UPG Paint & Coating Co. Ltd.

Shareholder

The sole shareholder of UPG Paint & Coating Co., Ltd. (UPG P&C) is United Paints Group Co., Ltd. (UPG).

Board Structure

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:

 

  • 1 Managing Director
  • 5 Executive Directors

 

Each Director, including the Managing Director, is responsible for managing the day-to-day operations of their respective department(s).

Board Composition ​

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.  

Board Member Appointment

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.

Limit on Number of Directorship Positions

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.

Managing Director

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:

  • Strategic Leadership
    Developing and implementing the strategic plans in alignment with the company policies and objectives, in collaboration with the Executive Directors.
  • Operational Management
    Overseeing day-to-day operations of the company to ensure efficiency and effectiveness. 
  • Financial Management
    Overseeing financial integrity of the company, including budgeting, forecasting, and financial reporting. 
  • Supply Chain Management
    Ensuring the efficiency and effectiveness of supply chains, from procurement of raw materials to delivery of finished products. Addressing and mitigating supply chain disruptions. If needed, by implementing ad hoc strategies to optimize the supply chain process. 
  • Ensuring Compliance
    Ensuring the company’s compliance with all relevant laws, regulations, company’s policies, the company code of conduct, ISO 9001 QMS, ISO 14001 EMS, ISO 45001 OHSMS, and the Responsible Care Management System (RCMS).
  • Overseeing UNGC Participation
    Submitting a Letter of Commitment expressing continued support for the UN Global Compact (UNGC), implementing the company’s progressive sustainable initiatives in support of the United Nations’ Sustainable Development Goals (SDGs), and overseeing the completion of the UNGC Communication on Progress (CoP) report annually. 
  • Risk Management
    Ensuring effective risk management practices are in place and overseeing the company’s risk management processes.
  • Innovation and Growth
    Driving innovation initiatives and identifying opportunities for business growth and expansion.
  • Stakeholder Engagement
    Building and maintaining strong relationships with internal and external stakeholders.
  • Corporate Social Responsibility (CSR)
    Establishing and implementing the company’s commitments to corporate social responsibility.
  • Reporting
    Reporting the Board of Directors on company performance, challenges, strategic initiatives, and key development.
Executive Directors

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:

  • Strategic Planning and Implementation
    Developing and implementing departmental strategies in alignment with the company’s strategic goals.
  • Operational Management
    Overseeing day-to-day operations of the respective departments to ensure efficiency, effectiveness, and quality.
  • Performance Monitoring
    Establishing, tracking, and analyzing key performance indicators (KPIs) to measure departmental performance.
  • Budget Management
    Developing and managing departmental budgets to ensure financial compliance and cost-effectiveness.
  • Supply Chain Management
    Monitoring and optimizing supply chain processes within the respective department(s). Address current and potential major supply chain disruptions through strategies collectively developed on the Board.
  • Overseeing UNGC Participation
    Supporting the implementation of the company’s progressive sustainable initiatives aligned with the United Nations’ Sustainable Development Goals (SDGs), as promoted by the UN Global Compact (UNGC), and contributing to the UNGC Communication on Progress (CoP) report annually.
  • Compliance and Risk Management
    Ensuring departmental compliance with all relevant laws, regulations, and the company’s policies, the company code of conduct, company’s policies, ISO 9001 QMS, ISO 14001 EMS, and ISO 45001 OHSMS.

    Identifying and mitigating departmental risks in collaboration with Risk Management team.
  • Innovation and Improvement
    Driving innovation initiatives within the department to enhance processes, products, and services.
  • Stakeholder Engagements
    Building and maintaining strong relationships with internal and external stakeholders.
  • Corporate Social Responsibilities
    Collaborating in implementing the company’s commitments to corporate social responsibility.
  • Reporting
    Reporting to the Board of Directors departmental performance, challenges, strategic initiatives, and key developments.
Board Responsibilities and Directors Duties

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:

  1. Decide in good faith for a proper purpose.
  2. Not have a material personal interest in the subject matter of the decision.
  3. Rationally believe that the decision is in the best interests of the company.

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:

  1. Improperly use their position or information obtained as a director to gain an advantage for themselves or others, or cause detriment to the company.
  2. Conduct transactions in which they have a personal interest unless in accordance with Myanmar Companies Law, UPG’s Related Parties Transaction Policy, and UPG Code of Conduct.
  3. Disclose confidential information.
  4. Enter into contractual relations with a competing company.
  5. Use assets and facilities of the company for personal benefit.

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:

  1. Reviewing, approving and monitoring the Company’s long-term strategic objectives, business plans and performance targets.
  2. Reviewing and approving the annual operating budget.
  3. Ensuring Board meetings are conducted in accordance with procedures specified in the UPG Board Charter.
  4. Managing the day-to-day operations of the company as an executive team and overseeing the general business activities of the company.
  5. Overseeing the financial management and reporting of the company.
  6. Overseeing (a) the integrity of the financial statements, (b) the performance, qualifications, and independence of the external auditor, and (c) the performance of the internal audit function and the effectiveness of controls.
  7. Overseeing and approving the risk management framework, policies and procedures to effectively manage risks.
  8. Ensuring the company’s compliance with all relevant laws, regulations, the company code of conduct, company’s policies, ISO 9001 QMS, ISO 14001 EMS, ISO 45001 OHSMS, and the Responsible Care Management System (RCMS).
  9. Implementing the company’s progressive sustainable initiatives aligned with the United Nations’ Sustainable Development Goals (SDGs), as promoted by the UN Global Compact (UNGC), and overseeing the UNGC Communication on Progress (CoP) report annually.
  10. Exercising the authorities as specified in the approved Authority Matrix in the UPG Board Charter.
  11. Reviewing and approving major decisions on (a) organizational structure, (b) establishment of subsidiary companies, (c) establishment of branches and representative offices, and (d) capital allocations and expenditures in line with the approved Authority Matrix.
  12. Reviewing and/ or approving the transactions with related parties.
  13. Identifying and recommending directorship candidates for selection by the UPG Board of Directors.
  14. Facilitating the onboarding of directors through the Director Orientation Program, providing necessary training, and ensuring access to required information.
  15. Defining the remuneration and incentive schemes, including key performance indicators, for the Board members.
  16. Conducting annual Board evaluations and Directors’ renomination.
  17. Appointing and, as necessary, dismissing key managerial employees of the company.
  18. Developing succession plans for both Board and key managerial employees of the company.
  19. Assessing the effectiveness of the company’s governance practices and policies, and making changes as needed.
  20. Discussing its own activities and those of its individual members, the effectiveness of such activities, and the composition and competence of the Board of Directors at least once a year.
  21. Approving and reviewing the Company’s Policy, Mission, Values, and Code of Conduct.

 

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.

Board Meetings

The Board of Directors shall hold meetings monthly. A total of 12 Board meetings were held in 2023.

Director Orientation Program

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. 

Company Audit Team

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:

 

  • Inventory Audit 
  • Financial Audit 
  • Operational Audit 
  • Integrated Management System Audit 
  • Management Audit 
  • Investigative Audit (or) Forensic Audit
  1. Selection and Appointment of Audit Members
    The Senior Audit Manager, Assistant Audit Manager, Executive Auditors, and Auditors are appointed by the Board of Directors and directly report to the Board.

  2. Duties and Responsibilities
  • Inventory Audit
    Inspects accuracy of inventories and records, and compliance with the company’s inventory management procedures.
  • Financial Audit
    Audits financial handling and transactions to ensure accuracy, transparency, and compliance with the procedures specified in the company’s Finance Manual and other relevant procedures.
  • Operational Audit
    Audits operational processes and controls to enhance efficiency, mitigate risks, and improve overall company performance.
  • Integrated Management System Audit
    Audits the company’s compliance with its Integrated Management System (IMS), which incorporates ISO 9001:2015 EMS, ISO 14001:2015 EMS, ISO 45001:2018 OHSMS, and Responsible Care Management System (RCMS), in preparation for ISO audits conducted by Global Compliance Certification (GCC), the company’s ISO accreditation service.
  • Management Audit
    Examines departmental management practices to ensure compliance with the internal manuals, procedures, and work instructions.
  • Investigative and Forensic Audit
    Investigates suspected and actual fraud, misconduct, or irregularities to protect the company’s integrity and assets, minimize losses, and strengthen the internal controls.

Company’s Memberships

UPG P&C joined a number of local trade associations and international initiatives for the below purposes.

  • To promote common interest
  • To exchange knowledge and information
  • To reinforce best practices
  • To gain regulatory guidance

UPG P&C is a member of the following associations and the initiatives.

  1. United Nations Global Compact (UNGC)
  2. Union of Myanmar Federation of Chambers of Commerce and Industries (UMFCCI)
  3. Myanmar Industries Association (MIA)
  4. Myanmar Chemical Industries Association (MCIA)
  5. Myanmar Construction Entrepreneurs Federation (MCEF)
  6. Myanmar Responsible Care Council (MRCC)