Governance | CMHL

General Meetings

Resolution	% for	% against	% abstention
A That the annual financial report, directors’ report and auditors report for financial year ending on 31st March 2025 have hereby been considered by the members	100%	0	0
B That the auditors be appointed as the Company’s auditor to audit the Company’s accounts and their remuneration	100%	0	0

The table below summarises the Annual General Meeting resolutions which were passed by way of written resolutions of 100% of the members pursuant to section 156(d) of the Myanmar Companies Law 2017 on 1st October 2025.

Name	Role	Type	Number of meetings attended for FY23/24	% of attendance for FY24/25	Number of meetings attended for FY24/25	% of attendance for FY24/25
Mr. Somboon Yuprapan	Chairman	Non-Executive	4	100%	4	100%
Daw Win Win Tint	Member	Executive	4	100%	4	100%
U Soe Moe Thu	Member	Executive	4	100%	4	100%
U Min Min	Member	Executive	3	100%	4	100%
U Phyoe Min Kyaw	Member	Executive	2	75%	3	75%
Mr. Ronald Lee	Member	Executive	4	100%	4	100%
Mr. Burno Mercier	Member	Independent Non-Executive	4	100%	4	100%
Mr. Marco Breu	Member	Independent Non-Executive	2	100%	4	100%

During our board meetings, we reviewed financial matters, along with updates from the Audit, Risk & Corporate Governance Committee (ARCGC), the Strategy & Investment Committee (SIC), and the Remuneration & Nomination Committee (R&NC). These topics were addressed in plenary sessions to ensure that all board members had a comprehensive understanding of the issues, in line with the Corporate Governance Manual. Going forward, the Supervisory Board will formally establish these committees and determine their respective memberships.

Top management is responsible for overseeing and monitoring risks across CMHL. It maintains a comprehensive risk register capturing potential risks that may affect our organisation, including those arising from natural disasters (such as earthquakes), economic conditions, talent management, and other factors. This register is reviewed and updated monthly by the CMHL management team based on input from various departments.

The most significant risks are then identified, and appropriate mitigation plans are developed, shared with our CEO, and subsequently reviewed and approved by City Holdings’ Supervisory Committee.

Recently, risks associated with earthquakes and broader economic conditions have posed potential threats to CMHL’s business continuity, some of which are outlined below:

Supervisory Board Meetings and Committee Meetings

Our Supervisory board met regularly, at least four (x4) times a year. The details of member attendance of each member are contained in the following table:

Risks Management

The most significant risks are then identified, and appropriate mitigation plans are developed, shared with our CEO, and subsequently reviewed and approved by City Holdings’ Supervisory Committee.

Recently, risks associated with earthquakes and broader economic conditions have posed potential threats to CMHL’s business continuity, some of which are outlined below:

Risks	Impacts	Approach
Earthquake	· Livelihoods of our staffs and customers	· Allocated MMK 982 million in partnership with City Love & Hope Foundation to support emergency response efforts and long-term rehabilitation of affected communities.
		· Reopened stores as quickly as possible to provide essential goods to impacted communities at normal prices.
		· Provided financial assistance to the families of three employees who lost their lives and offered employment opportunities to their family members within our stores.
		· Covered all medical expenses for employees injured in our stores.
		· Delivered home renovation support and in-kind assistance to 562 employees affected by the earthquake.
		· Offered advance salary payments and loan support, along with mental well-being programs for employees in the affected areas.
Security	· The safety of the people, including our employees and customers at our stores	· Reviewed standard operating procedures (SOPs) to ensure security is consistently prioritized.
		· Provided training to all employees on handling shoplifting incidents, with a focus on safeguarding staff.
		· Conducted training programs for employees, including the training and management of security guards.
		· Empowered branch managers to close branches when necessary to ensure safety.
		· Increased ferry capacity for staff transportation and conducted reviews to enhance safety measures.
Talent management	· High turnover rate	· Reviewed the salary structure and implemented an average salary increase of 20%, with a particular focus on lower-level roles.
	· Challenges to maintain the talents at the workplace	· Supported various initiatives to safeguard employee income, including quarterly support packages with essential items (such as cooking oil, rice, and dry food), a 60% discount on lunch-related purchases at our stores, and a 5% discount on all other purchases.
		· Introduced part-time job opportunities to create additional employment and provide income support to those in need.
Supply chain disruption	· Delays in the import process	· Achieved 75% of total sales from locally produced products.
	· Higher logistics costs	· Established the STEPS SME Center to support Myanmar SMEs in building more structured and sustainable businesses.
		· Developed City Media Solutions, our retail media platform, to provide suppliers with structured opportunities to enhance product visibility, communicate more effectively with customers, and introduce new products across our stores and channels.

Our sustainability strategy, and our materiality matrix, are also a way for the Company to manage its key risks efficiently.

CMHL decided to report its Corporate Governance practice against the ASEAN Corporate Governance standards and uses the criteria selected by Myanmar Authorities. You can download the mapping here.

Our Supervisory Board

ROLES AND RESPONSIBILITIES OF OUR SUPERVISORY BOARD

The roles and responsibilities of our Supervisory Board are fully set out in our Corporate Governance Manual and include:

Review and approve the Company’s vision, mission and values and be responsible for their implementation (see http://www.cmhl.com.mm/our-2025-vision/).
Review, approve and monitor the Company’s medium to long-term strategic objectives and management business plans, including any performance indicators and targets to be used in relation to the strategy.
Oversee the Company’s aim to create sustainable and financially sound enterprises therefore ensuring socio-economic value.
Develop succession plans and developmental objectives for senior executive positions, including the CEO.
Conduct annual performance assessment of the Supervisory Board and the CEO and other senior executives. We note that the board commenced operations in FY18 and intends to undertake an assessment of its performance and that of the CEO and other senior executives as required by the Corporate Governance Manual once it has completed its full term. The criteria to be used in the assessment will cover the Board’s effectiveness and its ability to contribute to CMHL’s sustainability.
Offer an orientation program for new Board members on the Company, its business and on other subjects that will assist them in discharging their duties. The Company also provides general access to training courses to its Board members as a matter of continuous professional education. The Board annually determines training needs for the Board as a group and for individual members and then decides, based on its budget, training that should be undertaken each year.
Oversee and approve the risk management framework and associated policies and procedures used by management to effectively manage risk.

Note: All companies are incorporated and operate in Myanmar.