Roles and Responsibilities

Our Board of Directors’ legal duties include the:

• Duty to act with care and diligence

• Duty to act in good faith, and in the company’s best interests

• Duty to ensure their position, or the information they gain through their position, is never improperly used

• Duty to comply with the law, and with the company’s constitution

• Duty to avoid reckless trading

• Duty to never incur obligations that the company cannot perform

• Duty to disclose any personal material interests

To comply with these duties, our Board of Directors must ensure that they:

• Act honestly and carefully in dealing with the company, and on its behalf of others

• Give top priority to the interest of the company, as well as its shareholders and creditors – this includes acting in the company’s best interests, even if it may not be in the director’s best personal interests

• Understand their legal obligations under the Myanmar Companies Law and Company Institution, and comply with them when making decisions

• Are kept informed about the company’s financial position and performance – ensuring the company can pay its debts on time, keep proper financial records, and does not take on obligations that it cannot satisfy

• Do not allow or agree for the business to be carried out in a way that is likely to create a substantial risk, or serious loss, to the company’s creditors

• Use any information received through their position properly, and never to the detriment of the company

• Avoid any conflict of interest by disclosing any material personal interest that may influence their vote on a board resolution

Our Board of Directors’ responsibilities include:

• Providing direction for the organisation by establishing (and updating, when necessary) our vision, mission and core values

• Establishing broad policies and setting strategic objectives for the organization

• Governing activities across Zawgyi Premier

• Organisational planning and strategic decision making

• Monitoring and managing the organisation’s business activities and financial resources

Board Committees

Audit Committee

Zawgyi Premier’s Audit Committee is responsible for our organisation’s excellent corporate governance. It does so by implementing high standards of accountability, integrity and transparency of financial risk management – including our controls, financial reporting and disclosures.

Our Audit Committee is driven by Yin Yin Htay, Taw Han Win and Kalyar Moe Moe.

Remuneration Committee

Our Remuneration Committee establishes reward policies in Zawgyi Premier and recommends remuneration considerations to the Board of Directors. These policies are instrumental for retaining key management personnel and employees throughout the organisation.

The Remuneration Committee consists of Yin Yin Htay and Kalyar Moe Moe.