Governance Structure

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

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 2025

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 years of FY24/25 and FY25/26, the board met 24 times (12 times for each year). The meetings focused on organisational strategy, finance and business review, investment decisions and planning the future direction of the business amidst the politically turbulent environment.

Significant topics of discussion included the progress of key projects, risk management, corporate governance and evaluation, succession planning and the remuneration of key management personnel, as well as managing the broader challenges affecting business continuity and the Group’s response to a changing operating and regulatory landscape.

During the period, U Aung Si was appointed as a Director of the Board of Myanma Awba Group, effective 31 January 2024.

Attendance

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

Name	Type of Directorship	Board Meetings
Name	Type of Directorship	FY 24/25	FY 23/24	FY 22/23
Thadoe Hein	Executive Chairman (Board and Advisory Board)	12/12	12/12	12/12
Soe Mar Lar	Non-Executive Director (Board)	8/12	12/12	12/12
Soe Min Thant	Executive Director (Board)	12/12	12/12	12/12
Raymond Leung	Independent Non-Executive Director (Advisory Board)	12/12	12/12	12/12
Rajesh Malhotra	Executive Director (Advisory Board)	12/12	12/12	12/12
Aung Si	Executive Director (Board)	12/12	-	-