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Rules of the Board of Director

Article 1: Objective

The following will be the rules of the Board of Directors, providing matters relating to the Board of Directors of the Great Hor Kham public Co., Ltd.

Article 2: Authority

The Board of Directors shall have the authority to determine matters provided in the Company’s Constitution, when it does not contradict existing laws, by-laws, rules and regulations of Myanmar, and to oversee the performance of duties by Directors and Corporate Officers. Matters to be resolved by and reported to the Board of Directors are described in the Details Rules of the Board of Directors except there are otherwise descriptions by the laws of Myanmar.

Article 3: Definitions


Board of Directors means the Company’s Board of Directors.
Company means the Great Hor Kham Public Company Limited.
Rules means the Rules of the Board of Directors.
Constitution means the Constitution of the Company.
Director means member of the Board of Directors.
CEO means Chief Executive Officer of the Company.
MD means Managing Directors of the Company.

Article 4: The Board of Directors

The Board of Directors represents all shareholders of the Company, and for the benefits of the Company and all shareholders, shall execute its duties and responsibilities in compliance with the Company’s Constitutions.

Article 5: Number

  1. The number of directors of the Board will be not more than nine (9).
  2. Under very special circumstances, particularly deserving individuals may be designated as permanent Honorary Members of the Board. The Honorary Members of the Board, however, shall have no voting rights, and shall not be counted as a number of directors of the Board.

Article 6: Composition

The Board of Directors shall only be consisted of directors of the Company.

Article 7: Nomination, Election and Term

Any member may be nominated for election to the Board by submitting application in accordance with the Company’s Election Procedure. Elected Directors shall hold office for a term of two (2) years. Directors may be re-elected for successive terms.

Article 8: Convocation

  1. Except otherwise provided by the law, the Board of Directors’ meeting shall be convened by the Chair of the Board. In case, from any reason, the Chair is not able to do so, another Director shall act on behalf of the Chair according to the order pre-determined by the Board of Directors.
  2. Notices for convening Board of Directors meetings shall be sent to each Director at least seven (7) days prior to the date of the meeting, stating the date and time, place; and confirmed agenda of the meeting shall be dispatched to each Director at least two (2) days prior to the date of the meeting. Such period of notice may, however, be shortened in case of emergency meeting.
  3. Board of Directors meetings may be held without conforming to the convocation procedures provided in the preceding paragraph with the unanimous consent of the Directors.
  4. Any change of address of a Director, he or she shall promptly inform HR office or CEO office.

Article 9: Preparation for Meetings

Matters to be resolved in the Board of Directors meeting shall be prepared by the CEO/MD or Chairman, while other directors may propose any item for consideration of adoption by the Board of Directors.

Article 10: Holding of Meetings

  1. Board of Directors meeting shall be held at least one every two months.
  2. Board of Directors meetings shall be held at the head office; however, a meeting may be held at some other place with suitable communication channels whenever necessary.
  3. Board of Directors meetings shall be held in Burmese language. Interpreter(s) may be used to be present at a meeting whenever necessary.

Article 11: Chair

Board of Directors meetings shall be presided over by the Chair of the Board. In case the Chair is prevented from so doing, another Director shall act in the Chair's place in accordance with the order pre-determined by the Board of Directors.

Article 12: Quorum

  1. At least 75% of Board members shall be presented in regular Board meeting.
  2. At least 65% of Board members shall be presented in a special Board meeting.

Article 13: Attendance

A Director shall attend

  1. At least 75% of regular meeting of the Board.
  2. At least 75% of special meeting of the Board.
  3. Without absence in Annual General Meeting.

Article 14: Methods of adopting resolutions

  1. Resolutions of the Board of Directors shall be adopted by a majority of the Directors present at each Board of Directors meeting.
  2. A Director who has a special interest with regard to a resolution of the Board of Directors shall not exercise any voting rights with respect to that resolution.
  3. A Director shall express his or her approval either by hands up voting, written or electronic record.

Article 15: Attendance by other Corporate Officers

If the Board of Directors deems necessary, relevant Corporate Officers and/or any other person(s) may also attend Board of Directors meetings, but they shall not have any voting right.

Article 16: Meeting Minutes

  1. The minutes shall be prepared in Burmese language with respect to the substance of proceedings of Board of Directors meetings in compliance with law, and shall be signed by all Directors present at the meeting.
  2. Meeting minutes writing shall be done within seven (7) working days starting after the date of Board meeting.
  3. The minutes of Board of Directors meetings shall be kept at the Company's head office for ten (10) years.

Article 17: CEO office/ Secretariat

The CEO office or the secretariat of the Company shall perform the clerical work of the Board of Directors.

Article 18: Revision

These Rules may be revised only by resolution of the Board of Directors.

Updates:

  1. Added Objectives, Articles and Titles.
  2. Added Article 5 and Article 11.
  3. Deleted overlapping rules.
  4. Deleted rules for Committees for there are separate rules for each Committee.
  5. Changed five (5) years to ten (10) years for the meeting minutes keeping.
  6. Deleted alternate directors and their voting rights.
  7. Re-arranged rules structure.