The Board is elected by and accountable to the shareholders of Yoma Bank. Pursuant to CBM directive no. (9/2019), the appointment of the Directors of the Board shall be staggered to ensure that the duties and functions of the Board are conducted without interruption. Except for decisions explicitly reserved for shareholders, the Board has full authority to carry out all activities necessary to provide effective strategic guidance and sound oversight, key personnel decisions, organizational structure, governance framework and practices, risk management and compliance obligations.
The following are the primary roles and responsibilities of the Board:
- Oversee compliance with legal and regulatory requirements, particularly the Financial Institutions Law and the directives and notifications issued by the Central Bank of Myanmar
- Ensure compliance with all policies approved by the Board
- Set and review the Bank’s value and mission
- Assess the effectiveness of the Board
- Identify and recommend potential Board members for election by shareholders
- Recommend the Board remuneration policy for shareholder approval
- Review, approve and monitor strategy
- Monitor the overall performance of the Bank’s progress towards its strategic objectives
- Decide on critical business matters
| Risk & controls|
- Approve and oversee the risk management framework and associated policies and procedures
- Establish and foster a sound control environment
- Set the risk appetite for the Bank
- Advise the shareholders to appoint, re-appoint or remove the External Auditors
- Ensure the integrity of financial statements
- Consider stakeholders’ expectation to secure the sustainability of the Bank’s business model
- Ensure the Bank conducts its business in a socially and responsible manner
- Review and approve the human resource policies and framework
- Develop succession plans
- Set the remuneration and incentive schemes for the Management team
Board Performance Evaluation
The Board conduct its yearly self-evaluation to identify ways to strengthen its overall effectiveness. This evaluation process is facilitated by People, Remuneration and Nomination Committee. The Observers of the Board and Leadership Team are invited to participate in the evaluation process. The evaluation is completed on a confidential basis, and it was segmented into following five key areas:
- Authorities and General Information, which assesses the Board's authorities, roles and consideration in protecting the Bank's interest and the shareholders' value as well as the Board's effectiveness in guiding and setting the strategy of the Bank and managing the performance of the Chief Executive Officer.
- Board Composition, which looks at the composition of the Board and its sub-committees.
- Structure and Committees, which covers the structure, composition, effectiveness of committees, and the deliberations of committees to non-committee members.
- Duties and Liabilities, which appraises the communication to the Board on duties of loyalty, care and business judgement, learning about the Bank’s business, challenging, and asking critical questions to management, and disclosure of conflict of interest; and
- Working Procedures, which considers the working procedures of the Bank.
Related Party Transactions
It is policy of Yoma Bank that related party transactions are conducted at arm’s length with any consideration paid or received by the Bank in connection with any such transaction being on terms no less favorable than terms available to any unconnected third party under the same or similar circumstances. The Audit Committee oversees and reviews the propriety of related party transactions to avoid any potential or actual conflict of interest. The Bank has formulated guidelines for identification of related parties and the proper conduct and documentation of all related party transactions. The objectives are to set out (a) the materiality thresholds for related party transactions and (b) ensure proper approval, disclosure, and reporting of such transactions as applicable under the law/ regulations, between the Bank and any of its related parties in the best interest of the Bank and its Stakeholders.
The Board adopt a succession plan that outlines the succession of key management positions. CEO provides support to the Board in this process and be part of the committee that plans for succession. The succession plan goes beyond simply naming potential leaders, but also identifies plans to professionally develop the Bank’s leadership pipeline. It should also lead the Board to define strategies for recruiting and retaining qualified management staff to support the growth of the Bank. The Board update the plan on a regular basis. Beyond long-term succession planning, the Board also ensure there are short-term continuity plans in place in the case of an unexpected executive absence. For key executive positions, the Board identify backups that can quickly take over a function should it be unexpectedly vacated for whatever reason. This should be part of a wider business continuity plan for the Bank.