The Duties of the Chairman of the Proven Group of Companies

The Chairman is responsible for

(a)   being the leader for the sustainability and continual development of the Group of Companies.

(b)  directing the Board of Directors to ensure that they comply the policies and to reach the goals stated by the Group of Companies.

(c)  leading the Board of Directors and committees about the strategies, tactics, and development programs of the Group of Companies.

(d)  while holding the Board of Directors meeting –

(i)   making the list of the number of attendees, the subject to discuss, time allocation for each director, and taking the role of chairman to get great outcomes from the open and interactive discussions of the members of the Board of Directors

(ii)  ensuring the management prepares the complete and correct data and reports in advance and circulates/ shares them with the members of the Board of Directors in enough time so that they make the right decisions for the interest/ advantage of the Group of Companies.

(iii) taking control of the meeting to ensure the members of Board of Directors have the right to lodge the facts which are positive and strong enough in decision-making.

(iv) submitting the completely correct data to the shareholders and stakeholders on behalf of the Board of Directors.

(e) taking a role to engage/ connect and direct between the Board of Directors and the management.

(f) ensuring the responsibilities of each committee are align with the fundamental principles of the Good Corporate Governance.

(g) giving guidance to organize the dedicated educational or awareness raising programs to enhance the knowledge and performance of the Directors.

(h) getting policies and guidelines to the Board of Directors or each Director in any matters which are related to the Government.

Responsibilities of Board of Directors

The Board of Directors shall be responsible for the guidance of the management group to achieve its mission and targets, to decide the distribution of dividends to shareholders and to advise for the customers’ needs with respect to product quality and after-sale services. Board of Directors is responsible for evaluating the capability and capacity of Executive Directors and suggesting the remuneration level. Board of Directors is also responsible for transparently and comprehensively reporting the shareholders about the current status of the company.

Tasks of Board of Directors

The following tasks shall be implemented and monitored by the Board of Directors.

Guidance on the strategic plan and pre-eminent performance, execution of fulfillment for financial requirements and the building up capacity for human resources of work force.

Adoption of effective measures with stipulated instructions in orders to practice safe-guard. Responsible for risk management measures in the interest of shareholders and the assets of the Company.

Analyzing on the performance including financial statements of the management group so as to have a corrective path of the mission.

Strategically communicating with the Stakeholders in order to acknowledge their suggestions by following up actions for the sake of reputation of the Company.

Creation of the Company values by enforcing the obeisance of operation-standards and code of conduct.

Reporting to the shareholders for progressive performance of the company.

Implementation of sustainability management process including environmental and social affairs.

The Audit and Risk Management Committee is composed of 3 Non-Executive Directors and 2 Advisors as shown in the following table and provides independent advice on the risk of the Company, compliance with the law and directives of the Board of Directors, control, governance framework and other necessary measures including financial statements. Moreover, two consultants are well-experienced accountants (Please see the complete biography of the two Advisors in Chapter (2) of the 2025-2026 Annual Report as well as the attendance of all Committee Members and the decisions of the Committee.)

The Audit and Risk Management Committee reviews the financial statements before submitting them to the Board and tries to identify any possible fraud. If any fraud happens, the Committee has to investigate urgently and collaborate with the management and other Committees to develop the necessary plans and measures to prevent, make aware, and mitigate the potential risks.

The Nomination and Remuneration Committee is composed of 4 Non-Executive Directors and 1 Advisor in the 2025-2026 Annual Report as shown in the following table. The Committee makes recommendations and determinations to the Board on all matters relating to appointing the Directors to create a diverse Board composed of individuals with experience in finance, business, and education.

The Committee also considers and makes recommendations to the Board concerning the company’s remuneration policy for Executive Directors, Directors, and Senior Management, procedures, and staff payroll policy.

The term of the members of the Board of Directors is three years. Therefore, in the Annual General Meeting, the oldest one-third of all members of the Boards have to resign and new directors are elected and appointed in these positions.

For the new directors, the Committee considers and nominates the nominated shareholders from among those who have the appropriate qualifications, education, age, and experience required by the Myanmar Company Law, especially experience in finance, business, and management of the battery business, which is the main business of the company. (Please see in Chapter (2) of the 2023-2024 Annual Report for the attendance of all Nomination and Remuneration Committee Members and the decisions of the Committee.)

The Business Development Committee was organized in the 2025-2026 Annual Report with a total of 7 members including 4  Non-Executive Directors, 2  Executive Directors, and 1 Advisor.

The primary responsibility is to ensure the sustainability and development of the PROVEN GROUP OF COMPANIES’ operations, including the expansion of production and industrial work, the change of technology and procedures, the acquisition and sale of significant fixed assets, and the monitoring of external investments. All members of the business development committee attended all meetings and participated in open discussions.

Overview

Proven Group of Companies Ltd. established its CSR Steering Committee four years ago to provide strategic direction and oversight for the Group’s corporate social responsibility initiatives.

U Than Htaik Lwin, Executive President, served as Chairman of the Committee for two consecutive financial years—FY 2023–2024 and FY 2024–2025. Board Member U Zaw Myo Myint assumed the chairmanship in FY 2025–2026 and continues to lead the Committee in the current FY 2026–2027.

The Committee comprises representatives from across the Group, including one Executive Director from each member company. This structure promotes Group-wide participation and effective coordination in planning and implementing CSR initiatives.

Responsibilities and Activities

The CSR Steering Committee prepares the Group’s annual CSR budget and holds quarterly meetings to review proposed activities, determine budget allocations and approve programmes for implementation during each quarter.

The Committee regularly undertakes social and community development initiatives in connection with occasions such as International Workers’ Day, World Health Day and World Blood Donor Day. The Group also supports schools and hospitals by donating educational materials, medical equipment and other essential supplies. Additional charitable contributions are made periodically in response to identified community needs.

Further information about the Group’s CSR initiatives is available under https://proven.com.mm/sustainability/csr/, and also https://proven.com.mm/announcements/.

Committee Composition

The CSR Steering Committee consists of a maximum of eleven members:

Appointment and Service

The members of the CSR Steering Committee shall be appointed from Proven Group of Companies Ltd. and its member companies, as set out below. The Joint Secretary shall be designated and appointed by the Executive President of Proven Group of Companies Ltd.

1. The Executive Chairperson or a Director of Proven Group of Companies Ltd.
2. The Managing Director or a Director of Proven Technology Industry Co., Ltd.
3. The Managing Director or a Director of Proven Distribution Co., Ltd.
4. The Managing Director or a Director of Proven Polyworld Co., Ltd.
5. The Managing Director or a Director of Yangon Metal Industry Co., Ltd.
6. The Managing Director or a Director of Proven International Co., Ltd.
7. The Managing Director or a Director of Proven Energy Co., Ltd.
8. The Managing Director or a Director of Proven Auto Co., Ltd.
9. A member of the Board of Directors of Proven Group of Companies Ltd.
10. An Advisor of Proven Group of Companies Ltd.
11. A Joint Secretary – Compliance Manager, Corporate Office

Through its structured governance and Group-wide representation, the CSR Steering Committee promotes accountability, collaboration and the effective implementation of meaningful and sustainable CSR initiatives.