Corporate Governance

Governance Structure

To reflect our corporate structure, we have established a two-tier corporate governance system to govern Myanma Awba effectively:

At the Group level, our Board of Directors includes three directors. They benefit from the support of our Advisory Board to ensure an efficient oversight of its responsibilities for the Group. The Advisory Group includes two members.
The Group Board is supported by our Executive Committee, which includes representatives of the main Business Units and Functions of Myanma Awba.

Our distinguished Advisory Board and Executive Committee take the lead in ensuring the Group remains true to its values and beliefs as it serves the farmers of Myanmar.

Board of Directors and Advisory Board Members

Board Responsibilities

Theme	Responsibilities
Board	Set and review Myanma Awba’s values and mission Oversee compliance with legal and regulatory requirements and all policies approved by the Board Assess the effectiveness of the Board Identify and recommend potential Board members for election by shareholders Recommend the Board remuneration policy for shareholder approval Consider stakeholders’ expectations to secure the sustainability of the Group
Strategy	Review, approve and monitor the Group’s strategy Monitor the overall performance of the Group’s progress toward 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 Group Advise the shareholders to appoint, reappoint or remove the External Auditors and Chief Internal Auditor Ensure the integrity of financial statements and sustainability disclosure
Stakeholders	Ensure Myanma Awba conducts its business in a socially and responsible manner, and engage with its most critical stakeholders
People	Review and approve the human resource policies and framework for the Group Develop succession plans Set the remuneration and incentive schemes for the Management team

The Board benefits from the support of the Advisory Board in fulfilling its duties.

BOD Composition (31 March 2023)

Gender diversity of the Board

Breakdown of directorships by type

Meeting attendance & activities of the Board

Activities of the Board and Advisory Board

In the fiscal year 2022/2023, the Board convened 13 times. The primary focus of these meetings was on reflecting on previous years’ strategies and planning the future direction of the business amidst the politically turbulent environment. Significant topics of discussion included addressing the depreciating Kyat, stabilizing the business, ensuring staff safety, managing the challenges posed by increasing inflation and addressing areas of concern regarding government policies.

Attendance

The attendance of each Member is summarised in the table below:

Name	Type of Directorship	FY 22/23	FY 21/22	FY 20/21
Name	Type of Directorship	Board Meetings
Name	Type of Directorship	FY 22/23	FY 21/22	FY 20/21
Thadoe Hein	Executive Chairman (Board and Advisory Board)	13/13	6/6	25/25
Soe Mar Lar	Non-Executive Director (Board)	13/13	6/6	25/25
Soe Min Thant	Executive Director (Board)	13/13	6/6	25/25
Raymond Leung	Independent Non-Executive Director (Advisory Board)	13/13	6/6	25/25
Rajesh Malhotra	Executive Director (Advisory Board)	13/13	6/6	25/25

Name	Type of Directorship	Board Meetings
Name	Type of Directorship	FY 22/23	FY 21/22	FY 20/21
Thadoe Hein	Executive Chairman (Board and Advisory Board)	13/13	6-Jun	25/25
Soe Mar Lar	Non-Executive Director (Board)	13/13	6-Jun	25/25
Soe Min Thant	Executive Director (Board)	13/13	6-Jun	25/25
Raymond Leung	Independent Non-Executive Director (Advisory Board)	13/13	6-Jun	25/25
Rajesh Malhotra	Executive Director (Advisory Board)	13/13	6-Jun	25/25