Myanmar: recommendations to improve corporate governance practices

A joint report considering the governance of 24 companies has been published by the International Finance Corporation, the Securities and Exchange Commission, the Yangon Stock Exchange and the Directorate of Company Investment and Company Administration: see here (pdf). The report's analysis is based on the ASEAN Corporate Governance Scorecard (here, pdf) and included all of the companies listed on the Yangon Stock Exchange (five in total), four private companies and fifteen public companies. The public and private companies were selected for reasons including economic significance or their potentially becoming listed. It is worth noting that, according to data published earlier this year, the number of companies registered in Myanmar is approximately 61,600.

The report, which surveyed companies before the new Companies Law came into force, notes that governance practices are at a "nascent stage" of development. A large number of recommendations for improvement are made, including the development of a corporate governance code (to operate on the "comply or explain" basis). Other recommendations seek improvements in the quality and quantity of the information that is disclosed; improvements in monitoring and enforcement powers are also suggested.

Burma: English translation of the new Companies Law published

A copy of the new company law framework - the Companies Law - has now been published in English by the Directorate of Investment and Company Administration: see here (pdf).

Burma: new company law framework - Companies Bill becomes law

The Myanmar Times reports that the Companies Bill has become law following its receiving the signature of the President: see here. A copy of the Bill, as approved by the Pyidaungsu Hluttaw was published in English at the end of November by the Directorate of Investment and Company Administration: see here (pdf). It seems very likely that this version of the Bill has become the new Companies Act.

Update (8 December 2017) - a copy of the new Companies Law has been published: see here (pdf).

Burma: Companies Bill introduced in the Amyotha Hluttaw

The Directorate of Investment and Company Administration has published the latest version of the Companies Bill. The Bill will introduce a new company law framework in Burma. A copy of the Bill, in English, is available here (pdf). It has been reported that the Bill has begun its legislative journey following its introduction in the Amyotha Hluttaw: see here.

Burma: new Companies Law - post consultation (fifth) draft published

The Directorate of Investment and Company Administratio has published, in English, an updated draft - the fifth, in fact - of the proposed new Companies Law: see here (pdf).

Burma: New Companies Law - post-consultation draft published

A post-consultation draft of Burma's new Companies Law has been published by the Directorate of Investment and Company Administration: see here (English, pdf).

The duties of directors will, for the first time, be set out in legislation: see sections 164 to 172. Section 166 contains the duty to act in good faith in the company's best interest and it is noteworthy that it provides guidance on how this duty operates where the director of a wholly-owned subsidiary acts in the interests of the subsidiary's parent company. An oppression remedy is provided by section 192 and section 196 provides for the bringing of derivative claims. Information about the current company law framework is available here.

Update (18 November 2016) - a fifth draft was published in October 2016: see here (pdf).

Burma: consultation on new companies law

The Directorate of Investment and Company Administration has recently consulted on a new company law framework. Draft chapters of the new legislative framework - called the Companies Law - have been published: see here. The draft chapters are accompanied by a policy paper, which explains some of the changes being made (including new statutory duties for directors): see here (pdf).