Rakhine Development Corporation Limited

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The “Board of Directors (the board)” is elected by the RDCL’s membership during the Annual General Meeting (AGM). “The board” members usually serve for one year. “The board” consists of the number of directors that should be not less than 9 or not more than 21 directors. The board is RDCL’s overall management team that includes a ‘supervisory or audit committee’ and a ‘RDCL committee’. “The board” has final decision making authority and responsibility for directing and controlling the affairs of RDCL and providing effective and efficient management of overall operation. The board approves policies that direct operational management and delicate the necessary authority to staff so they can fulfill their job responsibilities. Managing Director (MD) is in charge of daily operations. The board supervises MD who reports directly to ‘the board’.
The board members should have a background in business or management. Each board member should be able to access financial condition and operational quality of RDCL. “The board” should not be reliant on operational management to interpret financial data and other information received. “The board” must be independent and able to question about issues they do not understand or unclear.
Each board member should fully understand their duties and responsibilities. They should receive and review a written job description just as an employee would. The duties and responsibilities should be clearly stated in the job description given to all respective job members so that every board member can doubtlessly understand well. Each board member must be a member of ‘founder shareholder group’.

Capabilities for a member of Board of Directors

  • Ability to read and interpret financial statements
  • Knowledge of risk measurement and effective management
  • Familiarity with marketing concepts
  • Ability to work as part of a team
  • Able to commit enough time to successfully complete all the job duties and responsibilities
  • Strong communication skill

Board of Directors' Duties and responsibilities

  • Duties and responsibilities of the Board of Directors include:
  • Attend monthly board and committee meetings, annual general meeting and any special membership meetings.
  • Provide input and participate in decision of the board.
  • Read and evaluate monthly financial reports and other board materials before the meeting.
  • Approve RDCL policy, financial statements, the annual budget, and the business plan.
  • Work with management to develop short and long range planning based on objectives that meet members’ needs and ensure smooth operation.
  • Perform an annual written appraisal of MD based on goals established in the budget and business plan.  
  • Determine the minimum ownership share requirement and the maximum amount of shares that may be owned by one member provided that no member shall hold more than 10,000 shares.
  • Authorize the appropriate investment of RDCL funds.
  • Approve any external borrowings of RDCL.
  • Employ, establish compensation and duties of MD and terminate the MD with due cause.
  • Ensure to keep RDCL’s books and records at a safe and proper place.
  • Approve and make decision to buy insurance for RDCL assets.
  • Plan all annual and special meetings.  
  • Report to the ‘Annual General Meeting’ on the activities occurring since the last meeting, the annual budget, and proposed use of profits for the financial year.
  • Ensure that any weekly board meeting-minutes are in writing and prepared and verified by the secretary. Such minutes shall contain the names of members present, the date, time, and place of meeting and a record of material discussions and all decisions made.
  • Appoint specific committees and task forces as may be necessary to improve the administration of RDCL and its services.
  • Ensure that RDCL’s supervisory and committees are fulfilling their duties and responsibilities.
  • Fill vacancies on the board and supervisory committees until the next ‘Annual General Meeting’.
  • Keep the business of RDCL and its members confidential.
  • To draft the company’s annual budget under the supervision of MD and submit it to the “Ordinary General Meeting”.
  • To draft annual financial statements, under supervision of MD, after the end of every financial year and submit them for approval to the “Ordinary General Meeting”; these include annual income-expenditure report, the balance sheet and the operating results.
  • To initiate all items for discussion in the “General Meeting”.
  • To decide upon the establishment of subsidiary companies and the participation of joint ventures either domestic or foreign.
  • To approve the company’s strategy and business-to-business partnerships.
  • To approve the operation regulations of “Management Committee”.
  • To initiate the approval of the amendment of the RDCL’s regulation.
  • To decide upon the disposal or sale of surplus or obsolete RDCL’s material of any nature, under the terms and conditions of applicable legislation.
  • To decide upon the security of payments, collectables and the company’s assets
  • The board decides upon the appointment of staff as to cover the RDCL’s needs.
  • Furthermore, the board maintains the right upon its decision to allocate profits or optionally safe depositories within the current financial year, provided that a relevant authorization is granted by the general meeting.

President is normally elected by the RDCL membership in the Annual meeting. President has the responsibility to lead RDCL as a Chief on behalf of the Board of Directors (board). He has to provide board policy guidance to MD in order to achieve RDC’s objectives.
The duties and responsibilities of the president are as stated below:

  • To provide leadership to the board and membership.
  • To represent our RDCL as an efficient leader.
  • To support RDCL and its policies.
  • To exercise the governing authority of the board when advise to do so by the board.
  • Make plan for the general meetings, including meeting’s agenda preparation in co-ordination with MD.
  • To act as a key person between the board and MD.
  • To initiate and lead the board to check the process of annual performance review of MD in co-ordination with the vice president.


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