Board Committees

Our Board has established five committees.

• Nomination Committee (NC)
• Remuneration Committee (RC)
• Governance & Compliance Committee (GCC)
• Audit & Risk Committee (ARC)
• Management & Business Development Committee (MBDC)

The composition, roles and attendance of each Director during 1st April 2023 to 31st March 2024 is disclosed below.

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 3 members.

The purpose of the Nomination Committee is to consist 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;

1. Review the size, structure and composition of the Board, including the skills, knowledge, experience and diversity of Board Members and make recommendations accordingly;
2. Identify and nominate candidates for appointment to the Board, based on merit and against objective criteria;
3. Make recommendations to the membership of the Audit & Risk, Governance & Compliance, Remuneration, and Nomination Committees in consultation with the chairmen of those committees; and
4. Develop and periodically review, any objectives established for implementing diversity on the Board and minority progress toward achieving those objectives.

• In the financial year 2023-2024, Nomination Committee was conducted (1) time.

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 Director and of Key Management personnel.

The Remuneration Committee consists of the Chairman (an Independent Director of the Board) and a minimum of 3 other members. The Remuneration Committee currently consists of 4 members including the committee chairman.

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.

During the 2023-2024 financial year, the Remuneration Committee held the meeting for (1) time.

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

Governance & Compliance Committee

The Governance and Compliance Committee consists of 4 members and Independent Director of the Board is acting as the Chairman with a minimum of 3 other members of the Committee.

Being a Public Company and listed company at YSX, the Company has been maintaining and promoting public trust and confidence towards the company’s current and future business development.

It is with the primary duties and responsibilities of all of the officers and employees to perform their functions in accordance with all applicable laws, rule and regulations of the regulating and supervising authorities, as well as with those of the company.

The Committee always supervises and monitors whether the officers and employees adhere to laws , rules and regulations of the regulations, together with the guidance from terms of reference of compliance matters issued by the Committee, and reports to the Board of Directors.

During the 2023-2024 financial year, the Governance and Compliance Committee held the meeting for (2)times.

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

Audit & Risk Committee

The Audit & Risk Committee consist of the Chairman (an Independent Director of the Board) and a minimum of 2 other members. The ARC currently consists of 3 members. At least member has to have recent and relevant financial expertise; the other 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 ARC 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 ARC 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.

During the financial year 2023-2024, Audit & Risk Committee held (3) meetings.

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

Management & Business Development Committee

The Management & Business Development Committee (MBDC) currently consist of 4 members and U Thurane Aung (Executive Director) has been acting as the Chairman with a minimum of 3 other members in this Committee.

This Committee has senior management oversight of the planning and strategy, financial and business, and infrastructure operations of the Company.

Furthermore, the committee shall seek and evaluate for new business development opportunities and propose Board of Directors for investment decision for long term growth of the Company.

In this committee, the members contribute with the best of their local & international knowledge and experiences to guide and direct the activities of MTSH as well as ensuring the effective management and new business activities and project.

During the 2023-2024 financial year, as the Management & Business Development Committee, the committee meeting was held (1) time in cooperation with the Audit and Risk Committee.

Management and Business Development Committee TOR can be available here.

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