Corporate Governance Framework

Social Responsibility

Board Policy

SPA is a private investment holding company of Mr. Serge Pun where he plays an instrumental role in providing the Company with strong leadership and vision with determined decisions. SPA’s BOD consists of six members where Mr. Martin Pun who was a previous CEO of SPA is appointed as a Non-Executive Vice Chairman. There is a clear separation of roles and responsibilities of the Executive Chairman and the CEOs of the subsidiaries, that no one individual represents a considerable concentration of power.

The Board Members take full responsibilities of overseeing the financial reports, regulatory compliance and ethics, evaluating the skills and characteristics of respective key executives of subsidiaries, and determining the remuneration policy for the Key Executives and Directors which are all in lines with responsibilities of Audit, Nominating and Remuneration committee of public listed companies. SPA, despite being the private side representation of Mr. Serge Pun, gets the fundamental principles of Corporate Governance and Business Conduct of the Group as all other individual business groups strictly adhere to.

The Board of Directors meeting will be held upon necessity for key financial decisions, strategies, and projects where it will be mainly lead by the Chairman, the majority shareholders of SPA. The Board will review annually for board seats in the public listed companies that of an individual directors could hold simultaneously.

Board Approval

The Board reviews all decisions that may have a material impact on the Group's financial position or earnings. The Board's advice is sought on all key financial decisions, strategies, and projects with special attention given to the Board's opinion on the impact of the Management's decisions on the local community.

Board Orientation
The Company Conducts an induction programme for newly appointed Directors which seeks to familise Directors with the Group's businesses, board processes, internal controls and governance practices. It includes site visits, Management presentations on the Group's businesses, strategic plans and objectives, meetings with key management personnel and briefings on key areas of the Company's operation.

Board Training and Development
Directors are encouraged to attend seminars, conferences and presentations to supplement and keep themselves updated with current market/industry information at the Company's expense. The Group also, where it feels appropriate, arrange for training courses for Directors for continuous professional program which it will fund.

Performance Evaluation of Board Members
Once a year, the performance of the board as a whole, its committees and its members are evaluated as follows:
a) Evaluation process is tailored as required by individual circumstances.
b) The Chairman is responsible for the effectiveness of the evaluation process and its outcome.
c) The evaluation process consists of a number of pertinent questions and answers, designed to assess performance and identify how certain elements of performance could/should be improved.

  • improve board effectiveness;
  • maximize strengths and
  • tackle weaknesses.
e) The results of individual assessments remain confidential between the Chairman and the individual concerned.

SPA Corporate Governance Framework
SPA Group Corporate Governance Framework consists of the following:

  • Employee handbook
  • Code of conduct
  • Whistle blowing policy
  • Risk management framework
  • Risk-based internal auditing
  • Legal contracts and intellectual property rights
  • IFC performance standards
  • Global Compact and its 10 principles
  • ADB Safeguard Policy Statement
  • United Nations Security Council Resolutions

For a copy of the Employee Handbook, please email us at careers@spa-mm.com

Risk Management
The Group instills and promotes a risk management culture to allow prudent risk-based decision-making by embedding core values, principles, compliance and dynamic internal control systems in its day-to-day operations. Ongoing communication, education, monitoring and mitigation which are an integral part of the Group's dynamic risk management culture being adopted across all its businesses.
Investment assessments and due diligence exercises are carried out on prospective business opportunities to ensure that potential financial, operational and strategic risks are identified and mitigated prior to commitment. In addition, Fraud Risk Assessment is conducted across the group as part of the Annual Internal Audit Program to ensure consistency with anti-corruption commitment.
Half yearly and annual enterprise risk assessments are carried out to validate the existence and effectiveness of the control in place; review the changes in risk profile; and update the existing control if required.
The Group's material control procedures are conducted independently by its main investment groups. For more details, please see:
Yoma Strategic Holdings Ltd.http://www.yomastrategic.com/html/media_report.php.
First Myanmar Investment Co., Ltd. http://fmi.com.mm/annual-reports/.
Memories Group: Not applicable yet due to first year of operation.

Internal Audit
The internal audit is one of the main function carried out by Group Risk Management to help the Group's businesses to accomplish its objectives by bringing a systematic, disciplined approach to evaluate and improve the effectiveness of risk management, control and governance processes which include:

  • Evaluate the system of internal controls
  • Recommend operational/financial improvements in controls
  • Assess compliance with policies and procedures
  • Assess compliance with laws and contractual obligations
  • Review operations/programs to ascertain whether results are consistent with established objectives and whether the operations/programs are being carried out as planned
Risk Management Department stands as an independent department which is essential to the effectiveness of the internal audit function.

UN Global Compact - Communication on Progress and Statement of Continued Support
Being an active member of the United Nations Global Compact and in line with its Ten Principles, Serge Pun ∓ Associates and its subsidiaries (together 'the Group') strongly commit to a 'zero tolerance' approach to all forms of corruption and bribery, including political contributions, in cash or in kind to political candidates, political officials or political parties for the purpose of obtaining any benefit or favor in returns, among employees and also when dealing with clients or other third parties.
For an overview of SPA's progress in implementing the United Nations Global Compact, including a statement of continued support for human rights, labor, environment and anti-corruption by Executive Chairman U Theim Wai @ Serge Pun, please click here to download the report.

Corporate Governance Roll Out
Corporate Governance Roll Out, which concerns Corporate Governance and Operational Compliance, has been carried out by the Director of Risk Management & Compliance on a regular basis across the Group. It covers:

  • Ongoing assessment of the Covenant Obligations of the Group
  • Corporate Policies and Procedures
  • Code of Conduct and Procedures
  • Other bench-marking rules and regulations

The objective of the roll out is to assure that the presence of an effective corporate governance system within the Group helps to provide the degree of confidence necessary for the proper functioning of businesses. Maintaining good Corporate Governance will contribute to better performance by helping the Group in its duties in the best interests of to its shareholders and overall transparency.

For an overview of SPA Group’s corporate governance and operational compliance requirements, please see this document.

SPA Myanmar Corp Governance SPA-Myanmar Corp Governance SPA Myanmar Meeting
Corporate Governance Roll Out Meeting
Senior Executive Management Team Member and Project Directors
Head Office, FMI Centre, September 2015
Corporate Governance Roll Out Meeting
Project Directors, Senior Project Managers, Senior Management Team Members, and OH&S Team Members
Star City , Thanlyin Estate Development (TED), October 2015
ESMS Roll Out Meeting
Project Directors, Senior Project Managers, Senior Management Team Members, and OH&S Team Members
Pun Hlaing Golf Estate (PHGE), March 2015