Corporate Governance

 

The Company has established a corporate governance framework grounded in international best practices which it believes to be appropriate given its size and Investment Policy. As a BVI incorporated company, the UK Corporate Governance Code does not formally apply to the Company. Nonetheless, the Directors recognise that it is in the best interests of the Company and its Shareholders to apply its principles as far as practicable. The Directors also seek to comply with the recommendations on corporate governance made by the Quoted Companies Alliance in its ‘Corporate Governance Code for Small and Mid-Size Quoted Companies 2013’ guide as is reasonable, given the Company’s size and stage of development.

 

 

Board Responsibilities, Composition and Committees

 

The Board of Myanmar Investments comprises a well balanced mix of professionals whose individual skill sets and extensive experiences complement each other to ensure that the Board has the requisite resources to enable the Company to achieve its strategic goals.

The Board is responsible for setting Company strategy and then ensuring that the Company has the requisite wherewithal to achieve that strategy. In this context the Board is also responsible for managing the risks inherent in the strategy and implementation. The Board seeks to maintain an open dialogue with the Company’s Shareholders through the Regulatory News Service (RNS) system of the London Stock Exchange.

 

Out of a total of five directors, the board of directors (the “Board”) comprises two executive directors and three non-executive directors. There is a clear separation of the roles of Managing Director and Chairman. The Board meets regularly and is provided with timely updates and information from the two Executive Directors. As and when there are urgent commercial or other corporate matters, Board meetings are convened to seek guidance from the Board or to elicit a decision. All directors are expected to act in good faith and in the interests of the Company.

 

The Chairman oversees the Agenda for all Board Meetings liaising closely with the executive and non-executive directors. The same applies for the meetings of the various committees outlined below and their respective chairmen. The Chairman is specifically responsible for the Chairman's Report, the governance statements in the Annual Report and answerable to the Shareholders on behalf of the board for it. The Chairman is ultimately responsible to Shareholders for the ethos, and oversight of good practice, of the executive management.

 

The Board is supported by the Investment Committee, the Audit Committee, the Remuneration Committee and the Nomination and Corporate Governance Committee (NCGC). These committees have been established with clear Terms of Reference and regularly review matters within their purview.

 

The Directors have access to the Company’s Nominated Advisor (“Nomad”), Broker, legal advisers, auditor, Company Secretary and, should it prove necessary in the furtherance of their duties, to independent professional advice at the expense of the Group.

 

Unless there is an unexpected event, Board and Committee meetings are scheduled well in advance at a time and place that will enable the Directors to participate. All members of the Board are expected to attend each Board meeting and to arrange their schedules accordingly, although non-attendance is unavoidable in certain circumstances.

 

An agenda and supporting papers are circulated to the Board and the relevant Committees well in advance of the meeting. Directors may request any agenda items be added that they consider appropriate for Board discussion. Additionally, each Director is required to inform the Board of any potential or actual conflicts of interest prior to Board discussion.

 

Where appropriate, administrative matters requiring the Board’s approval are dealt with by way of circulating resolutions in writing. Directors’ and Officers’ liability insurance cover is maintained by the Company on behalf of the Directors.

 

 

Investment Committee

 

The Investment Committee comprises Aung Htun, Michael Dean and Craig Martin and is chaired by Aung Htun. The Investment Committee has responsibility for, amongst other things, establishing the Investment Policy, guiding Management in the execution of this policy, monitoring the deal flow and investments in progress, supervising Management’s management of Investments, and planning the realisation of Investments. It provides recommendations to the Board regarding making investments and is responsible for computing the Company’s net asset value for the Board’s consideration.

 

 

Audit Committee

 

The Audit Committee comprises Craig Martin and William Knight and is chaired by Craig Martin. The audit committee has responsibility for, amongst other things, the planning and review of the Company’s annual report and accounts and half-yearly reports and the involvement of the Company’s auditors in that process. The Audit Committee also has oversight of the Company’s cashflow projections. The committee focuses in particular on compliance with legal requirements, accounting standards and on ensuring that an effective system of internal financial control is maintained over the Group’s underlying assets and liabilities as well as the books and records. The ultimate responsibility for reviewing and approval of the annual report and accounts and the half-yearly reports remains with the Board.

 

The Audit Committee also advises the Board on the appointment of the external Auditors, reviews their fees and the audit plan. It approves the external Auditors’ terms of engagement, their remuneration and any non-audit work.

 

The Audit Committee also meets the Group’s Auditors and reviews reports from the Auditors relating to accounts and internal control systems. The Audit Committee meets with the Auditors as and when the Audit Committee requires and, in conformity with good practice, meets the Auditors without the presence of the executive directors.

Auditor objectivity and independence is safeguarded through limiting non-audit services to tax work.

 

 

Remuneration Committee

 

The Remuneration Committee comprises William Knight, Craig Martin and Christopher Appleton and is chaired by William Knight. The Remuneration Committee is responsible for establishing a formal and transparent procedure for developing policy on executive remuneration and to set the remuneration packages of individual Directors. This includes agreeing with the Board the framework for remuneration of the Managing Director and the Finance Director and such other members of the executive management of the Company as it is designated to consider. This includes the administration of the Employee Share Option Plan. It is also responsible for determining the total individual remuneration packages of each Director including, where appropriate, bonuses, incentive payments and allocation of Share Options. No Director plays a part in any decision about his own remuneration.

 

 

Nomination Committee

 

The Nomination and Corporate Governance Committee (“NCGC”) comprises Christopher Appleton, William Knight, Craig Martin and Aung Htun and is chaired by Christopher Appleton. The NCGC is responsible for assessing the performance of the Board and the various committees and also considering new or replacement appointments to the Board or senior management. This committee is also responsible for ensuring the Company’s compliance with the AIM Rules for Companies as well as other relevant corporate governance standards.

 

The NCGC formally assesses the effectiveness of the Board, the balance of skills represented and the composition and performance of its various committees. The NCGC has confirmed that the Board has an appropriate balance of skills and experience in relation to the activities of the Group.

 

When considering the appointment and reappointment of Directors, the NCGC and the Board consider whether the Board and its committees have the appropriate balance of skills, experience, independence, knowledge and diversity to enable them to discharge their respective duties and responsibilities effectively.

 

The NCGC also established guidelines to determine the independence of each of the Directors and has affirmed that presently all the Directors have been found to be independent.

 

The Board consists of five Directors. The Board does not believe that it is currently in the best interests of the Group to seek to appoint a new Director, in addition to the current Directors, to broaden the diversity of the Board.

 

Shareholders vote on the re-appointment of at least one Director at each Annual General Meeting, with every Director’s appointment being voted on by Shareholders every three years.

 

The NCGC ensures that all new employees receive appropriate training and the employment handbook which includes adequate explanation on such topics as share dealing, anti-bribery legislation, anti-money laundering and whistle blowing.

 

The NCGC has direct access to the Company’s Nomad and, in conformity with good practice, non-executive members of the committee periodically meet with the Nomad without the presence of the executive directors.

 

 

Share Dealing

 

The Company has adopted a share dealing code for the Directors which is appropriate for a company whose Ordinary Shares and Warrants are admitted to trading on AIM and which is consistent with the obligations set out in Rule 21 of the AIM Rules for Companies relating to directors’ dealings in Ordinary Shares and Warrants. The Company takes all reasonable steps to ensure compliance by the Directors and the Group’s applicable employees as well.

 

 

The Takeover Code

 

As the Company was incorporated in the BVI, it is not treated by the Panel on Takeovers and Mergers as resident in the UK, the Channel Islands or the Isle of Man and therefore it is not subject to the Takeover Code. However, the Company has incorporated certain provisions in its Articles of Association which are broadly similar to those of Rules 4, 5, 6 and 9 of the Takeover Code. It should however be noted that, as the Takeover Panel will have no role in the interpretation of these provisions, Shareholders will not necessarily be afforded the same level of protection as is available to a company subject to the Takeover Code which now has the effect of law for those companies within its jurisdiction. Additionally, the Directors have the right to waive the application of these provisions. 

 

 

Related Party Transactions

 

The non-executive directors monitor any related party transactions.

 

 

Transparency to Shareholders

 

The Company seeks to be open and transparent to its shareholders. The Company will notify shareholders of significant milestones and other information required to be disclosed under the AIM Rules by publishing announcements through RNS; a copy of all announcements may be found on the Company’s website along with financial reports, constitutional documents and other information of interest to shareholders. 

 

 

Internal Controls

 

The Directors acknowledge their responsibility for the Group’s system of internal control and for reviewing its effectiveness. However, the system of internal controls is designed to manage rather than eliminate the risk of failure to achieve business objectives and as such can only provide reasonable, but not absolute, assurance against material misstatement or loss.

 

The Board also considers the process for identifying, evaluating and managing any significant risks faced by the Company.

 

In the last annual report the Audit Committee confirmed that it had reviewed the Group’s risk management and internal control systems and believed that the controls are satisfactory given the size and nature of the Group.

 

 

Financial Risk Profile

 

The Directors have overall responsibility for the establishment and oversight of the Group’s risk management framework. The Group’s risk management policies are established to set out its overall business strategies, tolerance of risk and general risk management philosophy. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group’s activities.

 

 

Disclosure of Information to Auditors

 

In the last annual report all of the Directors confirmed that they have taken all the steps that they ought to have taken to make themselves aware of any information needed by the Company's auditors for the purposes of their audit and to establish that the auditors are aware of that information. The Directors confirmed that they were not aware of any relevant audit information of which the auditors are unaware.

 

 

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