Board of Directors
Board is the highest authority within the structure of the Bank and the Board of Directors has ultimate responsibility for the bank’s business strategy and financial soundness, organizational structure, governance framework and practices, risk management and compliance obligations. The Board is chaired by Founder and Chairman of the Bank and comprising nine members including three Independent Non-Executive Directors with diverse backgrounds and expertise. The Board ensures compliance with the regulatory and legal framework, and the existence of an effective and productive relationship with key stakeholders. For dedication and best governance, the Board has appointed numbers of committees for designated areas.
Roles and Responsibilities of Board of Directors
Keeping up with material changes in the bank’s business and external environment as well as act necessary changes in a timely manner to protect the long-term interests of the bank
Overseeing the development and approval of the bank’s business objectives and strategies and monitor their implementation
Playing a lead role in establishing the bank’s corporate culture and values
Overseeing implementation of the bank’s governance framework and review periodically that it remains appropriate in the light of material changes to the bank’s size, complexity, geographical footprint, business strategy, markets and regulatory requirements
Establishing along with bank’s officers, the bank’s risk appetite, taking into account the competitive and regulatory landscape in the banking industry and the bank’s long-term interests, risk exposure and ability to manage risk effectively
Approving the policy and oversee the implementation of key policies and rules pertaining to the bank’s capital adequacy assessment process, capital and liquidity plans, compliance policies and obligations, and the internal control system
Overseeing the integrity, independence and effectiveness of the bank’s policies and procedures for reporting fraud and other illegal activities
Overseeing the development of and approve the bank’s policy on transactions with related parties; and overseeing the compliance of the bank with the Financial Institutions Law, regulations and directives issued there under
The Executive Committee is led by an Executive Chairman of the Bank and serves as steering committee for the rest of the Board. It has the power to facilitate decision-making between board meetings or in urgent and crisis circumstances. Executive Committee reports to the Board and is responsible to ensure that Board’s policies and guidance are implemented in daily operations, and good corporate practices are maintained. In addition to this, the role of the executive committee includes monitoring the ethics policies, human resources, security guidelines, quality management, sound financial management and Bank’s compliance in regulations.
Board Audit Committee is chaired by an Independent Non-Executive Director and comprised of members from various areas such as risk and compliance, legal, finance and audit. The Board Audit Committee has been providing continuous advice to the Board with regards to the effectiveness and independence of the Bank’s internal audit function, the overall risk governance framework and internal control system. Audit Committee is responsible to ensure that Senior Management is taking necessary corrective actions in a timely manner to address control weaknesses, non-compliance with policies, laws and regulations, and other problems identified by auditors and other control functions.
Board Risk and Compliance Committee
The Board Risk and Compliance Committee (BRCC) is headed by Vice Chairman of the AYA Bank. BRCC assists the Board to achieve effective corporate governance and oversight responsibilities in relation to risk and compliance management strategy, framework and risk and compliance management function of the Bank. BRCC oversees the policy of risk and compliance, determine Bank’s risk appetite, and risk tolerance, and ensure that risk assessments are performed regularly and monitor the whole risk and compliance process.
Remuneration and Nomination Committee
The Remuneration and Nomination Committee is chaired by an Independent Non-Executive Director and the main role of the committee is to set succession and compensation policies in the Bank , identify directors and Senior Management in accordance with the criteria laid down and recommend their appointment to the Board. The committee is responsible for the overall oversight of the compensation system for the entire bank. In addition, the committee shall regularly monitor and reviews outcomes to ensure that the bank-wide remuneration system is operating as intended.
Human Resources Committee
Human Resources committee is chaired by Vice Chairman of the Bank and responsible to assist the Board in fulfilling its oversight responsibilities for human resources related policies and strategies. The committee is responsible for employees’ compensation, benefits, and performance management, and to ensure that the Bank is following government laws, international and local’s best practices. The committee’s objective is to retain the qualified and productive employees, to ensure human resources risks are appropriately identified and mitigated, and to create attractive environment for existing and prospective employees of AYA Bank.
Assets and Liabilities Committee
Assets and Liabilities Committee (ALCO), chaired by Executive Chairman, is responsible for overseeing the management of the bank’s assets and liabilities. ALCO provides an important oversight for effectively evaluating on-and off-balance-sheet risk for the bank. One of the objectives is to ensure adequate liquidity while managing the spread between the interest income and interest expense. Members also consider investments and operational risk.
ALCO members’ responsibilities typically includes managing market risk tolerances, establishing appropriate management information systems, and reviewing and approving the bank’s liquidity and funds management policies. This includes developing and maintaining a contingency funding plan, reviewing immediate funding needs and sources, and determining liquidity risk exposures to adverse scenarios with varying probability and severity.
The Credit Committee is chaired by Chief Executive Officer of the Bank and is decision-making body for approval of credit facilities in the Bank. The purpose of the committee is to oversee the credit and lending strategies, objectives of the bank, the credit risk management of the Bank, reviewing the credit policies and the quality of and performance of the entire Bank’s credit portfolio, and regular assessment of the quality of risk assets in the Bank.
Product and Business Development Committee
Product and Business Development Committee is led by Chief Executive Officer of the Bank and is comprised of Head of Business Units and Product Development Department. The committee is responsible to oversee and manage the process and procedures for product design and development in compliance with Bank’s strategy and regulatory guidelines. That includes reviewing product performance, competitiveness in the current market for its continued relevance and justification.
Purchasing Committee is managed by Vice Chairman of the Bank and is established for independent review and evaluation of purchasing documentation. The committee is obliged to decide the most appropriate supplier or service provider for the Bank and ultimately responsible for the successful outcome of the evaluation process. The committee members must be in no way be related to or associate with any of the suppliers being evaluated.
IT & Digitalization and Steering Committee
IT & Digitalization and Steering Committee is led by Chief Executive Officer of the Bank. The primary objective is to manage IT resources and implement IT Governance to align with the strategic direction of the Board. This includes building, acquiring, and implementing the required infrastructure, applications, and services for the Bank. The secondary objective is to support IT projects as defined by the committee. The committee is responsible for evaluating and assessing the performance and compliance of all the IT related process, practices, and activities.
Corporate Social Responsibility Committee
The Corporate Social Responsibility Committee is chaired by Independent Non-Executive Director and obliged to define the strategy of the Bank’s corporate social responsibilities to implement effectively and oversee the approach to be in line with the Bank’s CSR pillars. The committee determine from time to time and recommend various aspects of corporate social responsibilities including the Bank’s culture, employment issues, health & safety, human rights, workforce diversity & inclusion, the environment, community & social investment, compliance with ethical trading and business practices and other CSR-related matters.
Health and Safety Committee
The health and safety committee (HSC) is managed by Chief Executive Officer of the Bank. The committee is formed to address concerns related to occupational health and safety issues that affect employees. This includes addressing hazards in the workplace, responding the health issues in pandemic efficiently, implementing new safety and procedures, reviewing safety training requirements. The purpose is to create the communication with employees and management personnel to improve safety and reduce hazards. The committee hold meetings quarterly and discuss health and safety issues, develop plans and procedures to resolve the identified issues, recommend corrective actions and evaluate the reports submitted to the committee.
Committee meetings were conducted in budget year 2022-2023 as follows:
|Meeting Title||No. of Meetings
|Board Audit Committee||
|Board Risk And Compliance Committee||
|Board Nomination and Remuneration Committee||
|Assets and Liabilities Committee||
|Product and Business Development Committee||
|Corporate Social Responsibility Committee||
|Health & Safety Committee||
All board members require compulsory attendance to meetings of Board of Directors if there is no reasonable cause. Board members are required to attend at least 75% of all regularly scheduled meetings. Corporate Affairs Section organizes the management calendar for the year and schedules the meeting of the Board of Directors at least 10 times a year with the interval between two meetings not to exceed two months. During the financial year 2022-2023, the board held 12 regular scheduled meetings and attended by all members of the board.
The attendance of management at meetings of board committees during the financial year 2022-2023 is shown in the table below.
|Board of Directors |
|Board Of Directors Meeting||Executive Committee Meeting||Board Audit |
|Board Risk and Compliance Committee Meeting||Board Nomination and Remuneration Committee Meeting||Asset Liability Committee||Credit
|Number of meetings held||12||20||11||7||3||7||11|
|U Zaw Zaw||12||-|
|Daw Khin Saw Oo||12||20||3||7|
|U Than Zaw||12||20||11||7||-||7||11|
|Daw Htay Htay Khaing||12|
|Daw Khin Ma Ma||12||20||7||3||7||11|
|U Myint Zaw||12||20||7||7||11|
|Daw Jasmine Thazin Aung||20||7||11|
|U Nyein Chan Soe Win||20|
|Prof Dr Aung Tun Thet||12||3|
|U Min Sein||12||7||7|
|U Tun Lin Oo||12||10|
|U Ko Ko Oo||20||9||7||7||11|
|U Min Wint Oo||20|
|Daw Lwin Lwin Aung||20||7|
|U Nay Lin Htut||4||2||3|