Governance Framework

Role and Responsibility of the Board of Directors

The Board of Directors (the “Board”) provides strategic oversight and direction to the Bank, ensuring sound governance practices and effective risk management. The Board is responsible for formulating policies, approving strategic plans, monitoring the Bank’s performance, and ensuring compliance with all applicable laws and regulations.

Chairman

The Chairman leads the Board in setting the strategic vision of the Bank and presides over Board meetings. The Chairman ensures that Board proceedings are conducted efficiently and that all directors are provided with timely and relevant information to make informed decisions. The Chairman also fosters a culture of open communication and collaborative decision-making.

Non-Executive Directors

The Independent Director ensures objectivity and neutrality in the Board’s deliberations. As per regulatory requirements, the Independent Director is free from any business or other relationship that could materially interfere with their ability to act in the best interests of the Bank. They contribute to balanced decision-making, oversee corporate governance matters, and serve as a member of key Board committees.

Chief Executive Officer (CEO)

The CEO is responsible for the day-to-day management and operations of the Bank, in accordance with the policies and strategies approved by the Board. The CEO reports directly to the Board and ensures that the Bank operates effectively, meets financial targets, and complies with regulatory and risk management requirements.

Types of Decisions Requiring Board Approval

The Board is responsible for approving matters that are material to the Bank’s operations and governance. Key decisions requiring Board approval include:

Annual business plan and budget
Strategic direction and corporate policies
Appointment and removal of the CEO and other key executives
Major investments, mergers, acquisitions, and divestitures
Capital raising, dividend declarations, and changes in capital structure
Financial statements and reports
Risk management policies and frameworks
Compliance and regulatory submissions
-Related party transactions

Orientation Programs for New Directors

Myanmar Citizens Bank conducts comprehensive orientation and induction programs for newly appointed directors. These programs are designed to familiarize new members with the Bank’s operations, governance framework, regulatory environment, and strategic priorities. The orientation includes:

Overview of the Bank’s business model and financials
Briefing on regulatory and compliance obligations
Introduction to senior management and key business units
Review of Board policies, procedures, and committee structures
Ongoing access to relevant training and development programs
Annual Performance Assessment
The Board conducts an annual evaluation of its own performance, as well as the performance of its committees and individual directors. The assessment process includes:
Self-assessments and peer reviews
Evaluation against performance indicators such as attendance, participation, preparedness, and strategic contribution
Review of committee effectiveness and governance practices
Feedback from the Chairman and Independent Director
Recommendations for improvement and training where necessary
The results of the performance assessment are used to enhance the effectiveness of the Board and to ensure that the Bank continues to be governed in line with best practices.