Corporate Governance Structure

Corporate Governance Structure

Corporate Governance

Proven Group of companies (PG) is a leading group in Myanmar energy sector. All the information about Proven Group owners and directors can be found on the MyCO portal.

Corporate Governance Manual

Proven Group of companies has been evolving into a responsible group of companies with highest standard of governance in Myanmar. In this principle, our Corporate Governance Manual sets out the complete portrait of our Governance.

Corporate Structure and Ownership Structure

Board Structure

Responsibility of Chairman

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 BOD

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 BOD

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.

Audit and Risk Management Committee 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 2023-2024 Annual Report as well as the attendance of all Committee Members and the decisions of the Committee.)

Name	Position	Responsibility
Mr. Kyein Myint (co Mr. Htay Yu)	Non–Executive Director	Chairman
Mr. Myint Zaw	Non–Executive Director	Member
Mr. Sai Hla Win	Non–Executive Director	Member
Mr. Kyaw Nyunt	Advisor	Member
Mr. Aung Nyunt	Advisor	Member

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. Nomination and Remuneration Committee The Nomination and Remuneration Committee is composed of 4 Non-Executive Directors and 1 Advisor in the 2023-2024 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.

Name	Position	Responsibility
Mr. Nyan Thit Hlaing	Non–Executive Director	Chairman
Mr. Myint Naing	Non–Executive Director	Member
Mr. Kyin Gwan	Non–Executive Director	Member
Mr. Myo Lwin	Non–Executive Director	Chairman
Mr. Kyaw Nyunt	Advisor	Member

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.) Business Development Committee The Business Development Committee was organized in the 2023-2024 Annual Report with a total of 7 members including 4  Non-Executive Directors, 2  Executive Directors, and 1 Advisor.

Name	Position	Responsibility
Mr. Aung Aung	Non–Executive Director	Chairman
Mr. Than Htaik Lwin	Executive Director	Member
Mr. Zaw Myo Myint	Non–Executive Director	Member
Mr. Myint Zaw	Non–Executive Director	Member
Mr. Nyan Thit Hlaing	Non–Executive Director	Member
Mr. Myo Thit Aung	Executive Director	Member
Mr. Aung Nyunt	Advisor	Member

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.