Myanmar

YEAR IN REVIEW

(1 July 2024 to 30 June 2025)

The ESG regulatory landscape in Myanmar has remained largely static.
No progress has been made towards the adoption of a comprehensive ESG disclosure regime (based on international ESG reporting frameworks or otherwise).
It is unclear if beneficial ownership disclosure obligations for the extractive industry will still be enforced in light of Myanmar’s delisting from the Extractive Industries Transparency Initiatve.
The Myanmar Climate Strategy (2018–2030) remains in effect, but no new implementation measures or updates have been announced.
There have been no reported enforcement actions concerning greenwashing and no specific greenwashing legislation has been introduced.

Scroll down or click below for further information on each key theme.

PODCAST OVERVIEW

Please click on the podcast above for a snapshot of the three key themes of ESG reporting, transition planning and greenwashing risks in respect of Myanmar.

KEY CONTACTS

	Minn Naing Oo Managing Director, Allen & Gledhill (Myanmar) Co., Ltd.
	Aye Chan Aung Senior Associate, Allen & Gledhill (Myanmar) Co., Ltd.

A. ESG Reporting

1. Are there legal or regulatory requirements for companies to make ESG disclosures in your jurisdiction?

Yes.

2. What are the key legislative and regulatory sources for ESG disclosure requirements and to whom do they apply?

ESG disclosure requirements primarily apply to companies (i) which possess investment permits / endorsements issued by the Myanmar Investment Commission and are considered to have “a large potential impact on the environment and the local community”; and/or (ii) whose business activities are subject to environmental impact assessments / initial environmental examinations (together, the In-Scope Companies). The requirements include:

The Myanmar Investment Law and the Myanmar Investment Rules (Investment Laws), which require companies subject to environmental and social impact assessments to report their compliance status on a regular basis. Furthermore, such companies are required to submit a compliance report within 3 months after the end of each financial year in the prescribed form to the Myanmar Investment Commission to report on the impact of the approved investments on the environment and local community.
The Environmental Conservation Law and its subordinate legislation, being the Environmental Conservation Rules and the Environment Impact Assessment Procedures (Environmental Conservation Laws), which prescribe the types of business activities subject to prior environmental assessments and set out disclosure requirements for such businesses, including the disclosure of the initial environmental reports and continuous reporting obligations.

Companies listed on the Yangon Stock Exchange (YSX) and public companies having more than 100 shareholders are required to submit a directors’ report annually to the Securities and Exchange Commission (SEC) and the Directorate of Investment and Company Administration (DICA). The directors’ report shall disclose all risks and uncertainties faced by the company, although no specific references to environmental or social related matters are mentioned under the law for making such disclosures. Furthermore, such companies are subject to continuous disclosure requirements to report to the SEC and DICA on any material changes in a timely manner.

As part of Myanmar’s response to the Extractive Industries Transparency Initiative (an organisation that seeks to establish a global standard to promote the open and accountable management of oil, gas and mineral resources), all companies in extractive industries incorporated in Myanmar are required to disclose beneficial owners and whether they are related to any politically exposed person. However, Myanmar was delisted from the Extractive Industries Transparency Initiative in February 2024, and it remains unclear whether DICA continues to enforce these disclosure requirements.

3. Are the requirements mandatory or do they apply on a comply-or-explain basis?

The disclosure requirements specified in section A.2 above are mandatory.

4. Which aspects of ESG do the requirements focus upon?

For In-scope Companies, the focus is on environmental and social aspects.

For financial institutions, the additional focus is on anti-money laundering and anti-bribery.

5. Are the disclosure requirements based on international standards? If so, which one(s)?

The disclosure requirements for In-Scope Companies are not generally based on international standards.

The disclosure requirements relating to beneficial ownership and politically exposed person replicate the corresponding concepts in the Extractive Industries Transparency Initiative Standard 2019.

6. How do the disclosure requirements approach materiality (e.g. single or double materiality)?

The disclosure requirements for In-Scope Companies adopt a double materiality approach whereas a single materiality approach applies to YSX-listed companies and financial institutions.

7. Are there requirements for the disclosure of GHG emissions? If so, please specify the scope (e.g. Scope 1, Scope 2 and/or Scope 3), to whom they apply and whether there are requirements on the measurement methodology.

No.

8.Are there requirements to obtain independent assurance of any ESG disclosures? If so, what is the scope of such requirements? If not, are there plans to introduce such requirements?

No, and we are not aware of any plans by the authorities to introduce such requirements. Where the Ministry of Natural Resources and Environmental Conservation identifies non-compliance with environmental rules by an investor, it has the authority to engage a third-party expert to assess the investor’s compliance status.

9. For companies not subject to mandatory or comply-or-explain ESG reporting, are voluntary ESG disclosures customary?

No, but a YSX-listed company has been making voluntary disclosure of their sustainability practices and initiatives.

10. Has your jurisdiction issued or adopted a taxonomy on sustainable activities? Is it mandatory and what is its scope of application?

No.

11.Are there plans to adopt or incorporate any (other) international ESG reporting framework (e.g. the ISSB Standards and/or the TNFD)? If so, please give details.

No.

12. Other upcoming developments / direction of travel

We are not aware of any recent development in ESG reporting requirements.

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B. Transition Planning

1. Has your jurisdiction set decarbonisation targets and strategies?

Yes - the Myanmar Climate Change Policy formulated by the former government in 2019 mandates the implementation of the Myanmar Climate Strategy (2018-2030), which contains strategies relating to achieving climate resilient and low-carbon energy, transport and industrial systems that support inclusive and sustainable development and economic growth.

2. Are businesses subject to any mandatory carbon pricing or other “polluter pays” instruments (such as ETS, carbon taxes or EPR schemes)? If so, please give details. If not, are there plans to do so?

No.

3. Are there mandatory requirements for companies to have in place and/or disclose climate-related transition plans? If so, please give details. If not, are there plans for such requirements?

No.

4. Are there mandatory requirements to set, meet and/or disclose climate-related targets? If so, please give details. If not, are there plans for such requirements?

No.

5. Other upcoming developments / direction of travel

We are not aware of any recent development in this regard.

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C. Greenwashing Risks

1. Are there any recent examples of legal proceedings, regulatory actions or investigations against or into greenwashing in your jurisdiction?

No. We are not aware of any such legal action taken by the relevant regulators or other stakeholders such as investors within the past five years, based on publicly available information.

2. Are there any laws or regulations specifically dealing with greenwashing?

No. However, the applicable laws (as mentioned in section A.1 above) carry penalties for non-compliance, including fines, regulatory penalties (e.g., revocation of licences) and criminal liabilities.

3. What are the likely grounds on which such proceedings, actions or investigations can be instigated?

The likely grounds include:

disclosure liabilities under investment laws, securities laws and regulations – e.g. providing materially false or misleading information in listing documents or other corporate disclosure documents such as ESG compliance reports / information;
breaches of directors’ duties; and
claims in tort for misrepresentation.

4. Other upcoming developments / direction of travel

We are not aware of any recent development in this regard.

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