Governance Structure

Who we are > Governance

Governance Structure

Who we are > Governance

The Corporate Governance Structure of Yoma Bank is established in our Corporate Governance Policy Manual, which is available here.
At the end of March 2023, our Governance Structure is as summarised in the following diagram:

The shareholders of Yoma Bank are FMI, Greenwood Capital Private Limited (an affiliate of GIC), and Norfund, the Norwegian Investment Fund for Developing Countries. The composition of our Board of Directors evolves in accordance with the changes in the shareholding structure.

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.

Annual 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 29th and most recent General Meeting was held on 7th July 2023 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. Appointment of U Theim Wai @ Mr. Serge Pun (Executive Chairman)100% – –
B. Appointment of U Tun Myat (Independent Non-Executive Director)100% – –
C. Appointment of U Kyi Aye (Executive Director)100% – –
D. Appointment of Dr. Holger Dirk Michaelis (Non-Executive Director)100% – –
E. Appointment of U Phyo Phyu Noe (Non-Executive Director)100% – –
F. Appointment of U Ba Maung Sein (Director)100%
G. Appointment of Mr. Chintaman Mahadeo Dixit (Independent Non-Executive Director)100%
H. Appointment of Mr. John Alan Staley (Independent Non-Executive Director)100%
I. Appointment of External Auditor (FY 2023-2024)100%
J. Acknowledgement of Financial Reports, and Director’s Report FY 2022-2023100%
K. Acknowledgement of External Auditor’s Report FY2022-2023100%
L. Acknowledgement of resignation of Directors100%

The Board is elected by and accountable to the shareholders of Yoma Bank. Pursuant to CBM directive no. (9/2019), the appointment of the Directors of the Board shall be staggered to ensure that the duties and functions of the Board are conducted without interruption. Except for decisions explicitly reserved for shareholders, the Board has full authority to carry out all activities necessary to provide effective strategic guidance and sound oversight, key personnel decisions, organizational structure, governance framework and practices, risk management and compliance obligations.

The following are the primary roles and responsibilities of the 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
  • 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
  • Ensure the integrity of financial statements
  • 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
  • Review and approve the human resource policies and framework
  • Develop succession plans
  • Set the remuneration and incentive schemes for the Management team

Board Performance Evaluation

The Board conduct its yearly self-evaluation to identify ways to strengthen its overall effectiveness. This evaluation process is facilitated by People, Remuneration and Nomination Committee. The Observers of the Board and Leadership Team are invited to participate in the evaluation process. The evaluation is completed on a confidential basis, and it was segmented into following five key areas:
  • Authorities and General Information, which assesses the Board’s authorities, roles and consideration in protecting the Bank’s interest and the shareholders’ value as well as the Board’s effectiveness in guiding and setting the strategy of the Bank and managing the performance of the Chief Executive Officer.
  • Board Composition, which looks at the composition of the Board and its sub-committees.
  • Structure and Committees, which covers the structure, composition, effectiveness of committees, and the deliberations of committees to non-committee members.
  • Duties and Liabilities, which appraises the communication to the Board on duties of loyalty, care and business judgement, learning about the Bank’s business, challenging, and asking critical questions to management, and disclosure of conflict of interest; and
  • Working Procedures, which considers the working procedures of the Bank.

Related Party Transactions

It is policy of Yoma Bank that related party transactions are conducted at arm’s length with any consideration paid or received by the Bank in connection with any such transaction being on terms no less favorable than terms available to any unconnected third party under the same or similar circumstances. The Audit Committee oversees and reviews the propriety of related party transactions to avoid any potential or actual conflict of interest. The Bank has formulated guidelines for identification of related parties and the proper conduct and documentation of all related party transactions. The objectives are to set out (a) the materiality thresholds for related party transactions and (b) ensure proper approval, disclosure, and reporting of such transactions as applicable under the law/ regulations, between the Bank and any of its related parties in the best interest of the Bank and its Stakeholders.

Succession Planning

The Board adopt a succession plan that outlines the succession of key management positions. CEO provides support to the Board in this process and be part of the committee that plans for succession. The succession plan goes beyond simply naming potential leaders, but also identifies plans to professionally develop the Bank’s leadership pipeline. It should also lead the Board to define strategies for recruiting and retaining qualified management staff to support the growth of the Bank. The Board update the plan on a regular basis. Beyond long-term succession planning, the Board also ensure there are short-term continuity plans in place in the case of an unexpected executive absence. For key executive positions, the Board identify backups that can quickly take over a function should it be unexpectedly vacated for whatever reason. This should be part of a wider business continuity plan for the Bank.

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

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:

  • 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
  • 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

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

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

  • Approve the Bank’s organisation structure reporting to the CEO
  • 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

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

  • Ensure all technology initiatives are aligned to delivering the Board’s strategic agenda
  • Act as an alternate independent voice to Management on the approach to Technology Investment and Procurement
  • Make recommendations to the Board on proposals for technology investments
  • Monitor, review and approve the Technology Target Architecture, strategic prioritization and quarterly delivery of Technology roadmap of the Bank
  • Review the key LEAD and LAG measures of the Technology Division

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