Board Policy

THE BOARD POLICY OF MAX MYANMAR
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Board Assessment

Components of Board Assessment
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BOARD COMMITTES

During FY 2021-22, we have held the committees’ meeting as follow.

Name of Meeting	No of Meeting
Board of Director Meeting (BOD)	5
Management Committee Meeting	8
Finance Committee Meeting	6
Legal, Risk and Compliance Committee Meeting	1
Audit Committee Meeting	2
Nominating Committee Meeting	1
Remuneration Committee Meeting	1

During FY 2021-22, we have held the Board meeting as following.

No	Name of Directors	08.07.21	20.09.21	13.12.21	14.01.22	07.06.22
1	U Zaw Zaw
2	U Soe Tint
3	U Ohn Kyaw
4	Dr Thaung Han
5	U Andrew Khant
6	Daw San San
7	U Khin Maung Tint
8	Dr Tin Latt
9	U Min Sein
10	U Kyaw Kyaw

*U Khin Maung Tint was selected as Board Members during January 2022 FY.

Present

During FY 2022-23, we have held the committees’ meeting as following.

Name of Meeting	No of Meeting
Board of Director Meeting (BOD)	4
Management Committee Meeting	8
Finance Committee Meeting	9
Legal, Risk and Compliance Committee Meeting	1
Audit Committee Meeting	2
Nominating Committee Meeting	1
Remuneration Committee Meeting	1

During FY 2022-23, we have held the Board meeting as following.

No	Name of Directors	15.04.22	10.06.22	07.10.22	29.03.23
1	U Zaw Zaw
2	U Soe Tint
3	U Ohn Kyaw
4	Dr Thaung Han
5	U Andrew Khant
6	U Khin Maung Tint
7	Dr Tin Latt
8	U Min Sein
9	U Kyaw Kyaw

Present

Board Committee and Board Meetings (2017 ~ 2018)
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Management Committee

The composition of the Management Committee will be determined by top management team from Max Holding and CEO from subsidiaries. Other members of the management can be invited on a case basis however they will not constitute a part of the committee. • The Committee may obtain advice, assistance and support from legal, accounting and finance from all subsidiaries. The committee shall also have authority to obtain advice and assistance from internal or external advisors.

The management committee meeting will be chaired by Group Chief Executive Officer (CEO) and the committee shall meet monthly or as required. The Committee shall meet in person or via videoconferencing if necessary. The committee shall keep meeting minutes which shall be circulated to members for objections and approval.

Name	Role	Type	No. of meetings attended
U Ohn Kyaw	Chairman	Chairperson	8
Dr Thaung Han	Group CEO	Member	8
U Andrew Khant	Group CFO	Member	8
Management from Holding	Group Directors	Member	8
Management from BUs	CEO, MD, ED, Directors	Members	8
Finance Heads from BUs	FC, CA	Members	8

Finance Committee

The committee shall consist of no fewer than three members. The Board shall appoint the Chair and other members of the Committee annually in the recommendation of Nominating Committee and as vacancies or newly created positions occur.

The Chair person shall be responsible for leadership of the committee, including overseeing the agenda and presiding over the meetings. The Committee shall meet monthly and hold such meetings from time to time as may be called by its Chairperson or requested by the Group Chief Executive Officer or a majority of the members of the Committee. The Committee meetings shall be held in person or via videoconferencing if necessary.

Name	Role	Type	No. of meetings attended
U Andrew Khant	Group CFO	Chairperson	9
Daw Tinzar Min Shein	Group CA	Member	9
Finance Heads from Holding	FC, CA, Finance Manager	Members	9
Finance Heads from BUs	FC, CA, Finance Manager	Members	9

Legal, Risk and Compliance Committee

The Committee shall consist of at least three members of the Board. The members of the Committee shall be appointed by the Board based upon nominations by the Nomination Committee. The Committee’s role is to provide advice and assistance to the Board in relation to the governance framework of the Company, including in relation to its risk management and internal control systems, compliance policies and legal functions.

The committee is advised by Group Advisors to review the effectiveness of Max Group’s risk management framework policies and initiatives to identify the company’s material risks and the appropriateness of the risk management processes in place to address them. Besides, the committee also monitor the effectiveness of Max Group’s policies and practices that relate to compliance with laws, regulations and accounting standards. Quarterly and Annual risk assessments are carried out and actions will be taken if necessary.

Name	Role	Type	No. of meetings attended
U Ohn Kyaw	Chairman	Chairperson	1
Dr Thaung Han	Group CEO	Member	1
U Andrew Khant	Group CFO	Member	1
Management from Holding	Group Directors	Members	1
Management from BUs	CEO, MD, ED	Members	1

Audit Committee

The Committee shall be chaired by an independent director, who is not at the same time the Chairman of the Board of any other Board Committee. The Committee’s members shall have adequate and competent understanding of finance, accounting and auditing processes, in addition to through knowledge of the Company’s business and industry in which it operates.

The Committee typically reviews financial statements quarterly and annually in public companies. In addition, members will often discuss complex accounting estimates and judgments made by management and the implementation of new accounting principles or regulations. Audit committees interact regularly with senior financial management such as the CFO and Controller and are in a position to comment on the capabilities of these managers.

Name	Role	Type	No. of meetings attended
Dr Tin Latt	Independent Director	Chairperson	2
Daw Win Win Naing	Chief Auditor	Member	2
Daw Su	Audit Officer	Member	2
U John Ko Min	Auditor	Members	2

Nominating Committee

The Committee Chair will be appointed by the Board and the committee will comprise at least one directors who are ‘independent or non-executive director’ as such terms that each member shall be free of any relationship that would interfere with his or her individual exercise of independent judgment in carrying out the responsibilities of a member of this Committee. Each member of the Committee, as well as the chairperson of the Committee, shall be appointed and may be removed, by a majority of the directors then serving on the Board.

The Committee is responsible for considering matters relating to the composition of the board, including the appointment of new directors, making recommendations to the Chairman as appropriate. The committee reviews succession plans for the chairperson, MD and other key board positions. This review might also review corporate governance arrangements and oversee the annual performance evaluation of the board, its committee and the individual directors.

Name	Role	Type	No. of meetings attended
U Min Sein	Independent Director	Chairperson	1
Dr Thaung Han	Group CEO	Member	1
U Nyan Toe	Group HR Director	Member	1

Remuneration Committee

The Committee shall have two to three Board members nominated annually by the Board. The Chairman of the Committee will be independent director and will be free from any business or other relationship. The Committee may call upon the Chairman of the other board committees, any of the executive directors, officers or company secretary to provide it with information, subject to following a board approved process. The committee shall review and make recommendations to the Board in relation to Max Myanmar Group Remuneration Policy and to assess the Group Remuneration Policy’s effectiveness and its compliance with international standards.

The Committee is to consider matters relating to executive reward, including policy for executive directors and top and senior managers’ remuneration and their annual individual remuneration awards. The committee may also review strategic HR issues including employee retention, motivation and commitment and succession planning for top and senior manager position.

Name	Role	Type	No. of meetings attended
U Khin Mg Tint	Non-executive Director	Chairperson	1
U Kyaw Kyaw	Independent Director	Member	1
U Nyan Toe	Group HR Director	Member	1