UPG Paint & Coating Co., Ltd.
The sole shareholder of UPG Paint & Coating Co., Ltd. (UPG P&C) is United Paints Group Co., Ltd. (UPG).
UPG Paint & Coating Co., Ltd. (UPG P&C), the flagship subsidiary of the UPG Group of Companies, is led by a board of 6 members, comprising the following positions:
Each Director, including the Managing Director, is responsible for managing the day-to-day operations of their respective department(s).
The Board of Directors is structured to ensure diverse and balanced representation of skills, experiences, and perspectives. It comprises individuals from diverse ethnic backgrounds, including both male and female members, entrepreneurs, intellectuals, founding directors, and successor director. Currently, the Board includes 1 female director and 1 successor director.
In accordance with the Company Constitution and the Board Charter of the parent company, United Paints Group Co., Ltd. (UPG), members of the Board of Directors at UPG Paint & Coating Co. Ltd. (UPG P&C) are appointed by the UPG Board.
At present, as all Board members also serve on the Board of the parent company, UPG, they have already met the qualifications and selection criteria specified by the UPG Board Charter.
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 Managing Director is the highest-ranking executive at UPG Paint & Coating Co., Ltd. (UPG P&C). The Managing Director holds ultimate responsibility for the overall management, strategic direction, and operational performance of the company. The following are the major duties and responsibilities the Managing Director:
As key leaders in UPG Paint & Coating Co., Ltd. (UPG P&C), the Executive Directors are responsible for managing their respective departments and ensuring that departmental objectives align with the overall company’s policies and strategic objectives. The Executive Directors plays crucial role in driving performance, initiating innovation, and maintaining operational efficiency and effectiveness. The following are the major duties and responsibilities an Executive Director:
In compliance with the Myanmar Companies Law, Company Directors Guide (Directorate of Investment and Company Administration – DICA), UPG P&C’s Company Constitution, UPG Board Charter, and UPG Code of Conduct, the Board of Directors and its members shall fulfil the following duties and responsibilities:
(A) General Duties
Duties of Care and Diligence
Each member of the Board of Directors shall, when making a decision in exercise of their powers, and discharging their duties 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 disclose any conflict of interest or potential conflict of interest to the Chairman of the Board of Directors. They shall provide comprehensive details, including information concerning any family members involved. The concerned Board member shall abstain from participating in the Board’s evaluation of whether a conflict of interest exists.
Time Commitment
A member of the Board of Directors shall commit the time specified to their positions, which includes attending Board meetings and allocating time for preparation.
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 Managing Director or any other Board member.
Adherence to Corporate Governance Policies, UPG Code of Conduct, and Applicable Laws
Board members and employees shall understand the policies outlined in the UPG 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.
(B) Responsibilities
Accountability
The board is accountable to the sole shareholder, United Paints Group Co., Ltd. (UPG) for creating long-term value for the shareholder while taking into account the interest of its stakeholders.
Responsibilities
The Board is entrusted with the following primary responsibility:
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 Managing Director 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 Board of Directors shall hold meetings monthly. A total of 12 Board meetings were held in 2023.
Newly appointed directors of the Board of UPG Paint & Coating Co., Ltd. (UPG P&C) are required to participate in a compulsory Director Orientation Program, as outlined in the UPG Board Charter. This program is designed to ensure that all directors are fully informed of their roles and responsibilities, the company mission and policies, and the corporate governance practices of the organization.
The Company Audit Team is an integral part of the company’s internal control system, maintaining the transparency, integrity, efficiency, and effectiveness in the company’s operations. This team conducts the following types of audits:
UPG P&C joined a number of local trade associations and international initiatives for the below purposes.
UPG P&C is a member of the following associations and the initiatives.
No. 237, Pyay Road, Shin Saw Pu Ward, Sanchaung Township, Yangon, Myanmar.