Board Committees

Our Board has established three committees. They are all chaired by an Independent Director and they consist of 5 members:

  • the Audit Committee (AC) met 3 times last year.
  • the Nomination Committee (NC) met 2 times last year.
  • the Remuneration Committee (RC) had 1 meeting.

The composition, roles and attendance of each Director is disclosed below.

Audit Committee

The Audit Committee consists of the Chairman (an Independent Director of the Board) and a minimum of 2 other members. The Audit Committee currently consists of 5 members. At least one member has to have recent and relevant financial expertise, the others must be familiar with the issues of accounting and audit. In discharging its responsibilities, it has unrestricted access to the Company’s management, books and records. The Audit Committee supports the Board of Directors in its supervision of financial controls through a direct link to Win Thin & Associates (external auditors) and the internal audit department.

The Audit Committee regularly reports to the Board on its findings and proposes appropriate actions. The responsibility for approving the Annual and Semi-Annual Financial Statements remains with the Board of Directors

Audit committee
Role Type Role Number of meetings attended % of attendance
Chairman Non-Executive M 3 100%
Director Non-Executive M 2 67%
Director Non-Executive M 2 67%
Director Independent C 3 100%
Managing Director Executive M 2 67%

Caption*:
C: chairman of the BOD committee
M: member of the BOD committee

Nomination Committee

The Nomination Committee consists of the Chairman (an Independent Director of the Board) and a minimum of 2 other members. The Nomination Committee currently consists of 5 members.

The purpose of the Nomination Committee is to assist the Board in ensuring that it maintains the appropriate balance of skills, knowledge and diversity to support the Company’s strategic objectives, and that a clear and transparent appointment process for directors is in place. The principal responsibilities of the Committee are to:

  • Review the size, structure and composition of the Board, including the skills, knowledge, experience and diversity of Board members, and make recommendations accordingly;
  • Identify and nominate candidates for appointment to the Board, based on merit and against objective criteria;
  • Make recommendations to the membership of the Audit, Remuneration and Nomination Committees in consultation with the chairmen of those committees; and
  • Develop and periodically review, any objectives established for the implementation of diversity on the Board and monitor progress toward the achievements of those objectives.
Nomination committee
Name Role Type Role Number of meetings attended % of attendance
Win Aung Chairman Non-Executive
M
2
100%
Theim Wai @ Serge Pun Vice Chairman Non-Executive
M
0
0%
Prof. Dr. Aung Tun Thet Director Independent
C
2
100%
Thein Han Director Non-Executive
M
2
100%
Tin Htut Oo Director Independent
M
2
100%

Caption*:
C: chairman of the BOD committee
M: member of the BOD committee

Remuneration Committee

The Remuneration Committee supports the Board of Directors in establishing and periodically reviewing MTSH’s compensation strategy, guidelines and performance criteria as well as preparing the proposals to the General Meeting regarding the compensation of the members of the Board of Directors and of Key Management personnel.

The Remuneration Committee consists of the Chairman (an Independent Director of the Board) and a minimum of 2 other members. The Remuneration Committee currently consists of 5 members.

The success of MTSH is dependent on its ability to attract, retain and incentivize the right talented employees. MTSH employee remuneration comprises of fixed and variable components, with the variable components directly correlated with Key Performance Indicators aligned with the Company’s Business Plan.

Remuneration committee
Name Role Type Role Number of meetings attended % of attendance
Khin Maung Aye Vice Chairman Non-Executive
M
1
100%
Prof. Dr. Aung Tun Thet Director Independent
M
0
0%
Tun Lwin Director Non-Executive
M
1
100%
Tin Htut Oo Director Independent
C
1
100%
Nyan Thit Hlaing Director Non-Executive
M
1
100%

Caption*:
C: chairman of the BOD committee
M: member of the BOD committee