The shares of United Paints Group Co., Ltd. are held by 44 shareholders, comprising traditional paint merchants, local paint-store owners, entrepreneurs and professionals from across Myanmar. No individual beneficial owner holds 5% or more of the Company’s total shares.
United Paints Group Co., Ltd. (UPG), the holding company of the UPG Group of Companies, is governed by a Board of Directors comprising 15 members. The Board includes the following positions:
The Board of Directors is composed to provide an appropriate balance of skills, knowledge, experience, and perspectives. Its members represent diverse ethnic backgrounds and bring a range of entrepreneurial, professional, and intellectual expertise to the Board.
The 15-member Board comprises 2 female Directors (13.33%) and 13 male Directors (86.67%). It also includes 9 Founder Directors (60%) and 6 Successor Directors (40%), supporting both institutional continuity and effective succession. In terms of age diversity, 5 Directors are aged between 30 and 50 (33.33%), while 10 Directors are over the age of 50 (66.67%).
In compliance with the Myanmar Companies Law, Company Directors Guide (Directorate of Investment and Company Administration – DICA), UPG’s Company Constitution, and UPG’s Board Charter, members of the Board of Directors are elected by the General Meeting of shareholders.
A nomination or recommendation for a candidate for the Board of Directors at the General Meeting shall take into consideration of the following factors:
The nomination or recommendation for appointment or reappointment shall clearly state the reasons for the nomination or recommendation. Any nomination or recommendation by the Board of Directors must adhere to the criteria mentioned above.
At each Annual General Meeting (AGM), one-third of the existing Board members will resign. However, the shareholders may re-elect them as members of the Board of Directors. The Nomination Committee will facilitate the re-election and reappointment process.
In the event of a vacancy on the Board between General Meetings, the Board may appoint a member to fill the vacancy until the next General Meeting. The Nomination Committee will identify and recommend suitable candidates for appointment. This appointment should follow the same nomination process as mentioned above.
The Board Charter is a principal component of the Corporate Governance Initiative and Corporate Governance Framework of United Paints Group Co., Ltd. (UPG). It provides comprehensive and formal guidelines for the effective functioning of the Board of Directors.
The Board Charter was approved by more than 75% of UPG’s shareholders at the 2026 Annual General Meeting, and its phased implementation commenced in the same year. The cover and contents pages presented below provide an overview of the Charter’s structure and scope.
In addition to complying with the requirements of the Myanmar Companies Law and other applicable laws, a Director shall meet the following qualifications and selection criteria:
If deemed necessary, the Board of Directors may appoint Independent Directors and/ or Non-shareholding Directors, having specific qualifications, integrity, and relevant expertise, thereby contributing effectively to the Board composition.
A Director may serve on a maximum of 2 subsidiary Boards as an Executive Director within the UPG Group of Companies. At present, none of the Director exceed this limit.
The Chairperson shall serve as the head of the Board and shall also be an Executive Director. The Directors shall elect the Chairperson at a meeting of the Board. The Chairperson’s term of office shall correspond with the term of the Board. Upon expiry of the Chairperson’s term, the Chairperson shall continue to discharge the duties of the office until a successor has been duly elected.
Duties and Responsibilities of the Chairperson
In accordance with the Board Charter, the Chairperson shall:
The Vice-Chairperson is appointed by the Board of Directors and also holds a position of a Director. The Vice-Chairperson assists and supports the Chairperson and discharges his/ her specific duties. The Vice-Chairperson will discharge the duties and responsibilities specified in the UPG Board Charter, including the following:
The Board Secretary is appointed by the Board of Directors, plays a crucial role in implementing governance practices. The Board Secretary serves as a focal person among Board members and facilitates effective communication within the Board. The Board Secretary will discharge the duties and responsibilities specified in the UPG Board Charter, including the following:
In compliance with the Myanmar Companies Law, Company Directors Guide (Directorate of Investment and Company Administration – DICA), UPG’s Company Constitution, UPG’s Board Charter, and UPG Code of Conduct, the Board of Directors and its members shall fulfil the following duties and responsibilities:
(A) General Duties
Duty of Care and Diligence
Each member of the Board of Directors shall, when making a decision in exercise of his or her powers, and discharging his or her duty of care and diligence:
Duty of Loyalty
Each member of the Board of Directors shall, at all times, remain mindful of and discharge their duty to the Company. They shall not:
Duty to Disclose
A member of the Board of Directors shall promptly report any conflict of interest or potential conflict of interest to the Chairperson of the Board of Directors. They shall provide all relevant information, including information concerning their family member. The concerned Board member shall not take part in the assessment by the Board of Directors of whether a conflict of interest exists.
Time Commitment
A member of the Board of Directors shall commit the time specified in the UPG Board Charter to their position, including attendance at Board meetings and preparation time.
Participation
A member of the Board of Directors shall actively engage in Board discussions and openly voice their concerns. Directors shall maintain objectivity in their analysis, ensuring they are not unduly influenced by the Chairperson or any other Board member.
Adherence to Board Charter, Corporate Governance Policies, UPG Code of Conduct, and Applicable Laws
Board members and employees shall understand the policies outlined in the Board Charter as their shared obligation. They shall commit to ensuring the provisions and principles of these policies are upheld through the company. Additionally, all Board members and employees agree to abide by all applicable laws and regulations and ethical standards of business conduct.
The Board holds primary responsibility for overseeing the development, compliance with, and periodic review of corporate governance and conduct policies and practices within the company. This includes regular updates to these policies.
(B) Responsibilities
Accountability
The Board is accountable to the shareholders of the company for creating long-term value, while also considering the interests of its shareholders.
Responsibilities
The Board is entrusted with the following primary responsibility:
Securing Information
The Board of Directors and its individual members are responsible for obtaining all information from the management team and external auditor needed to carry out their duties. If deemed necessary, the Board may seek information from officers and external advisors of the Company. The Company shall facilitate the Board in obtaining such information. The Board may also require specific officers and external advisors to attend its meetings.
Access to Information
Each member of the Board of Directors has access to the books and records of the company, as necessary for the performance of their duties. Board members shall consult with the Chairperson of the Board of Directors and the Board Secretary before exercising their access rights.
Use of Experts
The Board of Directors may hire experts to provide assistance or advice. The cost associated with these experts shall be approved by the Board and borne by the Company. A Board member may reply upon the advice of a relevant expert provided that the member has no reason to doubt the expert’s report or conclusions.
The 15-member Board of Directors held 13 meetings in 2025, representing 195 possible attendances. Board members attended either in person or remotely via Zoom. As shown in the chart, 193 attendances and 2 absences were recorded, resulting in an overall Board attendance rate of approximately 98.97%.
The Board Charter provides for compulsory, optional, Board-recommended training programs and business and industry-related learning and development programs for Directors. These may include training courses, workshops, seminars, webinars, expert briefings, study visits, Board retreats, internal Group tours, and other relevant learning activities.
Training needs are identified through Board and Director performance evaluations, Directors’ learning records, Board decisions, external developments, and the Group’s strategic priorities. Training plans, participation details, and supporting documents are recorded, and Directors may share the knowledge acquired with the Board and relevant personnel across UPG Group of Companies.
Newly appointed Directors are required to commence a formal orientation program within 30 days of their appointment. A comprehensive program is provided for Executive and Non-Executive Directors, while a summarized program is provided for Independent, Alternate, and Temporary Replacement Directors.
The program covers the UPG Group’s history, structure, businesses, governance framework, strategic direction, finance, audit, risk management, Board processes, subsidiaries, operations, and information systems. It also includes introductions to relevant offices, personnel, departments, facilities, the Board Portal, and the Board Library. Participation is recorded in the relevant Director’s.
To promote effective governance and oversight, the Board has established 3 committees and 2 departments as follows:
Each committee is chaired by a Director and assigned specific responsibilities to enhance the Board’s ability to fulfil its duties.
Audit Committee
The Audit Committee is a standing committee established to support integrity, transparency, and accountability in the management and operations of the UPG Group of Companies in accordance with the UPG Corporate Governance Framework.
1. Structure and Appointment of the Committee
The Committee comprises between 3 and 5 members nominated by the Board and approved by shareholders at the Annual General Meeting. Its Chairperson and Secretary are also appointed with shareholder approval. At least 1 member must be a Non-Executive Director or Independent Director, and at least 1 member must possess expertise, knowledge, or experience in auditing or accounting. Executive Directors of wholly owned subsidiaries may not serve on the Committee.
2. Duties and Authorities of the Committee
The Audit Committee reviews the independence, impartiality, and effectiveness of audit processes across UPG and its wholly owned subsidiaries. It examines financial and operational records, internal controls, compliance with applicable standards, related-party transactions, external audit reports, and follow-up actions arising from audit findings. The Committee also reviews potential financial, operational, and reputational risks, as well as suspected fraud, misuse of assets, misconduct, and corruption, and reports significant matters to the Board in a timely manner.
The Committee regularly meets with the Group’s internal audit teams to review the effectiveness of audit processes. The Committee presents the Group’s annual audit report directly to shareholders at the Annual General Meeting. It also presents the Group’s financial statements and financial reports to shareholders with the approval of the Board.
3. Committee Meetings
The Audit Committee held a total of 4 meetings in 2025. The following table presents the attendance rate of each Committee member at these meetings.
The Nomination and Remuneration Committee currently serves as an ad hod committee for Board and management nominations before the Annual General Meetings (AGMs). Additionally, this committee provide ad hoc advice on Board and management remuneration.
1. Selection and Appointment of Committee Members
The Chairman and the members of the Nomination and Remuneration Committee are selected by the Board of Directors before the Annual General Meetings (AGMs). The committee composes 5 Non-Executive Directors., including 1 Chairman, 1 Secretary, and 3 members.
The term of the committee is until the complete establishment of the Board of Directors.
2. Duties and Responsibilities
The Nomination and Remuneration Committee is responsible for the duties and responsibilities specified in its Terms of Reference (TOR), including the followings:
Preparatory Committee on Corporate Governance Meetings and Workshops in 2025
United Paints Group Co., Ltd. (UPG) initiated its Corporate Governance Initiative with advisory support from the Myanmar Institute of Directors (MIoD). In 2025, the principal focus of the initiative was the development of a comprehensive Board Charter appropriate to the structure, operations, and governance needs of the UPG Group of Companies.
During the year, 23 meetings and workshops were held, comprising meetings of the Corporate Governance Preparatory Committee, workshops with MIoD and external experts, a Corporate Governance Consulting Close-out Meeting, and Board and Committee meetings on the Board Charter. These sessions supported consultation, drafting, review, and refinement of the Charter before its subsequent approval by more than 75% of UPG’s shareholders at the 2026 Annual General Meeting.
| No | Meeting or Workshop | Number Held |
|---|---|---|
| 1 | Corporate Governance Preparatory Committee Meetings | 11 |
| 2 | Workshops with the Myanmar Institute of Directors (MIoD) | 4 |
| 3 | Workshops with External Experts | 1 |
| 4 | Corporate Governance Consulting Close-out Meeting | 1 |
| 5 | Board and Committee Meetings on the Board Charter | 6 |
| Total | 23 |
Corporate Internal Audit is an independent department that directly reports to the Audit and Risk Committee and the Board. The main purpose of the Corporate Internal Audit is to audit the financials of the Holding Company and the subsidiary companies, perform risk-based audits as per the Annual Audit Plan, and provide assurance to the company’s overall financial reporting system.
The Corporate Internal Audit works in tandem with subsidiary internal audits for internal control and risk assessment. The 2-Layer Audit structure ensures that the corporate level audit collaborates closely with the internal audit departments of the subsidiary companies. Their cooperation focuses on ensuring robust internal controls and conducting comprehensive risk assessments across the entire organization, both at the corporate and subsidiary levels. This collaborative approach helps to maintain consistency in audit practices, improve the effectiveness of internal controls, and identify and mitigate risks throughout the organization.
A director leads the Corporate Internal Audit Department.
The Corporate Health, Safety, and Environment (HSE) Department is responsible for maintaining established standards of health, safety, and environment (HSE) across all workplaces including offices and factories of the UPG subsidiaries. The department plays an important role in promoting a safe and sustainable working environment.
This department is organized with key positions, including HSE Manager, HSE Document Control Officer, HSE Technical & Compliance Trainer, HSE Executive, and HSE Inspectors.
2. Duties and Responsibilities
The primary duties and responsibilities of the Corporate HSE Department are as follows:
Facilitating HSE Committees of Subsidiaries
Facilitating the establishment of occupational health & safety committees within subsidiaries.
Developing and Implementing HSE Practices
Facilitating the development and implementation of HSE manuals and procedures across subsidiaries.
Overseeing Compliance
Monitoring the subsidiaries’ compliance with Myanmar’s HSE-related laws, regulations, and their established manuals and procedures.
Conducting Inspections
Conducting both routine and random inspections to identify HSE hazards, assess risks, and verify compliance with HSE manuals and procedures.
Learning and Development
Providing learning and development opportunities to the employees and HSE personnel of the subsidiaries.
Documentation and Record Keeping
Managing HSE documentation, records, and reports to track incidents, compliance activities, inspections, and corrective actions.
Analyzing and Reporting
Analyzing the HSE performance of subsidiaries and reporting findings to the UPG Board of Directors.
Given the wide powers that the directors enjoy over the affairs of the company, the Companies Law imposes many legal duties on directors to ensure that they act properly and in the best interests of the company.
To comply with these duties, the directors must ensure that they;