CORPORATE GOVERNANCE POLICIES, PRINCIPLES & GUIDELINES

Basic Shareholders’ Rights

Shareholders in MAPCO are the most important institution. Shareholders are owners of MAPCO. Shareholders must meet at least once every year during annual general meeting (AGM) as a compulsory requirement. Sometimes, shareholders may be invited every quarter or as proposed by Chairman or as proposed by Managing Director to address extraordinary matters relating to sustainable growth of MAPCO and relating to Companies Act.

Basic shareholder rights should include the right to

  1. secure methods of ownership registration;
  2. convey or transfer shares;
  3. obtain relevant and material information on MAPCO on a timely and regular basis as defined by the regulation;
  4. participate and vote in general shareholder meetings;
  5. elect and remove members of the board; and
  6. share in the profits of MAPCO

The rights and equitable treatment of SHAREHOLDERS

Key Principles

  1. MAPCO’s equity investors have certain property rights. For example, an equity share in MAPCO can be bought, sold, or transferred. An equity share also entitles the investor to participate in the profits of MAPCO, with liability limited to the amount of the investment. In addition, ownership of an equity share provides a right to information about MAPCO and a right to influence MAPCO, primarily by participation in general shareholder meetings and by voting
  2. MAPCO’s corporate governance framework protects and facilitates the exercise of shareholders’ rights and ensure the equitable treatment of all shareholders, including minority (and foreign shareholders- in the future, when Myanmar law allows) All shareholders should have the opportunity to obtain effective redress for violation of their rights.
  3. Shareholders are not expected to assume responsibility for managing corporate activities. The responsibility for corporate strategy and operations is typically placed in the hands of the Board and a management team and the management committees that are selected, motivated and, when necessary, replaced by the Board.
  4. Shareholders’ rights to influence MAPCO centre on certain fundamental issues, such as the election of Board members, or other means of influencing the composition of the Board, amendments to the company’s MOA, AOA documents, approval of extraordinary transactions, and other basic issues as specified in Myanmar Companies law and MAPCO’s Memorandum and Articles of association.
  5. MAPCO will always ensure investors’ confidence that the capital they provide will be protected from misuse or misappropriation by corporate managers, Board members or controlling shareholders. MAPCO’s Board, managers and controlling shareholders should and must not take the opportunity to engage in activities that advance their own interests at the expense of non-controlling shareholders.
  6. MAPCO’s Members of the Board and key Executives should be required to disclose to the Board whether they, directly, indirectly or on behalf of third parties, have a material interest in any transaction or matter directly affecting the MAPCO’s business. Shareholders should have access to know those related party transactions.
  7. Minority shareholders should be protected from abusive actions by, or in the interest of, controlling shareholders acting either directly or indirectly, and should have effective means of redress.
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