Roles and Responsibilities of the Board of Directors


The board has the responsibility of developing a governance system for the business. In order to gain strength where good corporate governance is concerned and to ensure utmost efficiency of and benefit to our IGE Group, the Board of Directors is responsible for proactive roles and duties as follows:-

  1. Discharge their duties and supervise the operation of the Company to ensure strict compliance with laws, objectives, articles of association, and resolutions of the Annual General Meeting
  2. Dedicate time to and recognize the significance of the visions, missions, directions, and strategies of IGE Group. 
  3. Review and approve key strategies and policies, as well as the financial objectives and operational plans of IGE Group. Encourage innovation and use of technology and innovation in business operations. Supervise and monitor the management, on an annual basis, to encourage compliance with the established operational plans in accordance with the direction and the strategies of the organization to ensure that the management is capable of efficiently delivering results from the established visions, directions, and strategies, as well as being able to quickly adapt to changing circumstances.
  4. Establish a good corporate governance scheme and business code of conduct policy which provides for preferred practices of Directors, Executives and all Employees including Contract Staffs.
  5. Determine the power to approve matters outside the scope of the designated authorities assigned to related and relevant Chief Executive Officers on such matters comprise the approval of budgets, investments, and project operations of IGE Group including its subsidiaries.
  6. Implement a credible accounting system, financial reporting and audit. Provide for a procedure with which the suitability of internal control and audit systems can be efficiently evaluated.
  7. Review possible major risks and establish a comprehensive risk management guideline. Ensure that the Executives have the efficient risk management systems or procedures, seek potential business opportunities arising from such risks and implement sufficient and efficient internal controls.
  8. Manage and resolve potential Conflicts of Interests and Related Transactions by reviewing significant transactions in order to ensure utmost benefit to the shareholders and stakeholders.
  9. Arrange for appropriate channels of communication with each group of shareholders. Supervise disclosure of information Regularly evaluate one’s own performance and discharge of duties, as well as those of the Chief Executive Officers. in order to ensure correctness, coherence, transparency and credibility of the highest standards.
  10. Regularly evaluate one’s own performance and discharge of duties, as well as those of the Chief Executive Officers.
  11. Arrange for an appropriate system or mechanism for the determination of compensation for the Executives of IGE Group which corresponds with their performance in order to create short-term and long-term motivation.
  12. Lead and be the role model of a performing and ethical individual in accordance with IGE Group’s corporate governance policy.
  13. Arrange for the evaluation of compliance with the good corporate governance and business code of conduct policy of IGE Group at least once a year.
  14. Provide a fair and transparent nomination system for individuals to assume Key Executive positions. The positions of top-level Executives, from Executive Vice President to Chief Executive Officer, will be appointed by a majority vote of the Board of Directors.
  15. All Directors are required to attend every Board of Directors meeting and Annual General Meeting. In the event where they are otherwise engaged, Directors must report that to the Chairman of the Board of Directors.
  16. Directors must value the conduct of business which is responsible to the society and environment, and which contributes to the sustainability of Myanmar. This is first done by improving the quality of life of people in communities surrounding our own plants in order that communities and plants may co-exist in the most sustainable manner possible.
  17. Encourage and support the Company to implement any form of the anti-bribery and anti-corruption activities to ensure sustainable and growth development.
  18. All directors (as well as Committee members for related committees) to provide their duties and functions independently and separately.
  19. All directors are allowed the maximum 5 numbers of Board seat in the other organization including Public Listed companies other than IGE Group and its companies.