Scope of Affected Areas by the Policy
i) This Compliance Policy applies to all CPW's stakeholders; i.e. directors, officers and employees and to contractors, suppliers, agents and consultants.
ii) This Compliance Policy also applies to CPW's business operations and activities, and all services are also subject to review and assessment by this Policy Document.
iii) This Compliance Policy will cover all new and existing business activities.
iv) It will provide a uniform practical approach to ensure compliance with all laws, regulations, industry and internal codes of conduct which impact on the day to day activities at CPW.
vi) Existing requirements and procedures for approval of new projects and services, transactions, will take into account the assessment and recommendations of the Compliance Policy Document.
This Policy Document sets out the Main parameters covering CPW's Compliance Management system. This Policy covers the Compliance Management function and will remain in line with the basic parameters of CPW's Strategic Plan and Board's approved relevant mandates. The Policy given here is presented in its broader sense and may not be limited to specific phrases or to existing practices, as they could be subject to future changes.
Section 1 - Policy Goals
This Policy Manual seeks to:
i) Establish a Company-wide Compliance Culture;
ii) Ensure that all CPW's stakeholders understand and commit themselves to the Company's legal obligations, i.e. compliance with legislations, compliance with internal policies, procedures and guidelines in addition to its compliance with its legal and contractual commitments and obligations;
iii) Maintain and raise the level of awareness of CPW's regulatory obligations by CGH advice and regulatory updates, the provisions of this Policy for an Effective Compliance Management System, and a support system for employees' education;
iv) Develop and deploy appropriate practices and processes to ensure compliance with CPW's regulatory obligations;
v) Monitor CPW's compliance with its regulatory obligations;
vi) Take appropriate corrective action with a view to preventing recurrence of incidents of noncompliance, violations or breaches.
Section 2 - Policy Objectives
To meet the aforementioned goals, this Policy has identified the following objectives:
i) Define the prerequisites for an effective Company-wide Compliance Management system for CPW in a structured, systematic and transparent manner;
ii) Provide a uniform and practical approach to ensure compliance; i.e. compliance risk registers,
compliance reviews and management reporting;
iii) Uphold good regulatory compliance practices;
iv) Provide risk treatments in respect to compliance which will be commensurate with the regulatory and compliance risks facing CPW; and
v) Define the minimum Standards and Controls that need to be adhered to in order to cover risks relating to regulatory environment.
Section 1 - Key Elements
This Policy Document is based on the following three elements for an effective Compliance Management System:
o Structural elements: effecting CPW's commitment to and support of the establishment and implementation of an effective Compliance System;
o Operational elements: effecting the process for identification, implementation and reporting of the effectiveness of the Compliance Management System; and
o Maintenance elements: effecting the process of education, monitoring and review of existing processes at Company-wide level.
Section 2 - Key principles applying to CPW's Compliance Culture are:
i) Respect of the role of regulatory department
ii) Transparency and Accountability
iii) Ethics and integrity
iv) "Risk-taking" is in line with CGH's parameters of overall "risk management policy”
v) All CPW's stakeholders; i.e. Directors, Executive Officers, Managers, employees and contractors, are each responsible for and liable to complying with all relevant legislations, laws, regulations, standards, codes and internal policies applicable to their business and support areas.
Section 3 – Key assumptions applying to the Policy Document:
i) This Policy for an Effective Compliance Management System shall be used as an essential tool in internal and external communication in relation to CPW's Compliance Culture;
ii) The Board of Directors, if in agreement with the contents given herein, shall approve the
Policy prior to implementation;
iii) Executive Management will be commissioned with developing procedures for the implementation of this Policy;
iv) The Managing Director shall approve any changes/updates of this Policy; and
v) This Policy shall constitute an integral part of COMPLIANCE MANUAL (Chiyoda Group Compliance Manual 2014 version) document.
Section 4 - Guiding Principles
This Policy is guided by Chiyoda Group Compliance-related Documents in which the following documents are included:
i) Top Message
ii) Compliance Program/Compliance Organization
iii) Compliance-related Document System
iv) Compliance Regulation
v) Foreign Officials Anti-Bribery Regulation
vi) Antitrust Laws Compliance Guideline
vii) Economic Sanctions Measures Guideline
viii) Due Diligence Guideline
ix) Compliance Manual
x) Compliance Case Studies
xi) System of Education/Training for Compliance
Section 5 - OUTLINE OF THE POLICY
Compliance: Activities to secure social validity of ethical business conduct, including not only adherence to domestic and international treaties, laws and regulations, international agreement, and internal regulations, but also prevention of harassment and corruption, and information security.
Non-Compliance: a breach of applicable laws, regulations, codes or organizational standards.
Compliance function: An independent function that identifies, assesses, advises on, monitors and reports on the institution's compliance risk.
Compliance risk: it is the risk of legal or regulatory sanctions, financial loss, or loss to reputation an institution may suffer as a result of its failure to comply with all applicable laws, regulations, and codes of conduct and standards of good practice.
Section 6 - Policy Statement
Based on its commitment to conducting its business activities lawfully and in a manner that will enhance its achievement of the goals of its Strategic Plan by means of ensuring compliance, ethics and individual accountability, CPW, with close guidance and lead of CGH, will establish a compliance function that is responsible for implementing an effective program for compliance to form a functional and integral part of its management process, with its primary concern to focus on the identification, assessment and management of significant compliance areas and the risks of non-compliance.
Section 7 - Compliance Risks
There are a number of risks and consequences associated with non-compliance such as:
o Risks to reputation (including project taking up)
o Tax avoidance
o Loss of clients and to business and so forth
Section 1 - Grounds for the Establishment of an Effective Compliance Management System at CPW:
In order to establish an effective compliance management system, CPW will carry out the followings:
i) establish the Compliance Section that will be responsible for implementing this Policy and carrying out the Compliance Management System;
ii) appointed a Compliance Manager and members;
iii) maintain a detailed list of all Regulatory legislations and statutes which impact its operations;
iv) will provide education and training as part of its implementation of its Compliance Management System, detailing individual responsibilities, reporting and communication mechanisms;
v) will review/audit processes and procedures to ensure statutory obligations are integrated into the Company's day to day operations;
vi) will ensure the effectiveness of its Compliance Management System by conducting regular reviews in addition to internal compliance review/audits;
vii) will introduce a process of continuous improvement with the reporting of non-compliance matters and recognition for high compliance standards;
viii) will promote an ethical and positive compliance culture in relation to the law;
ix) will report on a biannual basis (and any other time during the quarters as necessary) to the Managing Director, and to the Executive Management, when needed, on violations, breaches, non-compliance risks and complaints and related actions undertaken or proposed; and
x) will report on an annual basis (and any other time during the year as necessary) to CGH through CSR Section on proposed improvements on the Compliance Management System to more closely align with the best practices as defined and guided by CHG’s Risk Management & CSR Division.
Section 2 – Responsibilities
i) All management are considered to have the responsibility on a day-to-day basis to ensure that their staff in their respective area practice pro-active compliance management.
ii) Prevailing CPW's Employees Handbook, regards it to be the responsibility of all employees to familiarize themselves with the laws and regulations and Company rules that apply to their responsibilities and to ensure compliance with relevant statutory obligations.
iii) The responsibility of ensuring effective implementation of the Compliance Management
System at CPW is shared among the following parties (commensurate with their roles, functions and span of control):-
2.1. The Managing Director
The MANAGING DIRECTOR is responsible to the Board for CPW's overall compliance in accordance with this Policy and supporting procedures.
2.2. The Executive Management
i) The Executive Management is responsible for the development of procedures to ensure appropriate implementation of this Policy to ensure the Compliance Management System is effectively and efficiently achieving its goals and objectives.
ii) The Executive Management is responsible for the identification, analysis, and treatment and reporting of regulatory compliance risks and compliance risk violations and breaches.
iii) The Executive Management is responsible for ensuring, maintaining, reporting and signing off of all regulatory compliance information which is ultimately presented to the Managing Director.
2.3. Head of Compliance Department
2.3.(1) In regards Risk Management
1. The Compliance Manager is responsible for the administrative day-to-day management of the Compliance Management System implementation and operations in addition to his/her managing of the duties and responsibilities for the effective management of the Compliance Management System, and based on CPW's Risk Management Policy.
2. The Compliance Manager shall conduct an annual self-assessment to ensure the Compliance Management System is effective and it is achieving its goals as established herein and by CPW's Strategic Plan.
3. The Compliance Manager shall ensure that non-compliance issues are adequately investigated and all misuses are appropriately reported in a timely manner.
2.3.(2) In regards Risk Management
The Compliance Manager is responsible for three key functions in relation to his/her management of the Compliance Management System:
Compliance Risk Management:
Identification, measurement/evaluation, management,
monitoring and reporting
Managing regulatory reports in a timely and accurate manner
Facilitating and coordinating communications with primary
regulatory authorities (e.g. onsite and offsite communication, regulatory inspections. Etc.).
To this end, the Compliance Manager shall be responsible for coordinating the regulatory compliance function within CPW by fulfilling the following duties and responsibilities:
1. Provide the Management of CPW with reporting, guidance, policy and regulatory advice in relation to compliance matters;
2. Establish and maintain a Compliance Policy and to ensure that any changes to that are appropriately collected, communicated and responded to, when needed, across CPW;
3. Ensure that Compliance Manual is updated and reported, as per new laws/regulations are added/removed or as new regulatory risks are identified or existing ones are removed or changed in character;
4. Conduct regular assessments on the impact and exposure of the legislation to each area;
5. Conduct compliance audit, reviews, checks or investigation regularly/irregularly;
6. Facilitate the development and continuous improvement of a Company-wide Compliance Management System;
7. Ensure that client (EPC) / customer (PHBS) complaints are attended to and resolved in a timely and satisfactory manner;
8. Oversee the implementation and continuous improvement of compliance structures and processes in place throughout CPW;
9. Act as the Contact Point for all divisions around CPW and to communicate with the regulatory authorities; and
10. Be the focal point for all reports of non-compliance concerns or questions in relation to regulatory compliance issues.
2.4 Managers; i.e. Heads of Departments
i) Managers assume the responsibility for ensuring effective implementation and maintenance of this Policy, and that all employees adhere to the laws, regulations, policies and guidelines that are associated with their designated duties and business or support areas.
ii) Managers are then responsible for the regular reporting of the status of controls, compliance and breaches and their plans for corrective and improvements actions to the Executive Management and the Compliance Manager.
iii) Managers are responsible for ensuring that as new laws/regulations are added/removed or as new regulatory risks are identified or existing ones are removed or changed in character, that their Compliance Database is updated and reported monthly on the compliance risks within their area.
iv) Managers are also responsible for thoroughly reviewing the compliance risk profile of their departments at least once a year as part of business planning and budgeting exercise; this review will consider the completeness of the risks identified, the accuracy of assessments, the continued operations of identified controls and accountabilities and to coordinate the same with the Compliance Manager.
v) Managers, in their respective areas, will be held accountable for violations, breaches or negligence of applicable policies, laws and regulatory requirements and a disciplinary action will be considered and taken accordingly, in concurrence with the Human Resources Department.
2.5 Employees of CPW
All CPW employees:
i) has a responsibility to ensure that his/her own activities and those of other colleagues comply with all applicable laws;
ii) are required to familiarize themselves and comply with all relevant legislations;
iii) are expected to familiarize themselves with internal policies concerning regulatory compliance with specific areas of legislation that affect their division area;
iv) are required to perceive breaches and violations as against their personal standards and professional ethics;
v) must report any breaches, violations, risks, incidents and complaints, as appropriate;
vi) must refer to the relevant internal policy before they act if uncertain as to what is the regulatory compliance action on a given case or situation;
vii) must receive/seek and apply the training and practices communicated to them by the Management; and
viii) , in their respective areas, will be held accountable for any violation, breach or negligence of applicable policies, laws and regulatory requirements and a disciplinary action will be considered and taken accordingly.
Section I - Approval
Risk Management & CSR Division of CGH approves this Policy Document upon submission by the Compliance Manager and recommendations Managing Director.
Section II. Review
This policy and its related procedures will be reviewed on an annual basis and updated with any relevant changes. Any irregular revisions of the guidelines contained in this Policy must be appropriately reviewed and approved by the Compliance Manager and in collaboration with other internal controllers for approval by Managing Directors.
Section III - Standards of Professionalism
i) Compliance Manager and members are responsible for familiarizing themselves with known Standards of Professionalism and, in turn, to initiate and promote a culture of Professionalism and help establish professional and business ethics and be bound by the same.
ii) This Plan requiring compliance with the law is basically a code of "business ethics" and Best Practices.
iii) Business Ethics sets out the manner and the spirit in which CPW's business is to be conducted in order that CPW may enjoy a reputation for a high standard of professionalism, integrity, ethical and compliant conduct.
Section IV - Record Keeping
i) Originals of all letters that may be received from Regulatory Authorities will be kept in a "Master Files" at the Management's Office. Copies of these letters and regulations will be sent immediately to Compliance Management, Legal Department and the Head of Operations and other concerned area for review/action.
ii) Records will be retained for a minimum of five years or as stipulated by the Law of Myanmar or concerned authorities' directives. The Compliance Manager in consultation with CPW's Legal Department (Currently CGH Legal Department) will jointly determine if longer periods are needed for specific records.
Section V - Update Report
The Compliance Manager shall report biannually to the Managing Director, or on shorter intervals, as needed, a status report showing the position of all matters that are still outstanding with CPW or with CGH, for information and further action.
Section VI - Regulatory Reporting
i) Produced by each reporting division within CPW, the Compliance Manager shall be copied upon submission to CGH to ensure that reporting is done in a timely and adequate manner; he/she must also ensure that policies and procedures are in place to ensure that the information contained in these reports are accurate and represent true activities of CPW in line with CGH’s guidelines and directives and CPW's Management circulars and to conduct a random sample check for further assurance.
ii) The correctness, accuracy and timely reporting shall be main responsibility of the owner(s) of the report.
Section VII - Policy Dissemination
This policy and its related procedures will be distributed company-wide on all CPW employees for dissemination purposes with receipt acknowledged in writing by individual employees for responsibility and accountability.
Section I - Regulatory Environment at CPW
This Policy identifies the following Regulatory Sources that govern CPW's business operations and activities:
i) Myanmar Companies Act,
ii) Rules and Regulations of the Ministry of Commerce,
iii) Rules and Regulations of the Ministry of Finance,
iv) Regulations and directives of the Central Bank of Myanmar,
v) CPW's Articles and Memorandum of Association
vi) CGH's Risk Management Policy
vii) CGH's Policy for an Effective Compliance Management System.
CPW's Company Regulation (respective policies and directives)
Other laws and regulations in regards to CPW's operations inside and outside Myanmar
Other International business codes of industry practices and professional codes of ethics, where applicable; and known business practices
Section II - This Policy is guided by the following documents:
i) Chiyoda Group Compliance Manual 2014 (August version)
ii) Chiyoda Group CSR Handbook (4th Edition, August 2014)