Board of Directors Duties, Powers and Responsibilities
Formation of Board of Directors (BoD)
A Bank has established the Board of Directors (BoD) in accordance with the Central Bank of Myanmar Directive (9/2019) consisting of two Independent Directors.
Board of Directors duties, powers and responsibilities are as follows:
(a) All functions to be performed and all powers to be exercised by the Bank, other than those to be performed by the annual general meeting of members, shall be performed and exercised by the Board of Directors subject to the Financial Institutions Law.
(b) The Board of Directors has ultimate responsibility for the Bank’s business strategy and financial soundness, key personnel decisions, organizational structure, governance framework and practices, risk management and compliance obligations.
(c) In discharging these responsibilities, the Board of Directors must take into account the legitimate interests of depositors, members and other relevant stakeholders. The Board of Directors is responsible for ensuring that the Bank maintains an effective relationship with its regulators.
(d) The Board of Directors may form one or more committees or sub-committees according to need for specific purposes including-
(1) Risk Management Committee;
(2) Credit Committee;
(3) Remuneration Committee;
(4) Audit Committee;
(5) Assets and Liability Management Committee.
(e) The Board of Directors shall establish the Bank’s organizational structure.
(f) The responsibilities of the Board of Directors shall include:
(1) keeping up with material changes in the Bank’s business and external environment as well as act necessary changes in a timely manner to protect the long-term interests of the bank;
(2) overseeing the development and approval of the Bank’s business objectives and strategies and monitor their implementation;
(3) playing a lead role in establishing the Bank’s corporate culture and values;
(4) overseeing implementation of the Bank’s governance framework and periodically review that it remains appropriate in the light of material changes to the Bank’s size, complexity, geographical footprint, business strategy, markets and regulatory requirements;
(5) establishing, along with Bank’s officers, the Bank’s risk appetite, taking into account the competitive and regulatory landscape in the banking industry and the Bank’s long-term interests, risk exposure and ability to manage risk effectively;
(6) overseeing the Bank’s adherence to its risk policy and risk limits;
(7) approving the policy and oversee the implementation of key policies and rules pertaining to the Bank’s capital adequacy assessment process, capital and liquidity plans, compliance policies and obligations, and the internal control system;
(8) periodically reviewing key policies and rules to ensure their continued applicability and change or update where necessary;
(9) requiring the Bank to maintain a robust finance function responsible for accounting and financial data;
(10) approving the annual financial statements and require an annual independent audit;
(11) approving the selection and performance of the CEO and other Officers;
(12) overseeing the Bank’s policies on salaries and benefits, including monitoring and reviewing executive compensation and assessing whether it is aligned with the Bank’s risk culture and risk appetite;
(13) overseeing the integrity, independence and effectiveness of the Bank’s policies and procedures for reporting fraud and other illegal activities;
(14) overseeing the development of, and approve the Bank’s policy on transactions with related parties; and
(15) overseeing the compliance of the Bank with the Financial Institutions Law, regulations and directives issued there under.
Board of Directors Meeting
Meetings of the Board of Directors shall be carried out as follows:
(a) Meetings of the Board of Directors must be held at least 12 times a year, provided that the interval between two meetings shall not exceed two months.
(b) The Chairperson may also call for a special meeting at any time when at least two thirds of the Directors request a meeting in writing.
(c) Meetings of the Board of Directors shall be presided over by the chairperson.
(d) In the absence of the chairperson, the meeting shall be presided over by a Director selected by the majority of the Directors present at the meeting.
(e) Half of the members of the Board of Directors including at least one independent non-executive director shall constitute the quorum.
(f) The decision of a majority in the meeting of the Board of Directors shall be binding and in the event of a tie, the Chairman shall have the deciding vote.
(g) Minutes of the meeting including the names of Directors present in the meeting and the decisions taken shall be recorded, and such minutes shall be signed by all Directors present in the meeting.
(h) Minutes of the meeting shall include the names of any person attending the meeting who is not a member of the Board of Directors.
(i) A Director must attend all meetings of the Board of Directors if there is no reasonable cause.
(j) The position of a Director, who misses more than 3 consecutive meetings without reasonable cause and prior notice, shall be considered vacant.
(k) The minutes of the meeting must record any opinion opposed to all differing from the decision taken at the meeting.
The Director may meet:
(a) in person;
(b) by telephone;
(c) by audiovisual linkup; or
(d) by any other instantaneous communications medium,
Director to be regarded as present at Board of Directors meeting
A director is regarded as present at a meeting of the Board of Directors where the meeting is conducted by telephone, audiovisual linkup or other instantaneous communications medium if the director is able to hear, and to be heard by, all others attending the meeting.
Place of Board of Directors meeting
A meeting of the Board of Directors conducted by telephone, audiovisual linkup or other instantaneous communications medium will be deemed to be held at the place agreed on by the Board of Directors attending the meeting. Meetings may be held outside the Republic of the Union of Myanmar.
Voting in Directors meeting
The directors may meet together for the dispatch of business, adjourn and otherwise regulate their meetings as they think fit. Questions arising at any meeting shall be decided by a majority of votes by adopting “One Director One Vote System”. If the votes cast are equal, the Chairman shall have a second or casting vote.
Notice of Board of Directors meeting
Notice of every meeting of Board of Directors must be given to each Director, but failure to give or receive that notice will not invalidate any meeting.
Quorum for Board of Directors meeting
No business may be transacted at any meeting of the Board of Directors unless a quorum is present at the start of the meeting. Half of the members of the Board of Directors including at least one independent non-executive director shall constitute the quorum.
If a quorum is present at the beginning of a meeting of the Board of Directors, it is deemed to be present throughout the meeting even if a director absents themselves, or abstains from voting, for any reason. Myanmar Companies Law.
Chair of Board of Directors
The Directors must elect a chair of their meetings and determines the periods for which the chair is to hold office. Meetings of the Board of Directors shall be presided over by the chairperson. In the absence of the chairperson, the meeting shall be presided over by a Director selected by majority of the Directors present at the meeting.
Matters to be decided by majority
Questions arising at or proposed resolutions submitted to any meeting of the Board of Directors will be decided by simple majority of votes of the Board of Directors present and voting. If the votes cast are equal, the chair will have a casting vote in addition to any vote to which the chair may be entitled as a director.
Resolution in writing
After approval of the resolution, a secretary or a person who is appointed by the Board of Directors must pass a resolution by recording it and signing the record.
The Board of Directors may pass a resolution without a meeting of the Board of Directors being held if all of the Board of Directors entitled to vote on the resolution sign a document containing a statement that they are in favor of the resolution set out in the document. Identical copies of the document and accompanying information may be distributed for signing by all members of the Board of Directors. The resolution is passed when the last participating director signs the document.
(From A bank’s Constitution, Chapter (18))