About > Corporate Governance

Corporate Governance

Board of directors' structure
Board of Directors
Mr Thaung Tin
(Chairman)
Mrs Tyn Tyn Aye
(President)
Mr Bo Bo Lwin
(Senior Director)
Ms Thin Thin Soe
(Senior Director)
Mr Myo Thein
(Senior Director)

Board of directors’ responsibilities

The roles of the board of directors include:

  1. Establish vision, mission and values
  2. Policy making
  3. Set strategy and structure
  4. Decision making
  5. Delegate to management

1) Establish vision, mission and values

  • Determining the company’s vision and mission to guide and set the pace for its current operations and future development
  • Determining the values to be promoted throughout the company
  • Determining and reviewing company goals
  • Determining company policies

2) Policy making

  • Making Policies that define, focus and differentiate responsibilities among the board, the management, and the staff
  • Reviewing and approving well-written policies that lead to more efficient board functioning
  • Developing a policy that covers the issue and leaving implementation of the policy to management

3) Set strategy and structure

  • Review and evaluate present & future opportunities, threats and risks in the external environment, current and future strengths, weaknesses and risks relating to the company
  • Determine strategic options, select the most appropriate ones, and decide the means to implement and support them
  • Determine the business strategies & plans that underpin the corporate strategy
    Ensure that the company’s organizational structure & capability are appropriate for implementing the chosen strategies

4) Decision making

  • Decision making involves making choices about the organization’s vision, mission, and strategies
  • Boards make decisions about issues that are strategic and significant
  • As decision makers, boards can also delegate non-governance types of decisions to others

5) Delegate to management

  • Delegate authority to management, and monitor & evaluate the implementation of policies, strategies and business plans
  • Determine monitoring criteria to be used by the board
  • Ensure that internal controls are effective
  • Communicate with senior management

The responsibilities of BOD include:

  • Approve the corporate strategy
  • Experiment business model and identify key performance measures
  • Identify risk areas and oversee risk management
  • Plan for and select new management executives
  • Design executive compensation packages
  • Ensure the integrity of financial statements
  • Approve major asset purchases
  • Protect company assets and reputation
  • Represent the interest of shareholders
  • Ensure the company complies with laws and codes
  • Free from conflicts that compromise judgment
  • Able to take positions in opposition to management
  • Represent companies view and account to the public
  • Leading the company properly
  • Establish appropriate internal control
  • Decide formal schedule of matters of the meeting
  • Determine the company`s mission and purpose

Types of decisions requiring board of directors’ approval

  • Cases that critically impact the organization’s vision, missions, and strategies
  • Plans that are strategic and significant
  • Cases, issues, problems, solutions that are strategic and significant
  • Financial matters that are strategic and significant

The role and responsibilities of the chairman

The role and responsibilities of a Chairperson can be summarized under five areas:

  1. To provide leadership.
  2. To ensure the Management Committee functions properly.
  3. To ensure the organization is managed effectively.
  4. To provide support and supervision to the chief officer and senior team.
  5. To represent the organization as its figurehead.
Committee

Audit committee

  • U Bo Bo Lwin (Senior Director)
  • Daw Thet Thet Mar(Manager)
  • Daw Thae Su Phyo(Jr. Auditor)
  • Daw Thiri Swe (Assistant Manager)
  • Daw Khin Sandar Myint (Sr.HR Associate II)
  • Daw Khaing Zin (Sr.HR Associate II)
  • Daw Win Myat Sandi ( Sr. HR Associate I)

Nominating committee

  • U Bo Bo Lwin (Senior Director)
  • Daw Thin Thin Soe (Senior Director)
  • Daw Chaw Chaw Myint (Director)
  • Daw Sandar Myint (General Manager)
  • U Ye Mya (General Manager)
  • Daw Myat Mon (Senior Manager)
  • Daw Phyu Phyu Mar (Senior Manager)

Remuneration Committee

  • U Bo Bo Lwin (Senior Director)
  • Daw Thin Thin Soe (Senior Director)
  • Daw Chaw Chaw Myint (Director)
  • Daw Sandar Myint (General Manager)
  • U Ye Mya (General Manager)
  • Daw Myat Mon (Senior Manager)
  • Daw Phyu Phyu Mar (Senior Manager)

Compensation Committee

  • U Bo Bo Lwin (Senior Director)
  • Daw Thin Thin Soe (Senior Director)
  • Daw Chaw Chaw Myint (Director)
  • Daw Sandar Myint (General Manager)
  • U Ye Mya (General Manager)
  • Daw Myat Mon (Senior Manager)
  • Daw Phyu Phyu Mar (Senior Manager)
Performance review & board appointments

10 criteria for selecting board members

  1. Innovators/creative problem solvers
  2. Strategic thinkers
  3. Leadership development
  4. Challengers
  5. Diversity Backgrounds
  6. Industry experience
  7. Sales experience
  8. Marketing experience
  9. Finance experience
  10. Capital-raising experience

Board evaluations / assessment
Board evaluations will be planned and they are continuous and ongoing process. Board evaluation will include the assessment of both the evaluation committee and individual board members. Evaluations include compliance and risk management competencies, competencies and experience in business related and organization related areas: strategy, innovation, globalization, growth, etc.

Practice I: When Should a Board be Evaluated?
common practice: an annual basis.

Practice II: What Should be Evaluated?
1. Quality of the monitoring and risk management role.
2. Quality of the strategic and other business related advice.
3. Board dynamics and board members’ pro active participation.
4. Diversity of the board.

Practice III: Who Should Conduct the Evaluation?
All board members to be involved and engaged.
Company Founders / Chair, Senior Directors, Heads of HR, Board committee, Nominating committee made responsible for the process.

Practice IV: How Should Board Evaluation Be Disclosed?
Separate report (and/or) Annual report

ISO 9001 Quality Management System Review:
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KMD became the ISO 9001:2008 Quality Management System Certified Center since 2011, and every year of ISO Audit, KMD Visions, Missions, Strengths had been reviewed and updated. In 2017, KMD had been certified with the latest version ISO 9001:2015 Quality Management System, and KMD Visions, Missions, Strengths had already been reviewed and updated.