin Aung (Non-Executive Director)
  • U Kyi Aye (Executive Director)
  • U Tun Myat (Independent Non-Executive Director)
  • Mr. Chi Tung Melvyn Pun (Non-Executive Director)
  • Mr. Dean Alexander Cleland (Executive Director)
  • Daw Aye Aye Soe (Executive Director)
 100% - -

Board Responsibilities

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Theme Responsibilities
Board
  • Oversee compliance with legal and regulatory requirements, particularly the Financial Institutions Law and the directives and notifications issued by the Central Bank of Myanmar
  • Ensure compliance with all policies approved by the Board
  • Set and review the Bank’s value and mission
  • Assess the effectiveness of the Board
  • Identify and recommend potential Board members for election by shareholders
  • Recommend the Board remuneration policy for shareholder approval
Strategy
  • Review, approve and monitor strategy
  • Monitor the overall performance of the Bank’s progress towards its strategic objectives
  • Decide on critical business matters 
 Risk & controls
  • Approve and oversee the risk management framework and associated policies and procedures
  • Establish and foster a sound control environment
  • Set the risk appetite for the Bank
  • Advise the shareholders to appoint, re-appoint or remove the External Auditors
 Reporting
  • Ensure the integrity of financial statements
 Stakeholders
  • Consider stakeholders’ expectation to secure the sustainability of the Bank’s business model
  • Ensure the Bank conducts its business in a socially and responsible manner

 People
  • Review and approve the human resource policies and framework
  • Develop succession plans
  • Set the remuneration and incentive schemes for the Management team

Chairman Responsibilities

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The responsibilities of the Chairman are: 
  • leading the Board and ensuring its effectiveness:
    - Board Meetings are duly planned, chaired and documented
    - Board members receive sufficient information timely before making a decision
    - Board Committees function properly
    - Board Members satisfy their duties
    - The performance of the Board Members and of the Management Team is evaluated yearly at least

  • promoting a culture of openness and debate
    - Board Members should have the opportunity to share their views and opinions freely 

  • Ensuring that all the Board Members receive sufficient training to maintain and develop their understanding of the business environment of the Bank:
    - new Board Members should be onboarded properly when they are elected
    - existing Board Members shall have access to a continuous education program

Audit Committee

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The Audit Committee (AC) is responsible for: 
  • safeguarding the integrity of internal controls and financial reporting
  • monitoring the effectiveness and performance of the Internal Auditor and External Auditors
  • ensuring compliance with relevant laws and regulations

The following table summarises the main areas of responsibilities of the Audit Committee: 

Theme
Responsibilities
Compliance
  • Ensure the Bank’s compliance with laws, regulations and internal codes and policies, particularly its Code of Conduct
  • Ensure the accuracy and integrity of accounting and compliance with laws and regulations
  • Risk & Controls
    • Monitor and review the framework for internal controls and risk management to ensure its effectiveness
    • Review the effectiveness of the Internal Audit function
    • Assess the financial system used by the Bank
    • Approve the appointment and dismissal of the Internal Auditor
    • Advise the Board on the appointment, re-appointment or removal of the External Auditors 
     Reporting
    • Develop and oversee disclosure and transparency standards
    • Review annual and semi-annual financial statements and other financial information provided to the Board and shareholders
    • Review external auditors’ audit approach
    • Ensure the integrity of the whistleblowing system related to financial reporting, accounting, auditing or others matters

    Risk Oversight Committee

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    The main responsibilities of the Committee cover the oversight of the following:
    • the identification and definition of risks inherent to the Bank’s business and activities such as credit, market, operational, liquidity, reputational, strategic, etc.
    • the effectiveness of the risk management framework and control environment of the Bank

    Theme Responsibilities
    Compliance
    • Ensure that the Bank complies with the Financial Institutions Law regulations and with the directives issued by the Central Bank of Myanmar
    • Review the capital provisions of the Bank and ensure that they are on par with the requirements of the regulator
    Risk & controls
    • Approve the risk management policies
    • Review the effectiveness of the Enterprise Risk Management framework particularly the process related to risk identification, measurement, mitigation and monitoring
    • Ensure that the risk appetite approved by the Board is properly enforced
    • Review the reports from the Management Team on risk management
    • Foster and promote continuous dialogue on risk within the Bank

    Reporting
    • Inform the Board promptly on any changes related to the Bank’s risk management



    People, Remunerations and Nominations Advisory Committee

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    The main responsibilities of the Committee will cover the oversight of the following:

    Theme Responsibilities
    Organisation
    • Approve the Bank’s organisation structure reporting to the CEO
     People
    • Advise the Board on the nomination of Non-Executive Directors before their approval by the Bank’s shareholders 
    • Recommend the appointment of the Chief Executive Officer, Chief Finances Officer and Chief Risk Officer and conduct their annual reviews
    • Approve the succession planning and identification of critical role
    • Review and recommend to the Board a general framework of remuneration for the Board and for key management personnel (i. e. persons having authority and responsibility for planning, directing and controlling the Bank’s activities)
    • Review and advise the Board on the remuneration packages for each Director of the Board as well as for the key management personnel and ensure that they are coherent and aligned with the Bank’s strategy and long-term goals
    • Assess the performance of key management personnel