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<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Nerve and Drive<br />
The electricity business had its humble beginnings as Central<br />
Electricity Board in 1949 with an initial generation capacity of<br />
40 MW and 2,466 employees serving 45,000 customers. Over<br />
the last five decades, this has grown to a formidable proportion<br />
with <strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> (TNB) established and having<br />
today, over 11,200 MW in installed generation capacity, more<br />
than RM67 billion in assets, over 28,000 employees, and a<br />
customer base of more than seven million. Our infrastructure<br />
is a complete generation, transmission and distribution system<br />
that forms the driving nucleus powering the nation’s progress,<br />
lighting up commerce and the lives of Malaysians.<br />
Today the electrical pulse rendered by TNB is indeed felt<br />
here, there and everywhere. As the nerve and drive of<br />
human mankind’s development, TNB through its workforce,<br />
places its commitment to all touchpoints with full fervour<br />
and dedication. From the break of dawn as reflected on the<br />
front cover of our annual report, TNB remains constant in<br />
its delivery of electricity, serving 24/7 throughout Peninsular<br />
Malaysia and Sabah. And as the country rises to the challenges<br />
of tomorrow, you can be assured that we are always there to<br />
help communities thrive.<br />
<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Corporate<br />
Profile<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> (TNB) is the largest electricity utility in Malaysia with more than RM67.0 billion in assets.<br />
The Company is listed on the main board of Bursa Malaysia and employs approximately 28,000 people to serve a<br />
customer base of over seven million in Peninsular Malaysia and Sabah. TNB plays an integral role in the national,<br />
economic and social prosperity of the country by providing reliable and efficient services.<br />
The Company has earned a reputation for outstanding performance, regionally and globally. TNB is the only Asian<br />
energy company short-listed as one of five finalists for the “Power Company of the Year” in the 2007 Platts Global<br />
Energy Awards.<br />
TNB’s core businesses are in the generation, transmission and distribution of electricity. It has a total installed<br />
generation capacity of about 11,200 MW (including SESB and Kapar Energy Ventures). In Peninsular Malaysia, TNB<br />
contributes to 55 per cent of the total industry capacity through six thermal stations and three major hydroelectric<br />
schemes. TNB also manages and operates a comprehensive transmission network, the National Grid. Spanning the<br />
peninsula, the grid links TNB power stations and IPPs to the distribution network. The grid is also interconnected<br />
to Thailand’s transmission system in the North and Singapore’s transmission system in the South. TNB’s distribution<br />
network is managed through a comprehensive distribution system, customer service centres and call management<br />
centres.<br />
Today, TNB is also involved in diversified activities linked to the power industry. Through subsidiaries, the Company is<br />
in the manufacture of transformers, high voltage switchgears and cables; the provision of professional consultancy<br />
services; architectural, civil and electrical engineering works and services, repair and maintenance; as well as in<br />
research and development; property development; and project management services.<br />
In advancing human capital, Universiti <strong>Tenaga</strong> <strong>Nasional</strong> (UNITEN) has been established to produce well-rounded<br />
competent individuals in various fields. A major part of the Company’s corporate social responsibility in education,<br />
sponsorships and contributions, is channeled through our trust foundation - Yayasan <strong>Tenaga</strong> <strong>Nasional</strong>.<br />
To ensure the Company’s continued service excellence and to support its strategic vision of global leadership,<br />
employee competencies are continuously enhanced through structured programmes. As a responsible corporate<br />
citizen, TNB also places great emphasis on its engagement with the community to ensure society gains and benefits<br />
from our efforts.<br />
<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Key Financial<br />
Highlights<br />
RM FY06 FY07<br />
Revenue 20,384.2 23,320.4<br />
Operating Expenses (16,916.9) (18,371.4)<br />
Other Operating Income 489.3 593.7<br />
Operating Surplus 3,956.6 5,542.7<br />
Finance Cost (1,539.3) (1,305.0)<br />
Transaction Gain/(Loss) (166.4) 33.5<br />
Profit Before Tax & Translation Gain/(Loss) 2,265.5 4,313.6<br />
Net Profit Before Translation Gain 1,635.6 3,608.8<br />
Translation Gain 491.3 452.3<br />
Profit for the period 2,161.7 4,067.6<br />
Profit Attributable to:<br />
Equity Holders 2,126.9 4,061.1<br />
Minority Interests 34.8 6.5<br />
2,161.7 4,067.6<br />
<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Key Corporate<br />
Highlights<br />
Unit Demand Growth + 5.3% - Group<br />
+ 5.5% - TNB<br />
Revenue Growth + 14.4%<br />
Operating Expenses + 8.6% i) 22.5% increase in IPP cost principally<br />
from the additional capacity payments<br />
to Tg. Bin upon commissioning of Units<br />
1 & 2 (Sep’06 and Feb’07 respectively)<br />
ii) Increase in provisions made under<br />
FRS119 for staff benefits<br />
Core Profits + 29.8% Excluding new tariff, forex, deferred tax<br />
writeback and one-off provisions<br />
EBITDA Margin 37.6% 35.7% last year<br />
ROA 6.3% Based on adjusted net profit<br />
Total Debt RM 24.0 bn Reduction from RM27.1 bn as at 31st Agt<br />
2006<br />
Capex RM 5.2 bn i) Completion of carried forward projects<br />
from FY2006<br />
ii) Finalisation of project accounts<br />
iii) Acceleration of projects (especially the<br />
Central Area Reinforcement project)<br />
Iv) System improvement as pledged under<br />
the tariff increase<br />
<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Five-Year Performance<br />
Highlights<br />
2007 2006 2005 2004 2003<br />
Group<br />
Finance (RM’ million)<br />
Total Revenue 23,320.4 20,384.2 18,977.5 17,712.1 16,457.8<br />
Profit Before Taxation and Zakat# 4,765.9 2,756.8 1,818.9 1,482.7 1,648.5<br />
Property, Plant and Equipment 57,382.9 55,201.3 54,721.0 53,443.7 51,768.4<br />
Generation<br />
Group Installed Capacity (MW) 11,514.5* 11,464.8 11,497.8 11,137.5 10,854.5<br />
Sales Of Electricity<br />
Total Units Sold (GWh) 86,545.0 82,214.8 78,933.4 72,921.4 68,254.3<br />
Sales Revenue (RM’ million) 22,384.0 19,707.4 18,326.4 17,219.4 15,973.9<br />
Customers<br />
Total Number of Customers 7,068,329 6,814,523 6,582,374 6,323,719 6,069,561<br />
Employees (Group)<br />
Total Number of Employees 28,822 28,067 27,727 26,989 27,238<br />
Shareholders<br />
Total Number of Bumiputera Shareholders 5,865 5,943 5,971 6,526 6,778<br />
Total Number of Non-Bumiputera Shareholders 17,516 17,318 14,935 15,726 16,471<br />
Total Number of Institutional Shareholders 539 586 577 497 612<br />
Total Number of Foreign Shareholders 1,242 1,067 1,379 715 702<br />
Total Number of Government Agency Shareholders 26 28 35 42 43<br />
Total Number of Nominee Company Shareholders 3,656 3,814 6,080 4,717 2,499<br />
Dividends (Gross) 36.3 sen 14.8 sen 16.2 sen 18.2 sen 12.0 sen<br />
Financial Ratios<br />
Debt-Equity (Net of Cash) Ratio 0.78 1.19 1.69 1.94 2.11<br />
Earnings Per Share - Basic (sen) 94.92 52.52 32.01 26.1 34.1<br />
Net Assets Per Share (sen) 554 470 499 460 449<br />
# The financials for 2003 to 2005 have not been adjusted for the adoption of FRS 101-Presentation of Financial Statements<br />
*(Figure includes TNB, Sabah Electricity Sdn Bhd and Liberty Power Limited)<br />
<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Corporate Award<br />
Highlights<br />
During FY2007, <strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> was recognised with numerous<br />
accolades, awards and honours conferred by both national and international<br />
organisations as well as by leading publications. Here is our Top 20 -<br />
1. TNB, the only Asian energy company short-listed<br />
as one of five finalists for the “Power Company<br />
of the Year” in the 2007 Platts Global Energy<br />
Awards<br />
2. Asiamoney Awards -<br />
• TNB - Best Investor Relations, Malaysia<br />
• TNB - Second Best For Corporate Governance<br />
• TNB - Third Best Asian Investor Relations<br />
Company (excluding Japan)<br />
3. Silver Award presented to Ir Haji Sazali P Abdul<br />
Karim at the International Product and New<br />
Technique Exhibition in Geneva, Switzerland on<br />
22 April 2007<br />
4. IABC Malaysia Silver Quill Awards 2007 by<br />
the International Association of Business<br />
Communicators Malaysia Chapter for TNB’s<br />
Annual Report 2006 awarded in April 2007 -<br />
• Silver Quill for Publication<br />
• Excellence Award for Communication Skills<br />
• Merit Award for Publication Design<br />
5. FinanceAsia’s Best Managed Companies Poll 2007<br />
- TNB among Malaysia’s Top Ten<br />
6. Best Brand Award under Energy and Utility<br />
Corporate Branding at The Brand Laureate on 8<br />
January 2007<br />
7. Occupational Safety and Health Gold Award<br />
2005 to Connaught Bridge Power Station on 8<br />
September 2006<br />
8. Dato’ Izzaddin Idris declared Second Best CFO in<br />
Malaysia by FinanceAsia on 3 September 2007<br />
9. National Annual Corporate Report Awards<br />
(NACRA) Silver Award for Best Design for TNB<br />
Annual Report 2005 awarded on 30 November<br />
2006<br />
10. Gold Award for Best Emerging Contact Center<br />
(Category GLC) for CMC 15454 presented by the<br />
Contact Centre Association of Malaysia on 8<br />
September 2007<br />
11. National Labour Day Celebrations 2007 -<br />
• Anugerah Harapan Majikan Berdaya Saing<br />
kategori Industri Besar<br />
• Anugerah Tokoh Pekerja Lelaki (Bukan<br />
Eksekutif)<br />
• Anugerah Harapan Tokoh Pekerja Lelaki<br />
(Eksekutif)<br />
• Anugerah Harapan Tokoh Pekerja Lelaki<br />
(Bukan Eksekutif)<br />
12. Silver and Bronze Awards at Pecipta ’07 for UNITEN<br />
on 12 August 2007<br />
13. Best Theme Booth Award at the 50 th Merdeka<br />
Expo on 30 August – 2 September 2007 at Putra<br />
World Trade Centre, Kuala Lumpur<br />
14. League Champion in the TNB-Malaysia Hockey<br />
League 2007<br />
15. MECD Award - Ministry of Entrepreneur and Cooperative<br />
Development on 26 August 2007<br />
16. Ministry of Human Resource 2007 Award for<br />
Institut Latihan TNB-ILSAS for Best Training<br />
Provider category<br />
17. Champion in the National ICC Convention 2006<br />
from 19-21 September 2006<br />
18. 5S certification awarded to Yayasan <strong>Tenaga</strong><br />
<strong>Nasional</strong> (YTN) by National Productivity Council<br />
(NPC)<br />
19. National 5S Practice Award 2006 under Open<br />
Category (Service) awarded to SJ Tuanku Ja’afar,<br />
Port Dickson on 29 November 2006<br />
20. 5S certification from NPC to SJ Connaught Bridge<br />
(SJJC), Klang on 18 September 2006<br />
<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Corporate Report<br />
Contents<br />
3Corporate Profile<br />
TNB’s core businesses are in<br />
the generation, transmission<br />
and distribution of electricity<br />
16<br />
Statement<br />
Accompanying Notice of<br />
AGM<br />
Four Directors are seeking<br />
re-election at the 17 th<br />
Annual General Meeting<br />
78<br />
Group Corporate Structure<br />
A quick display of Associated/<br />
Investment Companies, Trust<br />
Foundation and Subsidiaries<br />
as at October 2007<br />
104<br />
Group Executive<br />
Council Committee<br />
The Group Executive Council<br />
Committee (GECC) plays a<br />
key role in reviewing the<br />
Group’s policies, strategies<br />
and procedures, overall<br />
performance of the Group<br />
214<br />
Corporate Calendar<br />
A summary of the corporate<br />
activities at TNB during<br />
FY2007<br />
4Key Financial Highlights<br />
Profit Before Tax and<br />
Translation Gain/(loss)<br />
reported in RM4,313.6<br />
million for FY2007 compared<br />
with RM2,265.5 million in<br />
FY2006<br />
17<br />
Operational Statistics<br />
Statistics provided for Sales<br />
of Electricity, Number of<br />
Customers by Classification<br />
Group, TNB Generation Mix,<br />
TNB Installed Capacity, and<br />
more<br />
80<br />
Organisational Structure<br />
TNB’s Corporate Social<br />
Responsibility (CSR) policy is<br />
founded on philanthropy in<br />
key areas such as education,<br />
sports, the environment and<br />
helping the underprivileged<br />
105<br />
Energy Supply<br />
Committee<br />
This Committee endorses<br />
and approves all power<br />
system development plans<br />
and proposals for TNB in<br />
Peninsular Malaysia, and<br />
for SESB in Sabah, prior to<br />
submission to TNB Board<br />
222<br />
Financial Calendar<br />
Financial activities during<br />
the year under review<br />
5Key Corporate Highlights<br />
Total Debt reduced to<br />
RM24.0 billion from<br />
RM27.1 billion as at 31<br />
August 2006<br />
18<br />
Corporate Performance<br />
Charts<br />
Charts displaying Profit<br />
Before Tax and Net Profit<br />
for both Group and<br />
Company; Property, Plant and<br />
Equipment for the Group<br />
82<br />
Corporate Information<br />
Details of Board of Directors,<br />
Board Audit Committee,<br />
Board Nomination and<br />
Remuneration Committee,<br />
Company Secretaries, Share<br />
Registrar, Principal Bankers,<br />
etc<br />
106<br />
Group Executive<br />
Management Committee<br />
The Group Executive<br />
Management Committee<br />
(GEMC) facilitates better<br />
coordination and effective<br />
interaction between the<br />
Company and its group of<br />
companies.<br />
6Five-Year Performance<br />
Highlights<br />
Clear analysis from 2003-<br />
2007 covering Finance,<br />
Generation, Sales of Electricity,<br />
Customers, Employees (Group),<br />
Shareholders, Dividends and<br />
Financial Ratios<br />
22<br />
Chairman’s Letter To<br />
Shareholders<br />
Achievements are testament<br />
of our commitment to<br />
the GLC Transformation<br />
efforts advocated by the<br />
Government<br />
84<br />
Board of Directors<br />
Pictorial Portfolio of the<br />
Board of Directors of TNB<br />
110<br />
Operations Review<br />
FY2007 was a great year that<br />
saw our 28,000 employees<br />
living the brand through our<br />
T7 and SE 10/10 strategies<br />
Part II<br />
Financial Statements<br />
Analysis of Shareholdings<br />
Analysis of Convertible Redeemable Income Securities<br />
2004-2009 (“CRIS”) Holdings<br />
Share Price Tracking<br />
Properties List<br />
Proxy Form<br />
<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Corporate Report Contents<br />
7Corporate Award Highlights<br />
TNB was recognised with<br />
numerous accolades, awards<br />
and honours conferred<br />
by both national and<br />
international organisations<br />
38<br />
President/CEO Review<br />
Our meaningful progress in<br />
operations and financials for<br />
FY2007, has us well positioned<br />
to continue to perform in this<br />
culture and to accelerate our<br />
efforts<br />
86<br />
Profile of Board of<br />
Directors<br />
Detailed essays of the<br />
profile of TNB’s Board of<br />
Directors<br />
190<br />
Other Services<br />
TNB executes a major<br />
part of its corporate social<br />
responsibility through a<br />
trust body, Yayasan <strong>Tenaga</strong><br />
<strong>Nasional</strong> (YTN), mainly in<br />
education sponsorships and<br />
welfare contributions<br />
10<br />
Vision and Mission<br />
To be among the leading<br />
corporations in energy and<br />
related businesses globally<br />
54<br />
Corporate Social<br />
Responsibility<br />
Our meaningful progress in<br />
operations and financials<br />
for FY2007, has us well<br />
positioned to continue to<br />
perform in this culture and<br />
to accelerate our efforts<br />
91<br />
Board Audit Committee<br />
Report<br />
The BAC Chairman submits<br />
a report on matters<br />
deliberated to the Board<br />
of Directors after each<br />
BAC meeting<br />
198<br />
Statement of Occupational<br />
Safety and Health<br />
TNB has put in place<br />
a comprehensive OSH<br />
management system base<br />
which resulted in certain<br />
stations being recognised<br />
and awarded prestigious<br />
OSH awards<br />
11<br />
FY2007 Core Revenue<br />
Revenue at RM23,320.4<br />
million for FY2007 compared<br />
with RM20,384.2 million for<br />
FY2006<br />
62<br />
Statement of Corporate<br />
Governance<br />
During the year, the Board<br />
had announced a dividend<br />
policy for the Company for<br />
the purpose of providing<br />
a stable and sustainable<br />
dividends to shareholders<br />
94<br />
Terms of Reference of the<br />
Board Audit Committee<br />
The function and authority<br />
of the BAC extends to TNB<br />
and all its subsidiaries,<br />
joint-ventures and associates<br />
where management<br />
responsibility is vested<br />
204<br />
Statement of Environment<br />
TNB is committed to<br />
achieving excellence in<br />
environmental management.<br />
12<br />
Notice of 17 th Annual<br />
General Meeting<br />
Thursday, 13 December<br />
2007, at 10.00 am at Dewan<br />
Serbaguna, Kompleks Sukan<br />
TNB, Jalan Pantai Baru, 59200<br />
Kuala Lumpur<br />
76<br />
Recurrent Related Party<br />
Transactions<br />
At the 16 th AGM of TNB held on<br />
14-12-2006, the shareholders<br />
had approved and ratified<br />
all recurrent related party<br />
transactions (RRPT) of a<br />
revenue or trading nature<br />
100<br />
Statement of Internal<br />
Control<br />
The Board has established<br />
an appropriate framework<br />
and on-going processes for<br />
identifying, evaluating and<br />
managing the significant<br />
risks faced by the Group<br />
208<br />
Enterprise-Wide Risk<br />
Management<br />
TNB recognises that<br />
effective risk management<br />
is the key element in the<br />
Company’s overall strategy<br />
with a focus on the ongoing<br />
implementation of<br />
an Enterprise-Wide-Risk<br />
Management (EWERM)<br />
framework<br />
<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Vision<br />
To be among the leading corporations in<br />
energy and related businesses globally<br />
Mission<br />
We are committed to excellence<br />
in our products and services<br />
10<br />
<strong>Tenaga</strong> Annual <strong>Nasional</strong> Report 2007 <strong>Berhad</strong> <strong>Tenaga</strong> Annual <strong>Nasional</strong> Report <strong>Berhad</strong> 2007
FY2007<br />
Core Revenue<br />
Peninsular Malaysia 88.7%<br />
Deferred Income 1.4%<br />
SESB 3.5%<br />
EGAT 1.8%<br />
Goods & Services 2.6%<br />
LPL 2.0%<br />
}<br />
3.8%<br />
FY2007 Total RM23,320.4 million<br />
FY2006 Total RM20,384.2 million<br />
11<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Notice Of<br />
17 th Annual General Meeting<br />
NOTICE IS HEREBY GIVEN THAT the Seventeenth Annual General<br />
Meeting of <strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> will be held on Thursday, 13<br />
December 2007, at 10.00 a.m. at Dewan Serbaguna, Kompleks<br />
Sukan TNB, Jalan Pantai Baru, 59200 Kuala Lumpur to transact<br />
the following businesses:<br />
AS ORDINARY BUSINESS:-<br />
1. To lay before the meeting the Audited Financial<br />
Statements together with the reports of the<br />
Directors and Auditors thereon for the Financial<br />
Year ended 31 August 2007.<br />
Ordinary Resolution 1<br />
2. To approve the declaration of final gross dividend<br />
of 16.3 sen per ordinary share less tax for the<br />
Financial Year ended 31 August 2007.<br />
Ordinary Resolution 2<br />
3. To approve the payment of Directors’ fees for the<br />
Financial Year ended 31 August 2007.<br />
Ordinary Resolution 3<br />
4. To re-elect the following Directors who retire in<br />
accordance with Article 135 of the Company’s<br />
Articles of Association:-<br />
(i) Dato’ Sri Che Khalib bin Mohamad Noh;<br />
Ordinary Resolution 4<br />
(ii) Tan Sri Dato’ Lau Yin Pin @ Lau Yen Beng.<br />
Ordinary Resolution 5<br />
5. To re-elect the following Directors who retire in<br />
accordance with Article 133 of the Company’s<br />
Articles of Association:-<br />
(i) Dato’ Fuad bin Jaafar;<br />
Ordinary Resolution 6<br />
(ii) Mohammad Zainal bin Shaari.<br />
Ordinary Resolution 7<br />
6. To re-appoint Messrs PricewaterhouseCoopers,<br />
having consented to act, as Auditors of the<br />
Company, to hold office until the conclusion of<br />
the next Annual General Meeting (“AGM”) and to<br />
authorise the Directors to fix their remuneration.<br />
Ordinary Resolution 8<br />
AS SPECIAL BUSINESS:-<br />
To consider and if thought<br />
fit, to pass the following<br />
Ordinary Resolutions:-<br />
7. PROPOSED RENEWAL OF SHAREHOLDERS’<br />
MANDATE FOR RECURRENT RELATED PARTY<br />
TRANSACTIONS (“RRPT”) OF A REVENUE OR<br />
TRADING NATURE ENTERED WITH PERSONS<br />
CONNECTED TO A MAJOR SHAREHOLDER OF TNB,<br />
DETAILS OF WHICH ARE SET OUT IN APPENDIX II<br />
OF THE CIRCULAR TO SHAREHOLDERS.<br />
“THAT the mandate granted by the shareholders<br />
of the Company at the AGM of the Company held<br />
on 14 December 2006 pursuant to paragraph 10.09<br />
of the Listing Requirements of Bursa Securities<br />
(“Listing Requirements”) be and is hereby renewed<br />
to authorise the Company and its subsidiaries<br />
(“the Group”) to enter into the specified RRPT as<br />
set out in Section 1 of Appendix II of the Circular<br />
to Shareholders with persons connected to a<br />
Major Shareholder of TNB as mentioned therein<br />
which are necessary for the Group’s day-to-day<br />
operations subject to the following:<br />
12<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Notice Of 17 th Annual General Meeting<br />
(i)<br />
the transactions are in the ordinary course<br />
of business and are on terms not more<br />
favourable to the related parties than those<br />
generally available to the public and are not<br />
to the detriment of the minority shareholders;<br />
and<br />
(ii) disclosure of the aggregate value of<br />
transactions relating to the proposed<br />
renewal of shareholders’ mandate for RRPT<br />
of a revenue or trading nature entered with<br />
persons connected to a Major Shareholder of<br />
TNB conducted during a Financial Year will<br />
be made in the annual report for the said<br />
Financial Year.<br />
AND THAT such authority<br />
conferred by the renewed<br />
mandate shall continue to<br />
be in force until:<br />
(i)<br />
the conclusion of the Eighteenth AGM of the<br />
Company following the forthcoming AGM at<br />
which the proposed renewal of shareholders’<br />
mandate for RRPT of a revenue or trading<br />
nature entered with persons connected to<br />
a Major Shareholder of TNB is approved, at<br />
which time it will lapse, unless the mandate<br />
is renewed by a resolution passed at the<br />
Eighteenth AGM;<br />
(ii) the expiration of the period within which the<br />
Eighteenth AGM after that date is required<br />
to be held pursuant to Section 143(1) of the<br />
Companies Act, 1965 (“Act”) [but shall not<br />
extend to such extension as may be allowed<br />
pursuant to Section 143(2) of the Act]; or<br />
(iii) revoked or varied by a resolution passed<br />
by the shareholders in a general meeting,<br />
whichever is the earlier.<br />
AND THAT the Board be and is hereby authorised<br />
to complete and do all such acts and things as they<br />
may consider expedient or necessary to give effect<br />
to the proposed renewal of shareholders’ mandate<br />
for RRPT of a revenue or trading nature entered<br />
with persons connected to a Major Shareholder of<br />
TNB.”<br />
Ordinary Resolution 9<br />
8. PROPOSED SHAREHOLDERS’ MANDATE FOR RRPT<br />
OF A REVENUE OR TRADING NATURE ENTERED<br />
WITH PERSONS CONNECTED TO A DIRECTOR<br />
AND A MAJOR SHAREHOLDER OF TNB, DETAILS<br />
OF WHICH ARE SET OUT IN APPENDIX II OF THE<br />
CIRCULAR TO SHAREHOLDERS.<br />
“THAT the Group be and is hereby authorised to<br />
enter into the specified RRPT as set out in Section<br />
2 of Appendix II of the Circular to Shareholders<br />
with the persons connected to a Director and a<br />
Major Shareholder of TNB as mentioned therein<br />
which are necessary for the Group’s day-to-day<br />
operations subject to the following:<br />
(i)<br />
the transactions are in the ordinary course<br />
of business and are on terms not more<br />
favourable to the related parties than those<br />
generally available to the public and are not<br />
to the detriment of the minority shareholders;<br />
and<br />
(ii) disclosure of the aggregate value of<br />
transactions relating to the proposed<br />
shareholders’ mandate for RRPT of a<br />
revenue or trading nature entered with<br />
persons connected to a Director and a Major<br />
Shareholder of TNB conducted during a<br />
Financial Year will be made in the annual<br />
report for the said Financial Year.<br />
AND THAT such authority<br />
conferred by the above<br />
mandate shall continue to<br />
be in force until:<br />
(i)<br />
the conclusion of the Eighteenth AGM of the<br />
Company following the forthcoming AGM at<br />
which the proposed shareholders’ mandate<br />
for RRPT of a revenue or trading nature<br />
entered with persons connected to a Director<br />
and a Major Shareholder of TNB is approved,<br />
at which time it will lapse, unless the mandate<br />
is renewed by a resolution passed at the<br />
Eighteenth AGM;<br />
(ii) the expiration of the period within which the<br />
Eighteenth AGM after that date is required<br />
to be held pursuant to Section 143(1) of the<br />
Act [but shall not extend to such extension as<br />
may be allowed pursuant to Section 143(2) of<br />
the Act]; or<br />
(iii) revoked or varied by resolution passed by the<br />
shareholders in a general meeting whichever<br />
is the earlier.<br />
AND THAT the Board be and is hereby authorised<br />
to complete and do all such acts and things as<br />
they may consider expedient or necessary to give<br />
effect to the proposed shareholders’ mandate<br />
for RRPT of a revenue or trading nature entered<br />
with persons connected to a Director and a Major<br />
Shareholder of TNB.”<br />
Ordinary Resolution 10<br />
13<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Notice Of 17 th Annual General Meeting<br />
9. Specific authority for the Directors to issue shares<br />
pursuant to the Employees’ Share Option Scheme<br />
II<br />
“THAT pursuant to the TNB Employees’ Share<br />
Option Scheme II (“ESOS II”) as approved at the<br />
Extraordinary General Meeting (“EGM”) of the<br />
Company held on 29 May 2003, approval be and is<br />
hereby given to the Directors to issue shares in the<br />
Company at any time and in accordance with the<br />
terms and conditions of the said scheme.”<br />
Ordinary Resolution 11<br />
10. General authority for the Directors to issue shares<br />
pursuant to Section 132D, Companies Act, 1965<br />
“THAT pursuant to Section 132D of the Act, full<br />
authority is hereby given to the Directors to issue<br />
shares in the capital of the Company at any time<br />
until the conclusion of the next AGM and upon<br />
such terms and conditions and for such purposes<br />
as the Directors may, in their absolute discretion,<br />
deem fit provided that the aggregate number of<br />
shares to be issued pursuant to this Resolution<br />
does not exceed ten per cent (10%) of the issued<br />
share capital of the Company for the time being,<br />
subject to the provision of the Act, Articles of<br />
Association of the Company and approval from<br />
the Bursa Malaysia Securities <strong>Berhad</strong> and all the<br />
relevant regulatory bodies where such approval is<br />
necessary.”<br />
Ordinary Resolution 12<br />
AND THAT the Board be and is hereby authorised to<br />
do all such acts, deeds and things as are necessary<br />
and/or expedient in order to give full effect to<br />
the Proposed Amendments with full powers to<br />
assent to any conditions, modifications and/or<br />
amendments as may be required by any relevant<br />
authorities or third parties.”<br />
Special Resolution 1<br />
12. To transact any other business of which due notice<br />
shall have been given in accordance with the Act.<br />
BY ORDER OF THE BOARD<br />
NOR ZAKIAH BINTI ABDUL GHANI (LS 0008795)<br />
WAN MARZIMIN BIN WAN MUHAMMAD (LS 0009013)<br />
Company Secretaries<br />
Kuala Lumpur<br />
21 November 2007<br />
To consider and if thought<br />
fit, to pass the following<br />
Special Resolution:-<br />
11. PROPOSED AMMENDMENTS TO THE COMPANY’S<br />
ARTICLES OF ASSOCIATION:-<br />
“THAT the Company’s Articles of Association be<br />
altered, modified, added and deleted:-<br />
(a) in the form and manner as set out in the<br />
Appendix I of the Circular to Shareholders<br />
dated 21 November 2007;<br />
(b) by the re-arrangement of the definitions set<br />
out in Article 1(2) of the Articles of Association<br />
(as altered, modified, added and deleted), in<br />
alphabetical order; and<br />
(c)<br />
by the substitution throughout the Articles<br />
of Association, of the defined term “Bursa<br />
Securities”, with the defined term “the<br />
Exchange” as appropriate (“Proposed<br />
Amendments”);<br />
14<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Notice Of 17 th Annual General Meeting<br />
EXPLANATORY NOTES ON SPECIAL BUSINESS<br />
(i)<br />
Ordinary Resolution 9 and 10 : Details on the Proposed Renewal of Shareholders’ Mandate and Proposed<br />
Shareholders’ Mandate for RRPT of a revenue or trading nature which are in the ordinary course of business as<br />
mentioned above are set out in the Circular to Shareholders dated 21 November 2007.<br />
(ii) Ordinary Resolution 11 : Power for the Directors to issue shares pursuant to the ESOS II.<br />
The proposed Ordinary Resolution, if passed, is to empower the Directors to issue shares in the Company<br />
pursuant to the terms and conditions of the ESOS II, which was approved at the EGM of the Company held on<br />
29 May 2003.<br />
(iii) Ordinary Resolution 12 : Power to issue shares pursuant to Section 132D, of the Act.<br />
The proposed Ordinary Resolution, if passed, is to give the Directors of the Company flexibility to issue and<br />
allot shares for such purposes as the Directors in their absolute discretion consider to be in the interest of the<br />
Company, without having to convene a general meeting. This authority will expire at the next AGM of the<br />
Company.<br />
(iv) Special Resolution 1: Details on the Proposed Amendments to the Articles of Association as mentioned above<br />
are set out in the Circular to Shareholders dated 21 November 2007.<br />
Notes:-<br />
Registration of Members/Proxies<br />
Registration of Members/Proxies attending the Meeting will be from 7.00 a.m. on the day of the Meeting. Members/<br />
Proxies are required to produce identification documents for registration.<br />
Proxy<br />
(i)<br />
Any member entitled to attend and vote at this Meeting of the Company is entitled to appoint a proxy to<br />
attend and vote in his stead. A proxy need not be a member of the Company.<br />
(ii) The instrument appointing a proxy shall be in writing under the hand of the appointer or of his attorney duly<br />
appointed under a power of attorney. Where the instrument appointing a proxy/proxies is executed by a<br />
corporation, it shall be executed either under its common seal or under the hand of any officer or attorney duly<br />
appointed under a power of attorney.<br />
(iii) Pursuant to Article 105(4) of the Company’s Articles of Association, a member is entitled to appoint not more<br />
than two proxies, and where a member appoints two proxies, the appointment shall be invalid unless the<br />
percentage of the holding to be represented by each proxy is specified.<br />
(iv) A corporation which is a member, may by resolution of its Directors or other governing body authorise such<br />
person as it thinks fit to act as its representative at the Meeting, in accordance with Article 107(6) of the<br />
Company’s Articles of Association.<br />
(v)<br />
The instrument appointing a proxy/proxies must be deposited at Symphony Share Registrars Sdn. Bhd., Level<br />
26, Menara Multi-Purpose, Capital Square, No. 8, Jalan Munshi Abdullah, 50100 Kuala Lumpur not less than<br />
forty-eight (48) hours before the time set for the Meeting.<br />
Additional Information on Ordinary Resolutions 4 to 6<br />
Additional Information on the Particulars of the retiring Directors, as required under Appendix 8A of the Listing<br />
Requirements are detailed out in the Annual Report.<br />
15<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Statement Accompanying<br />
Notice Of Annual General Meeting<br />
Pursuant To Paragraph 8.28 (2) Of The Listing Requirements Of<br />
Bursa Malaysia Securities <strong>Berhad</strong><br />
The Directors Who Are Standing For Re-election At The 17 th<br />
Annual General Meeting<br />
(a)<br />
(b)<br />
Directors retiring pursuant to Article 135 of the<br />
Company’s Articles of Association:-<br />
• Dato’ Sri Che Khalib bin Mohamad Noh;<br />
• Tan Sri Dato Lau Yin Pin @ Lau Yen Beng.<br />
Directors retiring pursuant to Article 133 of the<br />
Company’s Articles of Association:-<br />
• Dato’ Fuad bin Jaafar;<br />
• Encik Mohammad Zainal bin Shaari.<br />
The details of the four (4) Directors seeking re-election<br />
are set out in their respective profiles which appear in<br />
the Directors’ profiles on pages 86 to 90 of this Annual<br />
Report.<br />
The details of any interest in the securities of the<br />
Company or its subsidiaries (if any) held by the said<br />
Directors are stated on page 4 of the Audited Financial<br />
Statements of the Annual Report.<br />
16<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Operational<br />
Statistics<br />
Sales Of Electricity (GWh) Group<br />
Sales Of Electricity (RM’ Million) Group<br />
Number Of Customers By<br />
Classification Group<br />
Industrial 45.40% (39,289.1 GWh)<br />
Commercial 30.42% (26,323.3 GWh)<br />
Domestic 18.55% (16,051.8 GWh)<br />
Agriculture 0.19% (165.6 GWh)<br />
Mining 0.04% (34.4 GWh)<br />
Public Lighting 1.07% (926.9 GWh)<br />
Export 2.82% (2,443.7 GWh)<br />
Others (TNB LPL) 1.51% (1,310.2 GWh)<br />
Industrial 41.44% (RM9,275.3 million)<br />
Commercial 36.08% (RM8,075.5 million)<br />
Domestic 17.58% (RM3,935.0 million)<br />
Agriculture 0.22% (RM49.7 million)<br />
Mining 0.02% (RM5.6 million)<br />
Public Lighting 0.73% (RM162.4 million)<br />
Export 1.84% (RM412.4 million)<br />
Others (TNB LPL) 2.09% (RM468.1 million)<br />
Industrial 0.3906% (27,613 )<br />
Commercial 15.7637% (1,114,230 )<br />
Domestic 83.1915% (5,880,250 )<br />
Agriculture 0.0111% (782 )<br />
Mining 0.0002% (14 )<br />
Public Lighting 0.6429% (45,440 )<br />
TNB Generation Mix<br />
(National Grid)<br />
TNB Installed Capacity (National Grid)<br />
TNB Installed Capacity including IPPs<br />
(National Grid)<br />
Hydro 10.9% (4,945.9 GWh)<br />
Conventional Thermal (Coal) 36.9% (16,816.3 GWh)<br />
Conventional Thermal (Oil & Gas) 7.4% (3,361.3 GWh)<br />
Combined Cycle 41.0% (18,650.4 GWh)<br />
Gas Turbine 3.8% (1,740.0 GWh)<br />
Hydro 17.6% (1,910.5 MW)<br />
Conventional Thermal (Coal) 33.9% (3,670 MW)<br />
Conventional Thermal (Oil and Gas) 7.7% (840 MW)<br />
Combined Cycle 25.5% (2,762 MW)<br />
Gas Turbine 15.3% (1,653 MW )<br />
Hydro 9.7% (1,910.5 MW)<br />
Conventional Thermal (Coal) 18.6% (3,670 MW)<br />
Conventional Thermal (Oil and Gas) 4.2% (840 MW)<br />
Combined Cycle 14.0% (2,762 MW)<br />
Gas Turbine 8.4% (1,653 MW )<br />
IPPs 45.1% (8,887.4 MW )<br />
17<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Corporate Performance<br />
Charts<br />
Profit Before Tax# And Net Profit (Group)<br />
Profit Before Tax And Net Profit (Company)<br />
Property, Plant and Equipment (Group)<br />
# The financials for 2003 to 2005 have not been adjusted for the adoption of FRS 101-Presentation of Financial Statements<br />
18<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Corporate Performance Charts<br />
Productivity (Group)<br />
Maximum Demand Trend<br />
15,000<br />
12,000<br />
19<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
20<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Generating National, Economic<br />
and Social Progress<br />
21<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
We are<br />
strenghtening<br />
our initiatives and<br />
constantly looking at<br />
ways to improve our<br />
customer services<br />
TAN SRI LEO MOGGIE<br />
Chairman<br />
22<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Chairman’s Letter<br />
To Shareholders<br />
On behalf of the Board of Directors of <strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong><br />
(TNB), I take great pride in reporting that Financial Year 2007<br />
was a year of notable achievements for the Group. Despite<br />
the many challenges faced by the local energy industry for the<br />
year under review, TNB rose to the occasion. The Group posted a<br />
record net profit of RM3,608.8 million before foreign exchange<br />
translation gains. We also exceeded most of our targeted Headline<br />
Key Performance Indicators (KPIs) and company-wide initiatives.<br />
These achievements are testament of our commitment to the<br />
GLC Transformation efforts advocated by the Government.<br />
The year under review saw TNB recording our best ever Unplanned Outage Rate at 2.2 per cent,<br />
which surpassed the global industry’s benchmark of 4.0 per cent. Gearing was reduced to 49.9 per<br />
cent, while Transmission and Distribution losses narrowed to 10.0 per cent. Our Distribution SAIDI<br />
reduced to a double-digit of 83 minutes, an achievement which deservedly positions TNB amongst<br />
the best utility companies in the world.<br />
Our accomplishments in FY2007 will help us maintain our operational and financial performance<br />
next year as expected by our stakeholders. We shall remain focused on strengthening our financial<br />
fundamentals, improving our operational performance and providing high quality and reliable<br />
services to all our customers.<br />
23<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Chairman’s Letter To Shareholders<br />
“Lighting up retail malls”<br />
24<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Chairman’s Letter To Shareholders<br />
Financials<br />
The Group recorded a 14.4 per cent growth in revenue to RM23,320.4 million in<br />
FY2007 from RM20,384.2 million in FY2006. This was driven by various factors<br />
such as the implementation of the new tariff structure which took effect in<br />
the middle of last year, foreign exchange translation gains and a 5.3 per cent<br />
increase in electricity demand. EBITDA increased to 37.6 per cent compared<br />
to 35.7 per cent last year while net profit increased by 90.9 per cent from<br />
RM2,126.9 million to RM4,061.1 million.<br />
During the year, the Board announced a dividend policy for the purpose of<br />
providing stable and sustainable dividends to shareholders while maintaining<br />
an efficient capital structure and ensuring sufficient funding for future growth.<br />
Under this policy, TNB will distribute 40-60 per cent of the Company’s annual<br />
free cash flow as dividends. As such, the Board of Directors is recommending<br />
a final gross dividend of 16.3 sen per ordinary share less income tax of 26 per<br />
cent to shareholders of the Company. Together with the interim dividend of<br />
RM632 million, the total dividend declared for this Financial Year amounts to<br />
an estimated RM1,154.5 million.<br />
Customer Focus<br />
Customers being our priority, TNB is proud of our role in providing an integral<br />
service to the more than seven million households and business customers<br />
across the country. We are strengthening our initiatives and constantly looking<br />
at ways to improve our services.<br />
One of the efforts being taken to improve customer service is by enhancing the<br />
image and quality of our service outlets, currently known as “Kedai <strong>Tenaga</strong>”.<br />
Meanwhile, on-going initiatives are undertaken to train our front line<br />
employees to be more professional, efficient, courteous and friendly. These<br />
include our “Service with a Smile” campaign and the introduction of new<br />
corporate uniforms for our counter staffs.<br />
An FAQ booklet was also produced to assist and guide our counter staffs<br />
on prompt and proper response to customers’ enquiries. Access to our<br />
Call Management Centre (CMC) has also been further expanded with the<br />
introduction of TNB’s SMS CareLine 15454 which provides another quick and<br />
easy channel to submit reports on electricity breakdowns to our call center.<br />
25<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Chairman’s Letter To Shareholders<br />
“Lighting up the city”<br />
Industry Development<br />
In view of the rising cost of fuels and the challenges facing the power industry, TNB will continue to work closely and<br />
strategically with the Government and relevant regulatory bodies on the gradual unwinding of the cross-subsidy<br />
embedded in the tariff structure. This includes the setting up of a mechanism to pass through uncontrollable costs,<br />
in order to ensure that the impact to the general consumers will be gradual and minimal.<br />
The Financial Year saw a new Independent Power Producer (IPP) Tanjung Bin joining the energy industry with a<br />
capacity of 2,100 MW. As the sole purchaser and grid operator in Peninsular Malaysia, TNB will maintain a strategic<br />
relationship with all IPPs to ensure reliability of supply to customers.<br />
An equity stake has been offered to TNB to participate in the company involved in the transmission of electricity<br />
generated from Bakun in Sarawak. Any consideration of TNB’s involvement will be made based on the additional<br />
capacity requirement in Peninsular Malaysia and also subject to further feasibility studies.<br />
The Company will continue to support the Government’s target of achieving 500 MW capacity from renewable energy<br />
sources and to conform with the Kyoto Protocol’s Clean Development Mechanism to promote efficient renewable<br />
energy development. TNB has agreed to pay a higher price for the renewable energy it purchases. Nevertheless,<br />
renewable energy purchase agreements will be structured in such a way to ensure fairness and commercial viability<br />
to all parties.<br />
26<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Chairman’s Letter To Shareholders<br />
Energy Efficiency<br />
Increasing energy efficiency is one of the efforts undertaken by TNB to reduce wastage and help meet the demand<br />
for electricity in the country. A continuous and reliable supply of electricity is essential for Malaysia to achieve<br />
its economic goals under the 9 th Malaysian Plan. Although currently TNB has an excess reserve margin, in time<br />
this margin will quickly diminish to a figure more reflective of our prudent utility practice. Hence, even though<br />
encouraging customers to be efficient in their energy usage conflicts with the Company’s earning goals, TNB will<br />
continue to engage and educate our customers on the importance of using electricity wisely and efficiently.<br />
Within this context, Demand Side Management (DSM) has become an increasingly important component of the<br />
resource mix that TNB can apply to meet growing system requirements. Constant dialogues are also conducted with<br />
our industrial customers on the intelligent use of energy through the adoption of smart energy systems such as<br />
energy efficient lightings and programmable thermostats. Strategic conservation will help reduce power fluctuations<br />
and increase stability of the system.<br />
27<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Chairman’s Letter To Shareholders<br />
Corporate Governance<br />
TNB remains committed to improving our corporate governance practices<br />
and to ensuring that the highest standards of governance culture are<br />
practiced throughout the Group. Risk management initiatives within<br />
TNB will be strengthened continuously to ensure TNB is able to respond<br />
effectively to the constantly changing business environment and thus<br />
able to protect and enhance our stakeholders’ value.<br />
The Code of Ethics, which was launched in July 2007, further enhanced the<br />
existing framework for effective corporate governance. It encompasses<br />
best practices, which set the manner in which the Company is governed,<br />
expressly with high ethical standards and uncompromising integrity.<br />
The Limits of Authority (LOA) Manual was also established. The LOA<br />
Manual, which is a fundamental and integral component of TNB’s Group<br />
Financial Control and Risk Management Framework, contains both<br />
the monetary and non-monetary limits of authority. The manual will<br />
promote greater managerial discipline, accountability and transparency<br />
in the performance of identified operational and management decisionmaking<br />
activities.<br />
A whistle blowing procedure has also been established to act as a<br />
mechanism for internal and external parties to channel their complaints<br />
or to provide information on fraud, wrongdoings or non-compliance<br />
to any rules or procedures by an employee of TNB. This procedure also<br />
functions as an internal control mechanism, allowing for effective action<br />
to be taken and providing preventive measures to ensure that the<br />
integrity of the Company is maintained.<br />
28<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Chairman’s Letter To Shareholders<br />
“As we grow,<br />
we are staying<br />
true to our roots<br />
as a company<br />
embedded in the<br />
communities we<br />
serve”<br />
29<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Chairman’s Letter To Shareholders<br />
Prospects and Challenges<br />
Of late, the price of fuels has increased significantly, increasing the cost for TNB to<br />
maintain surplus plant capacity, including those operated by IPPs. This scenario poses a<br />
challenge for us to maintain a high level of service quality demanded by our customers,<br />
and at the same ensure a fair return to shareholders. TNB will strive to balance this dual<br />
expectation for the benefit of our customers, our shareholders and the country.<br />
Our energy reserve margin currently stands at about 44 per cent. This margin will<br />
comfortably cater to the growth in demand for at least the next three years, without<br />
needing additional capacity to be connected to the system. This provides an opportunity<br />
for TNB to focus its initiative on capital expenditure to improve or upgrade our transmission<br />
and distribution networks. It will also allow for planned outages to be carried out for<br />
aging generation plants such as Paka and Pasir Gudang.<br />
In today’s globalised environment, it is no longer sufficient to operate in a single market.<br />
TNB has diversified its earnings base abroad to help spread business risks and create new<br />
sources of income. However such ventures will be carefully studied with considerations<br />
given on its feasibility and the country risk involved.<br />
30<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Chairman’s Letter To Shareholders<br />
Our strategy will also be on adding value to TNB’s core compentencies rather than as an<br />
equity investor.<br />
TNB intends to leverage our repair and maintenance skills under TNB Repair and<br />
Maintenance Sdn Bhd (REMACO) by penetrating promising markets abroad, especially<br />
in the emerging markets of the Middle East and Asia.<br />
In Saudi Arabia, TNB’s investment through the consortium Saudi-Malaysia Water and<br />
Electricity Company Limited (SAMAWEC) in the Shuaibah III Independent Water and<br />
Power Project (IWPP) is progressing well, as scheduled. It is expected to commence<br />
commercial operations in July 2009. SAMAWEC is also set to undertake a special project<br />
to expand the Shuaibah III IWPP’s desalination plant.<br />
Our wholly-owned subsidiary in Pakistan - TNB Liberty Power Limited - continues to be<br />
profitable and has already repatriated sponsored loans to TNB. In the Philippines, TNB is<br />
a making a bid with our partner to operate the Philippines’ power grid. A successful bid<br />
would allow TNB to have a foothold in the country for more lucrative power generation<br />
projects in the future.<br />
TNB’s 20-Year Strategic Plan initiatives to position the Company at the pinnacle of<br />
global service excellence is backed by our human resource master plan to maximise the<br />
Company’s human capital potential. One of the key features of the plan is our talent<br />
pool programme which serves to support succession management. Meanwhile, the ‘SE<br />
10/10’ acts as a guideline and benchmark to measure our growth.<br />
31<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Chairman’s Letter To Shareholders<br />
32<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Chairman’s Letter To Shareholders<br />
Corporate Social Responsibility<br />
As a leading corporate entity, TNB takes our Corporate Social Responsibility (CSR) very seriously. As we grow, we<br />
are staying true to our roots as a company embedded in the communities we serve. Our CSR policy is founded on<br />
supporting initiatives in key areas such as education, arts and culture, sports, the environment and helping the<br />
underprivileged. For Financial Year 2007, TNB invested RM1.4 billion to uphold our CSR commitments. What I will<br />
share with you here are just a few of the CSR initiatives that we have undertaken. A comprehensive presentation<br />
can be found on pages 54 to 61 of this Annual Report.<br />
TNB continues to support the Government’s plans to enhance the quality of life in rural areas. Under the Rural Street<br />
Lighting Programme, TNB has embarked on Phase III of the programme which involves the installation of 26,408<br />
units of 150W streetlights throughout Peninsular Malaysia. This programme helps improve public safety and assists<br />
in the prevention of social ills and accidents.<br />
Our solar and wind hybrid power plant projects in remote islands have also made a positive impact on the quality<br />
of life of the respective communities. In places like Pulau Sibu, off Mersing, Johor, the electricity supply provided<br />
allows for internet connection, enabling this once remote village to be now connected to the rest of the world.<br />
These efforts which promote the use of renewable energy to produce electricity, are recognised worldwide.<br />
Our commitment to the environment has prompted TNB to undertake a long-term project on the funding,<br />
rehabilitation and preservation of the firefly colony in Kuala Selangor, Selangor Darul Ehsan. TNB’s participation in<br />
this project through the infrastructures we have built will also help develop the area into a tourist haven, which in<br />
turn will assist in improving the economic well-being of the local community.<br />
In sports, the Company is recognised not just for our social role but more importantly for our contribution as a<br />
catalyst in the development of past and future champions. We are the main supporter for hockey, which is one of<br />
the few sports where the Malaysian team is highly ranked, internationally. We also take pride in the fact that there<br />
are six TNB players in the national team.<br />
In celebrating Malaysia’s 50 th Independence Anniversary, TNB, in the true style of a patriot, was the sponsor of a<br />
national patriotic song and an accompanying video clip entitled - “Malaysiaku Gemilang, Kibarkan Jalur Gemilang”-<br />
specially created to commemorate the historic occasion. The song is our way of helping to instil national patriotism<br />
and of saying Thank You to the nation.<br />
In TNB, we encourage our employees to be actively involved in voluntary and welfare activities such as gotongroyong<br />
and special visits to orphanages and welfare homes, besides making charitable donations. This concept<br />
of doing things together and helping each other in the spirit of goodwill is our culture of giving back to the<br />
communities in which we operate.<br />
“TNB continues to support the<br />
Government’s plans to enhance the<br />
quality of life in rural areas”<br />
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Chairman’s Letter To Shareholders<br />
Recognition and Awards<br />
TNB takes pride in the various national and international excellence awards that we have received. Asiamoney, in<br />
its Corporate Governance Poll 2006, recognised TNB as the overall Second Best Company in Malaysia for Corporate<br />
Governance, the Best Company in Malaysia for Investor Relations and Third Best in Asia (excluding Japan). In addition,<br />
our Chief Financial Officer (CFO) was named the Second Best CFO in Malaysia. In FinanceAsia’s Best Managed<br />
Companies Poll 2007, TNB was among the Top Ten in the Best Managed Companies in Malaysia.<br />
TNB’s Call Management Centre (TNB CareLine 15454) was the recipient of the Gold Award from the Ministry of<br />
Science, Technology and Innovation, Malaysia in the Best Emerging Contact Centre for the GLC Category, while<br />
our Institut Latihan TNB–ILSAS was awarded the Human Resource Ministry Award 2007 in the Training Provider<br />
Category.<br />
It was also a momentous occasion for TNB when five of our generation stations received awards in the Utilities Sector<br />
Category at the Malaysian Society of Occupational Safety and Health Award 2006. The stations awarded the Gold<br />
Award (Class II) were Stesen Janaelektrik Putrajaya, Stesen Janaelektrik Sultan Iskandar, Stesen Janaelektrik Tuanku<br />
Jaafar and Stesen Janaelektrik Jambatan Connaught, while Stesen Janaelektrik Gelugor received the Silver Award.<br />
Adding further to the list of accolades received during the year was the National Award for OSH Excellence 2006<br />
which saw four stations, namely Stesen Janaelektrik Chenderoh and Stesen Janaelektrik Sultan Ismail Petra receiving<br />
the Gold Award, and Stesen Janaelektrik Tuanku Jaafar and <strong>Tenaga</strong> National Distribution Division (Johore) receiving<br />
the Silver Award.<br />
The Malaysia Chapter of the International Association of Business Communicators also awarded TNB three honours<br />
in the IABC Silver Quill Awards 2007 for best annual reporting and publication.<br />
At the time of publishing this report, TNB received another accolade in being shortlisted as one of five finalists for<br />
the “Power Company of the Year” in the 2007 Platts Global Energy Awards.<br />
Appreciations<br />
I would like to thank our shareholders, affiliates, partners and our esteemed customers for their continued support<br />
and confidence in TNB. My appreciation also goes to the Government of Malaysia and the various regulatory bodies,<br />
particularly the Ministry of Energy, Water and Communications, and the Energy Commission, for their support and<br />
assistance.<br />
My sincere gratitude also goes to the Management led by Dato’ Sri Che Khalib Mohamad Noh and all employees of<br />
TNB for their striving efforts, dedication and contributions, which have enabled the Company to fulfill its obligations<br />
to all stakeholders by delivering a record performance for this Financial Year.<br />
Tan Sri Leo Moggie<br />
Chairman<br />
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Chairman’s Letter To Shareholders<br />
“TNB takes pride in the various national and international<br />
excellence awards that we have received”<br />
35<br />
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Ready To Serve 24/7<br />
36<br />
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37<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
What is also<br />
delightful news is<br />
that the Group has for<br />
the past three years,<br />
reduced its loan<br />
from RM32.4 billion<br />
to RM23.9 billion,<br />
reflecting a RM8.5<br />
billion or 26.2 per<br />
cent reduction<br />
DATO’ SRI CHE KHALIB BIN<br />
MOHAMAD NOH<br />
President/Chief Executive Officer<br />
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<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
President / CEO’s<br />
Review<br />
For <strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> (TNB), “Powering the Nation” is not just a<br />
clarion call but an expectation that society and stakeholders expect of us to<br />
deliver. Our meaningful progress in operations and financials for Financial<br />
Year 2007 (FY2007), have us well positioned to continue to perform<br />
in this culture and to accelerate our efforts. TNB will remain focused<br />
on strengthening our financial fundamentals, improving operational<br />
performance and efficiency, and providing a high quality and reliable<br />
service to our customers.<br />
For the Financial Year under review, the Company has<br />
exceeded the targets for most of its Key Performance<br />
Indicators. For the first time, our Distribution’s System<br />
Average Interruption Duration Index (SAIDI) has been<br />
reduced to a double-digit of 83 minutes, from 104<br />
minutes the previous year. This remarkable achievement<br />
has ranked the Company as one of the best utility<br />
companies in the world. TNB also achieved Generation<br />
Unplanned Outage Rate (UOR) figure of 2.2 per cent,<br />
which places us at par with or better than some power<br />
producers internationally.<br />
Despite the many challenges confronting the local<br />
energy sector, the Company’s financial performance<br />
improved considerably for FY2007. Our outcomes were<br />
boosted by profits due to the tariff review, unrealised<br />
forex gains and improved collections.<br />
As a result, the Group’s revenue increased to RM23,320.4<br />
million in FY2007 compared to RM20,384.2 million<br />
recorded in FY2006, reflecting an increase of 14.4 per<br />
cent. With the increase, the Group also chalked in a<br />
profit after tax of RM4,061.1 million, almost double<br />
from the previous year’s figure of RM2,126.9 million.<br />
Apart from registering its highest profit ever, what<br />
is also delightful news is that the Group has for the<br />
past three years, reduced its loan from RM32.4 billion<br />
to RM23.9 billion, reflecting a RM8.5 billion or 26.2<br />
per cent reduction. During the same period, we have<br />
also managed to collect RM553 million from our major<br />
delinquent debtors. Due to the various cost management<br />
initiatives undertaken by the Management, the<br />
Company has realised around RM2.4 billion in terms<br />
of value creation since 2004. TNB also saw increasing<br />
foreign investors’ interest in its shares, when foreign<br />
shareholding reached 28.4 per cent in May 2007, its<br />
highest since the Company’s privatisation.<br />
Given the continued strong financial outcomes, the<br />
Company is poised to undertake appropriate growth<br />
opportunities within its core business areas.<br />
39<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
President / CEO’s Review<br />
Financial Performance<br />
Revenue<br />
Operating<br />
Expenses<br />
EBITDA<br />
Net Profit ex<br />
Forex Trans.<br />
32.1<br />
33.7<br />
31.2<br />
35.7<br />
37.6<br />
Financial Ratios<br />
Gearing ROA Interest<br />
Coverage<br />
Basic EPS<br />
80.8%<br />
40<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
President / CEO’s Review<br />
Strategising Towards Service Excellence<br />
There is a big picture to the future of TNB. We have a well-focused 20-year strategic action plan to realise<br />
our goals and aspirations. When the T7 Strategy was first implemented in 2002, it was designed for the<br />
purpose of transforming and inculcating an effective goal-oriented culture. T7 laid the foundations for<br />
TNB to be amongst the best performing companies in Malaysia. That phase was successfully completed by<br />
the close of our Financial Year ended 31 August 2007. Now the excitement and momentum of our next<br />
phase continues with the ‘Service Excellence 10/10 (SE 10/10)’ programme roll-out. In this stage, the SE<br />
10/10 aims to position TNB not only as the nation’s best, but the region’s as well, by 2010. Our long-term<br />
goal by 2025 is to command global leadership in the relevant business areas, and to establish a reputation<br />
as a strong business partner and shareholder value creator. Ultimately, TNB desires to be acknowledged<br />
as amongst the most admired companies in the world.<br />
Three strategic themes underpin the SE 10/10. The first is by building customer and stakeholder loyalty,<br />
the second by building a strong foundation for service excellence and operations effectiveness, and the<br />
third by building a strong platform for business expansion, locally and globally.<br />
TNB’s drive to reach its goals is not a sprint to a destination. Ours is a strategic plan that requires<br />
perseverance and a focused and unwavering commitment to continuously improve, to become even<br />
stronger and to deliver on results that our stakeholders expect of us.<br />
41<br />
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President / CEO’s Review<br />
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<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
President / CEO’s Review<br />
Focusing on Customer Satisfaction<br />
Delighting customers is a key priority in TNB. Companies with satisfied customers consistently<br />
perform better. They also attain a more positive image in the eyes of society. It is with this in<br />
mind and following the 2006 tariff review that TNB is intensifying efforts in the upgrading<br />
and maintenance of its existing infrastructure for the purpose of ensuring supply reliability to<br />
customers. Networks will be improved by replacing old cables, switchgears and transformers;<br />
building new substations, upgrading transmission systems; building new regional control<br />
centres and installing the Geographical Information System (GIS) to assist in asset maintenance<br />
and security.<br />
The implementation of the RM399 million Supervisory Control and Data Acquisition and<br />
Distribution Automation (SCADA/DA) Project is expected to improve and reduce SAIDI to a<br />
lower double-digit. This is achievable through the system’s ability to identify fault location,<br />
isolate the fault and mobilise technical staff or carry out remote switching to restore supply to<br />
our customers.<br />
TNB is constantly evolving with new technologies to automate the various processes within<br />
the Company. These include the Enhanced Customer Information Billing System (e-CIBS) which<br />
enhances our customer management and billing systems, and an e-Application System which<br />
allows our customers to make online applications for the new supply of electricity. Other<br />
customer-related applications currently in use are the Customer Feedback System or Sistem<br />
Maklumbalas Pelanggan (SMP), Enterprise Wide Resource Management System (EWRM), e-<br />
Payment Service and the TNB Outage Management System (TOMS).<br />
The Customer Feedback System (SMP) has also been upgraded to provide an automated tool<br />
in handling customer complaints. In addition, our Call Management Centre (CMC), Electric<br />
Eyes and the Prime Customer Management Programmes are interfacing with SMP to form<br />
a structured web-based customer complaints handling system. The PQMS (Power Quality<br />
Monitoring System), meanwhile, identifies real time power quality incidents on the system and<br />
the information is accessible nationwide to allow for remedial action as and when required.<br />
Seminars and dialogues with leaders and representatives of industries, businesses and<br />
Government Agencies, also form part of the whole process of handling customer complaints.<br />
By managing the three different channels of customer complaints through the PAP, we are able<br />
to monitor, report and evaluate the feedback. Integrating customer information on a single<br />
platform is a step towards achieving better Customer Relationship Management (CRM).<br />
TNB is working closely with the Ministry of Energy, Water and Communications and the relevant<br />
regulatory agencies to establish a Customer Charter. This is aimed at improving the quality of<br />
services rendered by TNB and further strengthening our commitment in fulfilling customer<br />
needs, expectations and satisfaction.<br />
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<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Ensuring Supply Reliability<br />
In order to ensure adequate system capacity and supply reliability, TNB continues to make huge<br />
investments in electricity supply systems. At the same time we will continue to ensure that additional<br />
generation capacity is integrated into the system in a timely and efficient manner.<br />
In 2007, there were two major on-going Generation projects- the PD2 Combined Cycle Gas Turbine<br />
Project and the Cameron Highlands Rehabilitation Project. The PD 2 project at Tuanku Jaafar Power<br />
Station, which will see the installation of a 750 MW gas-fired combined cycle plant, is scheduled for<br />
completion by December 2008. Currently, 85 per cent of the project has been completed. The Cameron<br />
Highlands Rehabilitation Project is meant to rehabilitate a 40-year hydro scheme. Works being done<br />
involve the de-silting of the Ringlet Lake to recover live storage volume and the project is scheduled for<br />
completion in December 2008.<br />
Currently, TNB is also implementing system improvements to strengthen its network and improve<br />
supply security in Kuala Lumpur and Selangor Darul Ehsan. The ongoing RM400 million Central Area<br />
Reinforcement Project (CAR) is aimed at upgrading transmission and distribution systems within the Klang<br />
Valley. The Chubadak 275 kV substation near Gombak, which is part of the Central Area Reinforcement<br />
44<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
President / CEO’s Review<br />
(CAR) Project, was completed and commissioned in May 2007. The CAR Project, which will strengthen<br />
the electricity transmission systems around Kuala Lumpur and the Klang Valley, continues in progress<br />
and is targeted for completion in December 2007. The 500 kV transmission line, which connects the<br />
Jimah IPP Coal Fired Power Station to Lenggeng Substation and to Olak Lempit Substation is well under<br />
construction and is targeted for completion by December 2007.<br />
In addition, other system improvement projects that are underway include the replacement and<br />
upgrading of the Perak 22 kV distribution system, and the replacement of old distribution switchgears<br />
and transformers across Peninsular Malaysia. These projects are expected to be ready within the next<br />
few years.<br />
With fossil fuel cost increasing significantly over the last few years, TNB needs to continuously identify<br />
and harness all possible hydro power potential in Peninsular Malaysia and Sarawak.<br />
In preparation for the near future, TNB has also embarked on the engineering design for two new<br />
hydro power plants in Ulu Jelai (372 MW) and Hulu Terengganu (212 MW). These two hydro power<br />
plants are projected for completion in year 2013/2014.<br />
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<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
President / CEO’s Review<br />
Benchmarking Performance<br />
In an effort to enhance performance measurement, Divisional Accounting was introduced within TNB in FY2007<br />
by creating separate financial statements for TNB’s core businesses (Generation, Transmission and Distribution).<br />
The Divisional Accounting framework ensures that costs are allocated in a consistent and equitable basis to the<br />
respective units and also helps to identify enhancements, where applicable. In addition, this framework makes it<br />
possible for TNB to benchmark with other utilities, in terms of cost allocation amongst our power plants. The cost<br />
and revenue elements used for the benchmarking have to be comparable in common units of measurement.<br />
TNB has always recognised that proactive supervision of power plant performance is essential towards the success of<br />
TNB’s business objectives. As a pivotal player in the power industry, it has been in the Company’s commercial interest<br />
to monitor the performance of all our power plants and to ensure that electricity supply is delivered with optimum<br />
efficiency and economy without compromising on service quality. TNB has established benchmarks for our power<br />
plants and is systematically keeping track of outage rates and monitoring the availability of each generating unit.<br />
Detailed procedures to encourage professionalism and efficient operations that will support our business discipline<br />
are therefore imperative.<br />
Towards this end, TNB’s Transmission and Generation Divisions have resorted to Service Level Agreements (SLAs)<br />
for the purchase of power. SLAs would be utilised as benchmarks for all power plants owned by TNB with each of<br />
our thermal power stations committing to clear performance targets. These SLAs – with concepts and conditions<br />
typical of Malaysian Power Purchase Agreements – reinforce TNB’s commitment to high performance standards<br />
and transparency. Today, all thermal power plants in the TNB Generation network are measured not only by their<br />
technical achievements, but by their financial performance as well.<br />
As is typical in Power Purchase Agreements with IPPs, the performance of each power plant will be closely monitored.<br />
The technical and financial performance of the power plants will be assessed, thus providing valuable input for<br />
decision making and resource allocation.<br />
46<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
President / CEO’s Review<br />
Capacity Building<br />
Capability development is crucial for TNB. As we explore new frontiers globally, the Company will require an abundant<br />
pool of able leaders to carry the torch for its long-term strategic plans and to keep TNB on par with the competition.<br />
The talents assessed under the succession management initiative in 2006, were reviewed in 2007. Currently, a total<br />
of 188 talents from a group of 227 assessed have been formally included in the talent pool. An additional 103<br />
executives were evaluated for entry into the pool. Altogether, there are now 330 executive candidates in the talent<br />
pool for consideration into key leadership positions.<br />
In our effort to further build the Company’s human capital and retain technical expertise, a Technical Expert was<br />
promoted to Specialist, whilst 16 new Technical Experts were appointed under the Specialist Career Path (SCP)<br />
programme in FY2007. This brings the total number of expertise in our SCP pool to date, to two Specialists and 20<br />
Technical Experts. A similar scheme, known as the Specialised Technician Career Path, was introduced for the nonexecutives,<br />
resulting in the creation of 38 Specialised Technician positions.<br />
In increasing TNB’s competency levels, 123 Development Programmes and 1,227 Mandatory Training Programmes<br />
were organised for both Executives and Non-Executives. During the year under review, the Company spent more<br />
than RM72 million for staff training and developmental programmes, including sponsorship for further studies<br />
locally and abroad.<br />
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<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
President / CEO’s Review<br />
Prioritising Safety and Health<br />
Safety is a priority at TNB. As such, the Company has<br />
established a comprehensive Occupational Safety and<br />
Health (OSH) Management System, aptly known as<br />
the Safety Excellence Management System (SEMS).<br />
We have increased the number of qualified Safety<br />
and Health Officers to ensure TNB’s readiness for<br />
any crisis or emergency situation. Second level Safety<br />
Inspectors and third level Safety Representatives were<br />
also appointed to ensure OSH performance at the far<br />
end of the job chain is monitored and reported to the<br />
management.<br />
Alertness and readiness for any crisis and emergency<br />
situation is a key factor in the effort to preserve life and<br />
assets. Priority has therefore been given to planning<br />
for eventualities. New risks were identified and efforts<br />
were taken to ensure that an immediate response is<br />
readily available should any disaster arises.<br />
All staff are required to be exposed to OSH and to attend<br />
training while practitioners are required to impart<br />
OSH knowledge. Continuous training programmes,<br />
seminars, conferences, symposiums and workshops<br />
were identified for all levels. This is to ensure that<br />
participants gain exposure on new developments in<br />
OSH. Contractors working in TNB are also educated on<br />
the importance of OSH. An NIOSH-TNB Safety Passport<br />
was developed in a joint effort with the National<br />
Institute of Occupational Safety and Health (NIOSH) to<br />
ensure contractors are aware of the basic requirements<br />
of occupational safety.<br />
Equally important was electrical safety education for<br />
members of the public. Assistance was provided to<br />
schools, non-governmental organisations, industries<br />
and various associations following their requests for<br />
safety information on the proper use of electricity.<br />
Safety campaigns were also carried out in our effort to<br />
optimise information dissemination.<br />
“Ensuring safety at work”<br />
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<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
President / CEO’s Review<br />
Enhancing Research and<br />
Development<br />
TNB continued to enhance on our intellectual capacity<br />
and core businesses through TNB Research (TNBR), an<br />
approved Research and Development (R&D) company<br />
and the research arm of TNB. The key role of TNBR<br />
is to enhance TNB’s core businesses through R&D,<br />
consultancy services, laboratory testing and quality<br />
assurance. Its research and development findings are<br />
widely applied to improve efficiency, availability and<br />
reliability of TNB’s electricity supply network.<br />
During the year under review, 26 research and<br />
development projects worth RM30.5 million were<br />
completed for TNB’s core businesses and support<br />
divisions, including SESB. The projects addressed<br />
different areas of impact such as reliability, efficiency,<br />
environment, technological evaluation, quality<br />
assurance and cost savings. As the Quality Assurance<br />
agent for the Company, TNBR was also responsible for<br />
ensuring that all equipments supplied to TNB met with<br />
the necessary technical and functional standards.<br />
TNBR is registered with the Department of Environment,<br />
Malaysia, as an approved body to conduct Environment<br />
Impact Assessment studies. TNBR is also engaged as<br />
a consultant in energy-related works, especially on<br />
Renewable Energy, by the Ministry of Energy, Water<br />
and Communications, the Malaysia Energy Centre and<br />
universities. Scientific services are a revenue earner and<br />
the biggest contribution comes from laboratory testing<br />
and research works. TNBR has successfully taken over<br />
some of the technical works previously undertaken<br />
by foreign consultants. In areas such as Material<br />
Engineering, High Voltage Diagnostics, Lightning and<br />
Hydro Plant Optimisation, TNBR has developed its<br />
own intellectual capital to meet the technology and<br />
engineering challenges faced by the core divisions in<br />
TNB.<br />
49<br />
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President / CEO’s Review<br />
Towards Geographical Expansion<br />
TNB will continue to explore opportunities abroad. Our wholly-owned subsidiary, TNB REMACO Sdn Bhd has entered<br />
into a synergistic alliance with Turbocare SpA of Italy to collaborate technically and commercially in order to serve<br />
local and regional market demands for services related to our products. Through this alliance, we are working<br />
together to offer better service at a competitive price to the target market. This alliance will also enhance TNB<br />
REMACO Repair Centre’s capabilities and hence reduce production costs through localisation of advance technology<br />
repair procedures. This collaboration is an important achievement for TNB in our quest to expand our business<br />
within Malaysia and in the region.<br />
TNB is continuously exploring other opportunities that could potentially lead to partnerships and cooperation<br />
with international counterparts in utility services around the region. In building relationships with other utility<br />
companies, TNB plans to sign an MOU with the Korea Electric Power Corporation. This MOU will encompass technical<br />
cooperation activities in identified areas, including the exchange of information and personnel on subject areas<br />
mutually agreed by both parties.<br />
During the year under review, TNB, through its Sultan Ahmad Shah Training Institute (ILSAS), successfully completed<br />
its training services and cooperation activities with power utility companies in Vietnam, Yemen and Mongolia. This<br />
is an added plus to ILSAS’ track record of providing training services to various utilities in this region, including Laos,<br />
Indonesia, Thailand, Vietnam, Nepal, Egypt and Pakistan.<br />
In Saudi Arabia, TNB’s investment through the consortium undertaken by Saudi-Malaysia Water and Electricity<br />
Company Limited (SAMAWEC) in Shuaibah III Independent Water and Power Project (IWPP), is progressing well as<br />
scheduled. As of August 2007, 68.9 per cent of the overall construction of Shuaibah III has been completed. The<br />
USD2.5 billion project is scheduled to commence commercial operation in July 2009.<br />
Following the success of Shuaibah III, the Government of Saudi Arabia has requested SAMAWEC to undertake a<br />
special project to expand the Shuaibah III IWPP’s desalination plant by 150,000 m 3 /day over the planned capacity of<br />
880,000 m 3 /day. The USD232 million expansion project, which utilises the reverse osmosis desalination technology,<br />
is located at a site adjacent to the main project and is expected to commence commercial operation in February<br />
2009.<br />
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President / CEO’s Review<br />
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<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
President / CEO’s Review<br />
Looking Ahead<br />
The journey ahead will be rough but we are up for the challenge. Profitability<br />
for the coming year will be affected by additional IPP capacity payments from<br />
new plants coming on-stream and increasing fuel, metal and equipment prices.<br />
In this respect, TNB will continue to adapt to changing market demands and<br />
challenges, and to find solutions to counter balance possible erosion on its<br />
revenue.<br />
Managing fuel costs in the future will be the biggest challenge for TNB. For<br />
instance, coal prices in the international market have rocketed for the past few<br />
years and is expected to continue to increase. It is unrealistic to expect local gas<br />
prices to remain as cost of production has been rising while local sources are<br />
depleting. At the same time, there is a continuing need to invest in the system’s<br />
improvement to ensure reliability and security of supply.<br />
For the year under review, our coal consumption amounted to 8.7 million<br />
metric tons. This figure is estimated to be higher in the coming year at 14.1<br />
million metric tons. Nevertheless, we have managed to hedge 49 per cent of<br />
the requirements for 2008. TNB will continue to discuss and negotiate with the<br />
relevant parties/authorities on any issues relating to any potential increment in<br />
the price of gas and to develop solutions to gradually unwind the cross-subsidy<br />
embedded in the tariff structure. We see this possibility through a proposed<br />
new tariff framework that will allow the passing of any increase in fuel costs to<br />
consumers. We will also actively pursue the use of alternative energy sources,<br />
new technology and practices to keep costs down, while remaining alert for<br />
new opportunities, locally and globally.<br />
Several value-creation initiatives are already in place to enhance the Company’s<br />
profitability in 2008. We see our strategy continuing to produce long-term<br />
growth to create significant value to our shareholders. We have set the target<br />
to be amongst the most admired companies globally by 2025. It is a tall order,<br />
but we are up to the challenge and we are making good progress.<br />
Acknowledgements<br />
Our appreciation goes to the Government of Malaysia, Ministry of Energy,<br />
Water and Communications, Ministry of Finance, Ministry of International Trade<br />
and Industry, Energy Commission, Malaysian Industrial Development Authority<br />
(MIDA) and other agencies for all assistance rendered. Our thanks must also go<br />
to our valued shareholders and customers for their loyalty and trust, which we<br />
very much appreciate.<br />
Our record performance this year would not have been achieved without the<br />
dedication of our employees and the pride they have in their work. Hence, I<br />
would like to record my deepest appreciation and gratitude to the Board of<br />
Directors and staff of TNB for their dedication and constant hard work that has<br />
kept us in the forefront of Corporate Malaysia. We’ve Got the Power – to serve,<br />
to deliver, to excel.<br />
DATO’ SRI CHE KHALIB BIN MOHAMAD NOH<br />
President/Chief Executive Officer<br />
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<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Corporate Social<br />
Responsibility<br />
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<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Corporate Social Responsibility<br />
Corporate Social Responsibility<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> (TNB) has powered the length and breadth of the nation for decades<br />
through the generation, transmission and distribution of electricity but its social responsibility<br />
has been equally far reaching to the public.<br />
TNB’s Corporate Social Responsibility (CSR) policy is founded on philanthropy in key areas such<br />
as education, sports, the environment and helping the underprivileged. As a leader in the<br />
country’s power industry, we realise this position requires TNB to be the catalyst for change<br />
when it comes to CSR. Because of this, TNB has always demonstrated a diligent response to offer<br />
its commitment to philanthropic causes and corporate sponsorships. For the Financial Year, TNB<br />
spent RM1.4 billion to uphold its CSR policy, which made it one of the largest contributors in<br />
the country.<br />
The far reaching impact of TNB’s CSR policy was acknowledged by the Government who has<br />
singled out our policy as the basis for the pilot study on CSR initiatives for the Silver Book on<br />
GLCs, launched in September last year.<br />
It is important to note that our CSR efforts lie deep beyond philanthropic or sponsorship<br />
activities. The major CSR contribution is in fact not easily visible to the eyes of the public. TNB’s<br />
integral role to deliver electricity to the public efficiently and at the lowest rate possible is by<br />
far a single most important CSR activity undertaken by the Company. Providing a reliable and<br />
competitive electricity supply, which require tremendous effort and resources by the Company,<br />
benefit all Malaysians regardless of where they live or whatever level of their income.<br />
TNB also recognises the need and the relevance of the Government’s policy for the country’s<br />
ongoing development, and the various initiatives we have undertaken to deliver safe, reliable<br />
and secure electricity to customers for their private and economic needs, are testament to our<br />
commitment to ensure society will gain and benefit from these developments. With this in<br />
mind, TNB strongly supports government driven policies such as the 9 th Malaysian Plan and its<br />
aims to continue powering the country’s vision of becoming a fully developed nation by the<br />
year 2020.<br />
The need to support the Government has been translated into the Company’s battle cry of<br />
“Powering the Nation”, which sets the tone for our CSR activities.<br />
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<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Corporate Social Responsibility<br />
Powering Business Excellence<br />
As a major player in the energy sector and a responsible corporate citizen, TNB is committed<br />
to play an important role in nation building. TNB’s most integral CSR policy is in its core<br />
businesses and operations where it ensures delivery of adequate, safe, reliable and continuous<br />
power supply that is critical to the nation. To deliver this commitment, TNB must have reliable<br />
transmission and distribution systems that can fulfill the demand of electricity at the highest<br />
level of consumption or peak demand.<br />
This is done through having a reasonable reserve margin, which could sustain demand for<br />
electricity for industries, commercial operations as well as residences. Reserve margin is important<br />
to ensure that factories, shopping complexes continue to have its electricity supply despite<br />
the country experiencing the hottest month or any factors that may increase the demand for<br />
electricity.<br />
To ensure this delivery, TNB has also on the average invested some RM4 billion annually for new<br />
infrastructures such as the building of new transmission lines, power plants or substations.<br />
56<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Corporate Social Responsibility<br />
Powering Communities<br />
Despite TNB’s efforts to deliver electricity to every nook and hidden corner of the country, there<br />
are some areas which remain unreachable to the common electricity grids which traverse the<br />
nation. In these remote places, the only means to reach them is through an independent solar<br />
hybrid power plant that runs on diesel in addition to sun rays tapped from solar panels.<br />
TNB is responsible for the maintenance and operations of these stations in remote areas as<br />
well as offshore islands at a subsidised rate. Besides providing electricity to the rural areas,<br />
our efforts are recognised world wide for promoting the use of renewable energy to produce<br />
electricity.<br />
More recently, TNB added a wind turbine technology to the hybrid plant, the first project<br />
being the Wind/Solar Hybrid plant installed in Pulau Perhentian Kecil in Terengganu. The plant<br />
harnesses the strong wind presence on the island to power its two 100 kW wind turbines. The<br />
technology not only makes the plant more efficient, it also consumes less diesel, thus reducing<br />
possible pollution sources from fossil fuel.<br />
These efforts have made a positive impact on the quality of life for those in the community<br />
it serves. In places like Pulau Sibu off Mersing, round the clock electricity supply allows for<br />
internet connections that connects the once remote village to the rest of the world. In some<br />
of the islands including Pulau Perhentian, the availability of 24-hour electricity has allowed<br />
tourism activities to thrive. Electricity enables tourism operators to upgrade their chalets into<br />
full-scale resorts, thus allowing more high-end tourist arrivals and bringing more income to the<br />
local community.<br />
Other CSR activities for the communities are also prevalent in all TNB divisions and subsidiaries.<br />
These activities include raising funds for flood victims, providing tuition for underprivileged<br />
children, and visiting homes for the disabled and orphanages. In addition, each of the respective<br />
departments and units in TNB implement CSR initiatives through direct contacts with the public.<br />
These initiatives are either structured, or built in into their daily activities, or taken by the group<br />
on an ad-hoc basis to help needy causes.<br />
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<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Corporate Social Responsibility<br />
Powering Education<br />
TNB believes that education can turn dreams into<br />
realities. TNB has a very strong tradition in producing<br />
world-class scholars and researchers through its<br />
education and scholarship programmes. Many of the<br />
current business leaders in the country are TNB scholars<br />
and have enjoyed the education provided by the<br />
Company under its scholarship programmes.<br />
Over the years, TNB has strengthened this role and is<br />
now actively involved in not only providing scholarships,<br />
but also in providing education through Universiti<br />
<strong>Tenaga</strong> <strong>Nasional</strong> (UNITEN) and Institut Latihan Sultan<br />
Ahmad Shah (ILSAS).<br />
As an institute of higher learning, UNITEN has an<br />
immense and important responsibility in helping the<br />
Government produce well rounded individuals. The<br />
University also gives primary focus on research and<br />
development activities which encourage and develop<br />
the culture of innovation and competition among<br />
the academic staff as well as its students. Strategic<br />
cooperation between UNITEN and the industrial sector<br />
provides access and opportunities for students and<br />
academic staff to master knowledge as well as scientific<br />
and technical expertise that are relevant with industrial<br />
and market place needs.<br />
Yayasan <strong>Tenaga</strong> <strong>Nasional</strong> (YTN) as a trust body for TNB,<br />
provides sponsorships through scholarships and study<br />
loans to deserving students. For FY2007, YTN provided<br />
loans amounting to RM47 million for top students to<br />
pursue their tertiary education at local and worldrenowned<br />
universities overseas as an effort to build a<br />
pool of good scholars for TNB and the country.<br />
YTN was also involved in community welfare<br />
development projects, such as the Track to Excellence<br />
Programme (Program Jejak Kegemilangan) and the<br />
Smart Youth Camps Programme (Program Kem Remaja<br />
Bistari). In the Track to Excellence Programme, 140<br />
good students from rural areas and underprivileged<br />
families from across Malaysia got an unprecedented<br />
chance to visit UNITEN, exposing them to campus life<br />
and inspiring them to seek great achievements. The<br />
Smart Youth Camps are essentially education camps for<br />
the children of TNB employees as well as orphans.<br />
TNB also embarked on various initiatives to improve<br />
language proficiency among the students in rural areas<br />
throughout the country by supplying, for example,<br />
mainstream newspapers to the schools. All these<br />
activities were undertaken to increase the performance<br />
of students in an effort towards making Malaysia a<br />
Knowledge Nation.<br />
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Corporate Social Responsibility<br />
Powering Champions<br />
TNB regards sports in not just its social role but more importantly as a catalyst to develop future champions.<br />
TNB’s involvement in sports through the years is in line with the Government’s aspiration to produce top<br />
athletes and for Malaysia to be a top-notch sporting nation.<br />
TNB is the main supporter for hockey, which is one of the few sports which the Malaysian team is highly<br />
ranked in the world. For FY2007, TNB contributed RM1.1 million to the Malaysian Olympic Council which<br />
was channeled to the Malaysian Hockey Federations (MHF), the body tasked to develop hockey in the<br />
country.<br />
TNB is the main sponsor for the Sultan Azlan Shah Cup hockey tournament, which feature top hockey<br />
teams from around the world. TNB is also the title sponsor for the TNB-MHL Hockey League, which is<br />
organised by the MHF. The TNB team which competed in the Division 1 of the League emerged as Overall<br />
Champion and won the inaugural TNB Cup in 2007. Six TNB players have also been selected to play for<br />
the national team.<br />
To strengthen its involvement in hockey, TNB is working with several state hockey bodies to develop the<br />
sports further. It has set up a Special Sports Unit, to conduct specialised hockey skills to rising hockey stars.<br />
The project is expected to teach at least 2,000 talents and is aimed at exposing specific hockey skills that<br />
are important for the development of the game.<br />
Besides hockey, TNB will also be the major sponsor for the 2008 Malaysian Game (SUKMA) which will be<br />
held in Terengganu. TNB is also the main sponsor for cricket in the country.<br />
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<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Corporate Social Responsibility<br />
Powering a Green Nation<br />
As a power producer and distributor, TNB’s nature of operations requires the Company to take<br />
great interest in its environment. As a principle, TNB embraces the notion that any project or<br />
development undertaken by TNB must blend and not be in conflict with the environment it<br />
operates in.<br />
TNB takes pride of its corporate responsibility in ensuring that its projects comply with the<br />
strictest world environment standard. A recent example was the construction of the coal<br />
powered Stesen Janakuasa Sultan Azlan Shah, which has adopted a clean coal technology.<br />
This technology ensures that the plant does not emit harmful discharge to the environment,<br />
thus helping to conserve nature in the surrounding areas. The grounds of TNB’s associate<br />
independent power producers, Kapar Energy Ventures, has also now become one of the main<br />
stops for migratory birds which are attracted to the warm water and abundance of food in the<br />
plant’s ash pond.<br />
In the protection and conservation of environment, TNB’s major contribution can be seen in<br />
the Company’s efforts in the preservation of the firefly colony in Kampung Kuantan in Kuala<br />
Selangor. This species of firefly flickers in unison creating a natural lightshow after dark along<br />
the Kuala Selangor riverbank. Over the years, TNB has contributed around RM1.5 million to<br />
help in the protection of the fireflies.<br />
TNB’s contribution to the conservation of the area goes beyond monetary value. Visitors who<br />
come provide a sustainable livelihood to the boatmen, and if the boatmen could live comfortably<br />
on the income derived from tourism activities, there is a strong chance that TNB’s conservation<br />
efforts would be sustained.<br />
In the firefly conservation project, TNB’s subsidiary, TNB Research has been involved in conducting<br />
studies on the lampyridae firefly. The research will cover the study of the entire ecology of the<br />
insects and when completed, is expected to provide a scientific basis for future conservation<br />
efforts of the species and its environment.<br />
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Corporate Social Responsibility<br />
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<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Statement Of<br />
Corporate Governance<br />
Building a strong governance foundation and undertaking continuous<br />
efforts in it’s improvement, remain the focus of the Board of Directors<br />
(the Board) of <strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> (TNB or the Company)<br />
to safeguard and promote the interest of all stakeholders. This<br />
improvement begins with the board structure itself, as for the year<br />
under review an additional member with a technical engineering<br />
background was brought onto the Board. His knowledge and<br />
experience would serve the Board well in assessing and evaluating<br />
technical issues before decisions are made.<br />
The existing framework for effective corporate<br />
governance is further enhanced with the introduction<br />
of the Code of Ethics which was launched on 23 July<br />
2007. It encompasses best practices which set the<br />
manner in which the Company is governed, expressly<br />
with high ethical standards and uncompromising<br />
integrity. The Code of Ethics also served to complement<br />
the Company’s current policies and procedures. In<br />
order to ensure its effective application, the Code<br />
is incorporated in the Integrity and Ethics Training<br />
Module conducted in house by the Company’s training<br />
centre, ILSAS.<br />
A Whistle Blowing Procedure was established to provide<br />
a platform and to act as a mechanism for internal and<br />
external parties to channel their complaints or to<br />
provide information on fraud, wrongdoings or noncompliance<br />
to any rules/procedures by the employee<br />
or management of the Company. An appropriately<br />
managed whistle blowing system functions as an<br />
internal control mechanism allowing for effective<br />
action to be taken and to provide preventive measures<br />
in order to ensure that the integrity of the Company is<br />
maintained.<br />
A compilation of the existing Limits of Authority<br />
(LOA) for ease of reference and compliance was<br />
made. The LOA which is updated from time to time<br />
contains both the monetary and non-monetary limits<br />
of authority for recommending and approving the<br />
Company’s operational and management decision<br />
making activities prior to execution. The LOA is the<br />
fundamental and integral component of the Company’s<br />
Group Financial Control and Risk Management<br />
Framework. As a pivotal internal control mechanism,<br />
the LOA will promote greater managerial discipline,<br />
accountability and transparency in the performance of<br />
the identified operational and management decisionmaking<br />
activities.<br />
Initiatives that were identified under the Government<br />
Linked Companies Transformation Programme<br />
continues to progress throughout the year under<br />
review. For example, procurement guidelines and<br />
best practices as well as the TNB Procurement Code<br />
of Conduct were put in place as recommended by the<br />
“Red Book”. The improved procurement method will<br />
have the potential to realise value with significant<br />
savings and to also provide quality products, hence the<br />
ability to deliver better quality services.<br />
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Statement Of Corporate Governance<br />
During the year, the Board had announced a dividend policy for the Company for the<br />
purpose of providing stable and sustainable dividends to shareholders while maintaining<br />
an efficient capital structure and ensuring sufficient of funding for future growth. This<br />
commitment can be realised by the Company through efficient financial management<br />
coupled with quality and reliable services.<br />
The Company has earned recognition from Asiamoney in its Corporate Governance<br />
Poll 2006 as the overall second best company in Malaysia for Corporate Governance,<br />
the best company in Malaysia for Investor Relations and third best in Asia. In addition,<br />
the Chief Financial Officer (CFO) has also been proclaimed as the second best CFO in<br />
Malaysia.<br />
To add to the list of accolades that TNB has received, a recent FinanceAsia Best Managed<br />
Companies Poll 2007 has voted TNB as among the top ten (10) best managed companies<br />
in Malaysia.<br />
Essentially, the good governance culture in TNB begins with an effective Board and<br />
Management team which are transparent in their action and accountable throughout<br />
the Company. Both teams are firmly grounded in sound business ethics particularly in<br />
implementing the strategic business initiatives. Sufficient checks and balances in the<br />
management structures, particularly in finance and operations, provide an effective<br />
system of internal controls while risk management systems and actions help to mitigate<br />
potential risks.<br />
The Board of Directors of TNB remains committed to improving corporate governance<br />
practices to ensure that the highest standards of corporate culture are practiced<br />
throughout the Group in the interest of shareholders. The Board is pleased to report to<br />
the shareholders on the manner TNB has strengthened its application of the principles<br />
of corporate governance and on the adoption of corporate governance best practices<br />
laid down in the Malaysian Code on Corporate Governance (the Code).<br />
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<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Statement Of Corporate Governance<br />
(A)<br />
THE BOARD OF DIRECTORS<br />
Roles and Responsibilities<br />
The Board remains resolute and upholds its responsibility<br />
in governing, guiding and monitoring the direction of<br />
the Company with the eventual objective of enhancing<br />
long term sustainable value creation aligned with the<br />
interests of shareholders, while taking into account the<br />
interests of other stakeholders. The Board is committed<br />
to ensuring good corporate governance practices<br />
are well applied inline with the six (6) principal<br />
responsibilities outlined in the Code that operate<br />
within a set of governance as set out below:-<br />
Composition of the Board<br />
The Board of Directors of TNB consists of ten (10)<br />
members comprising of one (1) Non-Executive<br />
Chairman, one (1) Executive Director, seven (7) Non-<br />
Executive Directors and one (1) Alternate Director.<br />
The diverse background of members in various fields<br />
such as financial, legal, engineering, management and<br />
public administration provide considerable depth and<br />
wisdom of knowledge, expertise and experience to the<br />
Board of TNB. A brief profile of each Director is set out<br />
on pages 86 to 90 of this Annual Report.<br />
Process of Appointment to the<br />
Board<br />
Appointment to the Board of TNB is made either by<br />
the Special Shareholder pursuant to Article 5(2) of the<br />
Company’s Articles of Association or by the Board of<br />
Directors pursuant to Article 133 of the Company’s<br />
Articles of Association.<br />
The Board Nomination & Remuneration Committee<br />
(BNRC) scrutinises the sourcing and nomination of<br />
suitable candidates for appointment as Director in TNB<br />
and its subsidiary companies. This Committee will ensure<br />
the selection of Board members with the right skill set,<br />
expertise and industry knowledge thus strengthen the<br />
composition of the Board and contribute significantly<br />
to the effectiveness of the Board.<br />
The Board puts in place long term strategic plans and<br />
reviews the short and medium term performance on an<br />
annual basis. This is to align the long term strategic plans<br />
and directions with current demand of the customers<br />
and change in the economic outlook. Monitoring by<br />
the Board on the achievement of the business targets is<br />
made quarterly with monthly management reporting<br />
on financial and technical performance updates.<br />
The roles and responsibilities of the Chairman of the<br />
Board and the President/Chief Executive Officer are<br />
distinct and separated. The Chairman is responsible for<br />
the conduct of the Board and ensures that the Board’s<br />
discussions are conducted in a manner that all views<br />
are taken into account before a decision is made.<br />
The President/Chief Executive Officer has the general<br />
responsibility for running the business on a day-to-day<br />
basis thus ensuring a balance of power and authority<br />
so as to provide a safeguard against the exercise of<br />
unfettered powers in decision-making.<br />
Accountability is part and parcel of governance in TNB.<br />
The Board is accountable to the shareholders, and the<br />
Management is accountable to the Board. The Board<br />
ensures that the Management acts in the best interests<br />
of the Company and its shareholders by working to<br />
enhance the Company’s performance.<br />
There is a clear division of responsibilities between<br />
the Board and the Management. The President/Chief<br />
Executive Officer supported by his team of Management<br />
through Committees namely the Group Executive<br />
Council Committee, Group Executive Management<br />
Committee, Group Management Tender Committee,<br />
Energy Supply Committee and Group Risk Management<br />
Committee. These Committees are responsible for<br />
the implementation of Board resolutions, overall<br />
responsibilities over the day-to-day operations of the<br />
Group’s business and operational efficiency.<br />
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<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Statement Of Corporate Governance<br />
Operation of the Board<br />
The Board has established five (5) Board Committees. The Board has entrusted certain responsibilities to the Board<br />
Committees, which operate within clearly defined written terms of references on which the Committees deliberate<br />
the issues on a broad and in depth basis before putting up any recommendation to the Board. A diagram outlining<br />
the main Committees involved in the decision making process is set out below :-<br />
Board of Directors<br />
Board Committees<br />
Management Committees<br />
Board<br />
Audit<br />
Committee<br />
Board<br />
Tender<br />
Committee<br />
Group<br />
Executive<br />
Council Committee<br />
Group Executive<br />
Management<br />
Committee<br />
Board<br />
Disciplinary<br />
Committee<br />
Group<br />
Risk<br />
Management<br />
Committee<br />
Board<br />
Nomination<br />
and<br />
Remuneration<br />
Committee<br />
Board<br />
Finance<br />
and<br />
Investment<br />
Committee<br />
Group<br />
Management<br />
Tender Committee<br />
Energy Supply<br />
Committee<br />
The Board Meetings<br />
The Board meetings are scheduled in advance and during the Financial Year ended 31 August 2007, 17 Board<br />
Meetings were convened to deliberate and consider a variety of significant matters. These include reviews on business<br />
plans, budgets, quarterly financial results, risk assessments, key performance indicators of the Senior Management,<br />
debt restructuring and other corporate proposals such as foreign investment exercise, overall performance of the<br />
Company and the subsidiary companies as well as other related business matters that require the Board’s deliberation<br />
and due approval.<br />
Minutes of proceedings and resolutions passed at each Board and Board Committees Meetings are kept in the<br />
statutory register at the registered office of the Company. In the event of a potential conflict of interest, the<br />
Director in such a position will make a declaration to that effect as soon as practicable. The Director concerned will<br />
then abstain from any decision-making process in which he/she has an interest in.<br />
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<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Attendance Details of Board Members<br />
Directors<br />
Tan Sri Leo Moggie (Chairman)<br />
Meeting Attendance<br />
17/17<br />
Dato’ Sri Che Khalib bin Mohamad Noh<br />
17/17<br />
Dato’ Puteh Rukiah binti Abd Majid (Appointed w.e.f. 13 September 2006)<br />
15/17<br />
Datuk Zalekha binti Hassan<br />
(Alternate Director to Dato’ Puteh Rukiah binti Abd Majid)<br />
(Appointed w.e.f. 13 September 2006)<br />
2/2<br />
Encik Mohammad Zainal bin Shaari (Appointed w.e.f. 31 March 2007)<br />
5/7<br />
Tan Sri Dato’ Lau Yin Pin @ Lau Yen Beng<br />
16/17<br />
Tan Sri Dato’ Hari Narayanan a/l Govindasamy<br />
16/17<br />
Dato’ Zainal Abidin bin Putih<br />
13/17<br />
Datuk Mohd Zaid bin Ibrahim<br />
14/17<br />
Dato’ Fuad bin Jaafar (Appointed w.e.f. 15 March 2007)<br />
8/8<br />
(Note:- Attendance record of Alternate Director must be read in concurrence with attendance record of the Principal<br />
Director)<br />
Supply of Information to the Board<br />
The Board and its Committees have full and unrestricted access to all information within TNB pertaining to the<br />
Group’s business and affairs.<br />
The Board Meetings are held regularly, on a monthly basis and special meetings will be convened as warranted by<br />
specific circumstances. The Board is provided in advance with the agenda for every Board meeting, together with<br />
comprehensive management reports which includes proposal analysis, risk evaluation and supporting documents<br />
for the Board’s perusal. Before decisions are made, consideration is given to the adequacy of information available<br />
to the Board and, if necessary, decisions are deferred if further information is required.<br />
All Directors have the right and duty to make further enquiries when necessary. In most instances, the Senior<br />
Management of the Company as well as external advisors are invited to be in attendance at Board Meetings to<br />
provide insights and to furnish clarification on issues that may be raised by the Board. Whether as a full board or<br />
in their individual capacities, Directors are also at liberty to take independent professional advice on any matter<br />
connected with the discharge of their responsibilities as they may deem necessary and appropriate.<br />
The Board is also notified of any disclosures/announcements made to Bursa Malaysia.<br />
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<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Statement Of Corporate Governance<br />
Board Effectiveness<br />
The present composition, size, modus operandi, strength of relationship with the<br />
Management and functional Board Committees, contribute to an effective Board.<br />
Apart from the convening of Board Meetings on a frequent basis, deliberation and<br />
discussion at a Board Meeting are conducted in a comprehensive and in depth manner<br />
before arriving at any decision, as recommended by the Management.<br />
A Board and Management interactive session or internally known as Board and<br />
Management Break Out Session, held twice a year, provides the Board with an additional<br />
formal platform outside the Boardroom to scrutinise the performance, business plan<br />
and budget of the Company in greater detail, thus enabling the Board to chart the<br />
strategic direction for the Company and to provide effective control linking the business<br />
plan to the key performance indicators.<br />
Board Balance and Independence<br />
The requirement of the Code for a board balance is fulfilled with Independent Directors<br />
forming more than one third of the Board. The classification for independence is<br />
in accordance with paragraph 1.01 (Definition and Interpretations) of the Listing<br />
Requirements of Bursa Malaysia Securities <strong>Berhad</strong>.<br />
The present Board consists of four (4) Independent Non-Executive Directors namely Y.<br />
Bhg. Tan Sri Dato’ Lau Yin Pin, Y. Bhg. Tan Sri Dato’ Hari Narayanan a/l Govindasamy ,Y.<br />
Bhg. Dato’ Zainal Abidin bin Putih and Y.Bhg. Dato’ Fuad bin Jaafar who are independent<br />
of Management and free from any business relationship that could materially interfere<br />
with the exercise of their independent judgement. The presence of Independent<br />
Directors assures an additional element of balance to the Board as they provide<br />
unbiased and independent views, advice and judgement to all Board deliberations.<br />
Y. Bhg. Tan Sri Dato’ Lau Yin Pin is the Senior Independent Non-Executive Director.<br />
He is the Company’s longest-serving Director and as such has significant knowledge<br />
of the Company and its business. Any concerns on or related to the Company may be<br />
conveyed to him by shareholders and the public through e-mail.<br />
Re-election<br />
Pursuant to Article 133 of the Company’s Articles of Association, newly appointed<br />
Directors are subject to re-election by shareholders at the first opportunity after their<br />
appointment and the retiring Directors may offer themselves for re-election by the<br />
shareholders. In accordance with Article 135 of the Company’s Articles of Association all<br />
Directors are required to retire from office at least once in every three (3) years.<br />
The BNRC reviews the appointment of new Director to the Company and its subsidiaries<br />
taking into consideration the required mix of skills and experience before making<br />
recommendations to the Board for approval.<br />
Further information concerning the Directors standing for re-election at the Annual<br />
General Meeting is included in the Statement Accompanying Notice of Annual General<br />
Meeting. The detailed profiles of Directors standing for re-election are provided in<br />
order to enable shareholders to make an informed decision in re-electing them.<br />
67<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Statement Of Corporate Governance<br />
Continuing Board Development<br />
Recognising the ever increasing demands of their role as Directors of a leading Public Listed Company, the Directors<br />
of TNB continue to equip themselves with the relevant professional advancement programmes particularly in<br />
corporate regulatory development and current development in the industry.<br />
All Directors have attended and successfully completed the Mandatory Accreditation Programme in compliance with<br />
the Listing Requirements of Bursa Malaysia Securities <strong>Berhad</strong>. The Directors have also been advised and encouraged<br />
to attend various professional programmes organised by various professional bodies. During the Financial Year<br />
under review, a Director has been nominated to attend the Malaysian Directors Academy (MINDA) – Programme<br />
for Building High Performance Director organized by Khazanah <strong>Nasional</strong> <strong>Berhad</strong> in collaboration with IMD. The<br />
programme is deployed through three (3) modules, namely what makes a Board perform, the strategic dimensions<br />
of work and external dimensions. The Chairman of TNB has also been invited and attended the Chairman’s Forum<br />
organized by MINDA.<br />
Apart from attending various conferences and seminars organised by the external organisers, the Board also<br />
benefited from an in-house Board Development Programme. The topic on transformation of an organisation was<br />
presented at the in-house Board Development Programme 2007. The training for the Directors also included site<br />
visits to power stations where presentations were conducted by power plant managers to explain the operational<br />
aspects of power plants.<br />
Directors’ Remuneration Procedure<br />
The BNRC will recommend to the Board on the framework and the remuneration package for the Executive Director<br />
and Senior Management. In determining the framework, the Committee has engaged professional advice from<br />
internal as well as external sources.<br />
The Level and Make-Up of Remuneration<br />
(a) The remuneration package of the Executive Director comprises of a fixed and variable pay which is linked to<br />
the key performance indicator as follows:-<br />
(i) Basic Salary<br />
The basic salary (which include the statutory contributions to the Employee Provident Fund Board) for<br />
Executive Director is recommended by the BNRC, taking into account the individual performance and<br />
information obtained from independent sources on the rates of salary for similar positions in a selected<br />
group of comparable companies in the market.<br />
(ii) Reward Scheme<br />
The Group operates a bonus scheme for all employees, including the Executive Director. The criteria set in<br />
determining the quantum of bonus is the level of profit achieved by the Company through the Group’s<br />
business activities as compared against the targets. It is also coupled with an assessment of each individual’s<br />
performance and competencies. Meanwhile, the Executive Director is provided with a Contractual bonus<br />
based on performance.<br />
(b) The remuneration package of Non-Executive Directors comprises of the following elements:-<br />
(i) Fees<br />
The Directors are paid fixed monthly fees and Meeting allowances for each Board and Board Committee<br />
meeting attended during the year. Such fees are tabled to the shareholders of the Company for approval.<br />
(ii) Benefits-in-kind<br />
Other benefits in the form of coverage on electricity bills and reimbursements are made available as<br />
appropriate.<br />
68<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Statement Of Corporate Governance<br />
Disclosure on Directors’ Remuneration<br />
The details on the aggregate remuneration received by the Directors for the Financial Year ended 31 August 2007<br />
are as follows:-<br />
Executive<br />
Dato’ Sri Che Khalib<br />
bin Mohamad Noh<br />
Basic Salary<br />
(RM)<br />
Bonus<br />
(RM)<br />
Contribution<br />
to EPF<br />
(RM)<br />
Car<br />
Allowance<br />
(RM)<br />
Flexible<br />
Benefits<br />
(RM)<br />
600,000.00 302,000.00 113,280.00 42,000.00 50,000.00<br />
Total<br />
(RM)<br />
1,107,280.00<br />
Non-Executive<br />
Fees & Allowances<br />
(RM)<br />
Benefits in kind<br />
(RM)<br />
Total<br />
(RM)<br />
Tan Sri Leo Moggie<br />
127,500.00 (TNB)<br />
98,000.00<br />
(Subsidiaries)<br />
11,747.96<br />
237,247.96<br />
Dato’ Puteh Rukiah binti<br />
Abd Majid<br />
59,950.00 (TNB)<br />
6,790.00<br />
66,740.00<br />
Mohammad Zainal bin<br />
Shaari<br />
*38,825.00 (TNB)<br />
18,591.23<br />
57,416.23<br />
Tan Sri Dato’ Lau Yin Pin<br />
@ Lau Yen Beng<br />
66,850.00 (TNB)<br />
6,481.98<br />
73,331.98<br />
Tan Sri Dato’ Hari<br />
Narayanan a/l<br />
Govindasamy<br />
58,475.00 (TNB)<br />
12,500.00<br />
(Subsidiaries)<br />
26,328.84<br />
97,303.84<br />
Dato’ Zainal Abidin bin<br />
Putih<br />
55,700.00 (TNB)<br />
12,165.25<br />
67,865.25<br />
Datuk Mohd Zaid bin<br />
Ibrahim<br />
49,000.00 (TNB)<br />
16,500.00<br />
(Subsidiaries)<br />
34,448.18<br />
99,948.18<br />
Dato’ Fuad bin Jaafar<br />
27,746.00 (TNB)<br />
16,500.00<br />
(Subsidiaries)<br />
3,748.64<br />
47,994.64<br />
Datuk Zalekha bin Hassan<br />
3,200.00 (TNB)<br />
5,338.00<br />
8,538.00<br />
Dato’ Azman bin Mokhtar<br />
(resigned w.e.f. 31 March<br />
2007)<br />
*23,500.00 (TNB)<br />
11,415.89<br />
34,915.89<br />
*Paid to Khazanah <strong>Nasional</strong> <strong>Berhad</strong> in respect of Directors Fees and Meeting Allowance provided for Dato’<br />
Azman bin Mokhtar and Mohammad Zainal bin Shaari for the Financial Year ended 31 August.<br />
69<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Statement Of Corporate Governance<br />
(B)<br />
SHAREHOLDERS<br />
TNB is committed to maintaining a constructive<br />
relationship with its shareholders, pursuing its ongoing<br />
commitment to sustain the highest standards<br />
of corporate governance practices throughout the<br />
Group with full appreciation of its impact on longterm<br />
corporate performance and optimal shareholder<br />
value.<br />
Relations Between the Company<br />
and Investors<br />
The Board and Management of TNB recognise the<br />
importance of transparency and accountability to its<br />
shareholders and investors, thereby its pursuit of the<br />
highest standards of corporate governance practices<br />
throughout the Group.<br />
Whilst various channels of communication are<br />
optimised to provide shareholders and investors with<br />
a balanced and comprehensive view of the Group’s<br />
performance and the issues faced by the Group in light<br />
of the challenging environment, the role of investor<br />
relations is entrenched as the communications platform<br />
between the Group and the investor at large. In this<br />
regard, the Investor Relations & Management Reporting<br />
Unit (IRMU), a dedicated unit under the Finance<br />
Division has been entrusted with the responsibility<br />
of coordinating and responding to all queries and<br />
information raised by shareholders, research analysts<br />
and investors. An equal level of importance is placed<br />
on the need for investor relations to channel the views<br />
of the investment community back to the Management<br />
and the Board of Directors.<br />
Under the annual investor relations programme,<br />
TNB participated in 11 utility conferences arranged<br />
by leading investment banks both in Malaysia and<br />
overseas. This provided the platform to meet with fund<br />
managers and investors, both existing and potential,<br />
to update them on the Company’s performance and<br />
to address any issues and concerns that they may<br />
have regarding the Company. During the year TNB<br />
attended 4 investor conferences held in Kuala Lumpur<br />
and 4 international conferences held in Singapore,<br />
Hong Kong, Japan and the United States. In July 2007,<br />
the TNB Management met with its local shareholders<br />
under a domestic roadshow programme arranged by<br />
the Company, whilst in November 2006, TNB accepted<br />
the invitation to go on a non-deal roadshow covering<br />
parts of Europe and the United Kingdom to meet with<br />
investors and fund managers.<br />
In FY2007, TNB met with a total of 200 fund managers<br />
and investors during the conferences and roadshows<br />
attended.<br />
The attendance of the financial community and news<br />
media to TNB’s quarterly financial result presentations,<br />
have been good. The presentations were attended by<br />
research analysts covering TNB, credit-rating agencies,<br />
and media news reporters. Fund managers on the other<br />
hand, were invited to teleconferences for the sessions.<br />
On the average, a total of 85 research analysts, several<br />
news media reporters and fund managers attended<br />
or were teleconferenced in for these quarterly<br />
presentations.<br />
In FY2007, TNB had approximately 68 meetings<br />
with equity research analysts, fund managers and<br />
investors who had requested to meet with company<br />
officials (excluding investors that were seen at<br />
conferences, roadshows and quarterly financial result<br />
presentations).<br />
TNB is a participant in the CMDF-Bursa Research<br />
Scheme (CBRS) which was initiated by Bursa Malaysia<br />
Securities <strong>Berhad</strong> in 2005. CBRS is aimed at ensuring<br />
a wider research coverage of Bursa Listed companies<br />
and to provide a platform for research to be made<br />
available to retail investors as the research coverage<br />
under CBRS is posted on Bursa’s website.<br />
The company’s website at www.tnb.com.my also<br />
provides easy and quick access to financial, corporate<br />
and other pertinent information on the Group’s<br />
various activities.<br />
70<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Statement Of Corporate Governance<br />
Constructive Use of the Annual General Meeting<br />
The Annual General Meeting (AGM) is the principal avenue for shareholders to communicate and<br />
engage in dialogue with the Board and Management of TNB. The highlights of the Company’s<br />
technical and financial performance which is made via visual presentation is made by the Chairman<br />
and President/Chief Executive Officer at the AGM. The turnout of shareholders at AGMs of TNB<br />
has always been high. A total of 2,942 shareholders and proxies attended the Sixteenth AGM<br />
held in 2006.<br />
Constructive dialogue between the Board and the shareholders are encouraged whereby at<br />
the AGM, shareholders are given the opportunity to raise questions on issues pertaining to the<br />
Company’s financial and operational performance. At the AGM, the shareholders can exercise<br />
their voting rights and the meeting is convened in strict compliance with the laws and procedures<br />
of general meeting. Separate resolutions are proposed for separate motions and the Chairman<br />
will declare the outcome of each resolution after a proposal and a secondment are done by the<br />
shareholders. Each item of ordinary and special business in the notice of the AGM would be<br />
accompanied by a full explanation of the effects of the proposed resolution. Shareholders are<br />
also given the opportunity to put forward their questions on the proposed resolutions and on the<br />
Company’s operations. The Chairman will provide sufficient time for shareholder questions on<br />
matters pertaining to the Company’s performance and would seek to explain to the shareholders<br />
with regard to their concerns.<br />
Immediately after the AGM, the Chairman and the President/Chief Executive Officer will address<br />
all issues raised by the media and analysts through a news conference and analyst briefing in the<br />
course of providing all stakeholders with the latest update on the Company.<br />
Continuing Disclosure of Material Information<br />
TNB firmly observed the continuing disclosure obligation imposed upon a listed issuer by Bursa<br />
Malaysia. The Company has in place Corporate Disclosure Policy and Procedures since 1994, which<br />
provides for adoption of Best Practices in Corporate Disclosure laid down by Bursa Malaysia in July<br />
2004. As required under the said Best Practice, the Company Secretary is identified as “Corporate<br />
Disclosure Manager” within the context of the aforementioned Best Practice.<br />
Timely and accurate disclosure is made on all material information and throughout the Financial<br />
Year under review, material information and material development thereof on acquisition,<br />
disposal, divestment, issuance of notes, proposed financing facility, conversion of bonds, related<br />
party transaction, employees’ share option scheme, notice of book closure, change in boardroom<br />
are among the material information released to Bursa Malaysia via Bursa Link.<br />
Confidentiality of Information<br />
In the conduct of briefings or presentations, the Company takes care to ensure that any information<br />
regarded as undisclosed material information about the Company and its operations will not be<br />
given to any single shareholder or shareholder group.<br />
71<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Statement Of Corporate Governance<br />
(C) ACCOUNTABILITY AND AUDIT<br />
Financial Reporting<br />
The Directors are responsible for ensuring that financial statements are drawn up in accordance with the requirements<br />
of the Companies Act, 1965 and in line with approved accounting standards in Malaysia so as to present an objective<br />
and understandable assessment of the Group’s financial position and prospects. TNB publishes quarterly financial<br />
reports so that its shareholders can monitor the Company’s financial position regularly. In this Annual Report, an<br />
assessment is provided in the Directors’ Report of the Audited Financial Statements.<br />
On behalf of the Board, the Board Audit Committee (BAC) scrutinises the quarterly financials, statutory compliance<br />
aspects of the Audited Financial Statements, and the Company’s policies and procedures prior to full deliberation<br />
at the Board level. The Board ensures the integrity of the Company’s financial reporting and fully recognises that<br />
accountability in financial disclosure forms an integral part of good corporate governance practices.<br />
Relationship with the Auditors<br />
The Board has, through the BAC, established a formal, transparent and appropriate relationship with the Group’s<br />
Auditors, both external and internal. A report by the BAC is provided on page 91 and its Terms of Reference is<br />
provided from pages 94 to 99.<br />
The BAC meets regularly with the external and internal auditors to discuss and review the audit plan, quarterly<br />
financial results, annual financial statements and the audit findings and makes recommendations for the Board’s<br />
approval.<br />
Internal Control<br />
The Board acknowledges that they are responsible for maintaining a sound system of internal control to safeguard<br />
shareholders’ investment and the Company’s assets as required by the Code. TNB adheres to Bursa Malaysia<br />
guidelines on the Statement on Internal Control: Guidance for Directors of Public Listed Companies, as guidance for<br />
compliance with these requirements.<br />
On 16 July 2007, the Board Audit Committee met with the External Auditors without the presence of the Executive<br />
Director and the Management.<br />
Information on the Group’s internal control is presented in the Statement on Internal Control, pursuant to paragraph<br />
15.27(b) of the Bursa Malaysia Listing Requirements as set out from pages 100 to 103.<br />
72<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Statement Of Corporate Governance<br />
RESPONSIBILITY STATEMENT IN<br />
RESPECT OF THE FINANCIAL YEAR<br />
UNDER REVIEW<br />
(Pursuant to paragraph 15.27(a) of the Bursa Malaysia<br />
Listing Requirements)<br />
The Board is fully accountable to ensure that the<br />
financial statements are prepared in accordance with<br />
the provisions of the Companies Act, 1965 and the<br />
applicable approved accounting standards set by the<br />
Malaysian Accounting Standards Board so as to present<br />
a true and fair view, balanced and understandable<br />
assessment of the Group’s financial position and<br />
prospects. In this Annual Report, an assessment is<br />
provided in the Directors’ Report of the Audited<br />
Financial Statement.<br />
The BAC reviews the statutory compliance and<br />
scrutinises the financial aspects of the Audited Financial<br />
Statement prior to full deliberation at the Board level.<br />
ADDITIONAL COMPLIANCE<br />
STATEMENT<br />
Apart from providing the shareholders and the<br />
stakeholders with an overview of the state of corporate<br />
governance in the Company, TNB is also pleased to<br />
disclose the following information:<br />
(1) Utilisation of Proceeds Raised from any Corporate<br />
Proposal<br />
During the Financial Year 2007, the proceeds<br />
from the disposal of TNB shares in Malaysian<br />
Technology Development Corporation Sdn. Bhd.<br />
and the exercise of the Employees’ Share Option<br />
Scheme were utilised to finance the Company’s<br />
working capital and capital expenditure.<br />
(2) Share Buy-Back for the Financial Year<br />
There was no share buy-back exercise carried out<br />
by the Company for the Financial Year ended 31<br />
August 2007.<br />
(3) Options, Warrants or Convertible Securities<br />
Exercised<br />
The status on Options, Warrants or Convertible<br />
Securities exercised by the Company are as<br />
follows:-<br />
(a) The Company launched the second Employees’<br />
Share Option Scheme (ESOS II) in July 2003<br />
and as at August 2007, eight (8) offers have<br />
been made to eligible employees where:-<br />
(i) under the First Offer, options<br />
representing 199,994,000 shares were<br />
offered at an option price of RM8.39<br />
(being the 5 day weighted average<br />
price from 30 June 2003 to 4 July 2003<br />
net of 10% discount) to 22,815 eligible<br />
employees. Options representing a<br />
total of 199,347,000 shares were taken<br />
up by the grantees and the options<br />
exercised until August 2007 represented<br />
176,718,764 shares. Under the First Offer<br />
an additional 6,000 shares options were<br />
also offered and taken up by 1 eligible<br />
employee and until August 2007, 6,000<br />
shares were exercised;<br />
(ii) under the Second Offer, options<br />
representing 16,872,000 shares were<br />
offered at an option price of RM8.74<br />
(being the 5 day weighted average price<br />
from 17 February 2004 to 24 February<br />
2004 net of 10% discount) to 2,927<br />
eligible employees. Options representing<br />
a total of 16,838,000 shares were taken<br />
up and until August 2007, 13,674,112<br />
shares were exercised;<br />
(iii) under the Third Offer, options<br />
representing 14,128,000 shares were<br />
offered at an option price of RM9.28<br />
(being the 5 day weighted average price<br />
from 21 February 2005 to 25 February<br />
2005 net of 10% discount) to 2,209<br />
eligible employees. Options representing<br />
a total of 13,192,000 shares were taken<br />
up and until August 2007, 8,520,045<br />
shares were exercised;<br />
73<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Statement Of Corporate Governance<br />
(iv) under the additional Offer, 450,000 shares options were offered at an option price of RM9.69 (being<br />
the 5 day weighted average price from 18 January 2005 to 25 January 2005 net of 10% discount)<br />
and RM9.75 (being the 5 day weighted average price from 10 June 2005 to 16 June 2005 net of 10%<br />
discount) to 2 eligible employees. The total shares of 450,000 were taken up and until August 2007,<br />
70,000 shares were exercised;<br />
(v) under the fourth, fifth, sixth and seventh Offers, options representing 17,267,000 shares were offered<br />
at an option price of RM9.17 (being the 5 day weighted average price from 18 January 2006 to<br />
24 January 2006 net of 10% discount) to 4,055 eligible employees. Options representing a total of<br />
16,843,000 shares were taken up and until August 2007, 9,887,115 shares were exercised;<br />
(vi) under the Performance Stock Options for Senior Management employees, options representing<br />
1,336,000 shares were offered at an option price of RM9.189 (being the 5 day weighted average<br />
price from 18 August 2006 and 21 August 2006 to 24 August 2006) to 16 eligible employees. Options<br />
representing a total of 1,336,000 shares were taken up and until August 2007, 30,000 shares were<br />
exercised;<br />
(vii) under the eighth Offer, options representing 15,751,000 shares were offered at an option price of<br />
RM11.07 (being the 5 day weighted average price from 15 February 2007 to 16 February 2007 and<br />
21 February 2007 to 23 February 2007 net of 10% discount) to 2,853 eligible employees. Options<br />
representing a total of 14,806,000 shares were taken up and until August 2007, 18,000 shares were<br />
exercised.<br />
(4) American Depository Receipts (“ADR”)<br />
In January 1994, TNB launched its Level 1 American Depository Receipts (ADR) in New York, the United States<br />
of America. Each ADR carries an equivalent of four underlying TNB shares. The only custodian bank for TNB’s<br />
ADR programme is Malayan Banking <strong>Berhad</strong>. The Bank of New York in the USA is the Depository Bank and<br />
the ADRs are traded over the counter. As at 31 August 2007, the total number of ordinary shares held through<br />
these ADRs was 2,008,825 which represented less than five per cent of the issued and paid-up capital of the<br />
4,331,709,068 shares of TNB.<br />
(5) Sanctions/Penalties<br />
There were no sanctions and/or penalties imposed on the Company and its subsidiaries, Directors or Management<br />
by the relevant regulatory bodies during the Financial Year ended 31 August 2007.<br />
(6) Non Audit Fees<br />
Apart from the annual audit fees, the Group had paid non audit fees to the external auditors. The amounts<br />
paid for the Financial Year ended 31 August 2007 are as follows:-<br />
External Auditor<br />
Total Paid<br />
PricewaterhouseCoopers<br />
RM1,305,000.00<br />
PT Prima Wahana Caraka,<br />
PricewaterhouseCoopers, Jakarta<br />
USD78,648.90<br />
74<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Statement Of Corporate Governance<br />
(7) Variation in Results<br />
The Company did not issue any profit forecast for<br />
the Financial Year ended 31 August 2007. As such,<br />
no commentary is made on variation in results.<br />
(8) Profit Guarantee<br />
The Company did not issue any profit guarantee<br />
for the Financial Year ended 31 August 2007.<br />
(9) Material Contracts<br />
Save as disclosed below, there is no other contracts<br />
which may be material that have been entered<br />
into by TNB or its subsidiaries in the Financial<br />
Year under review, apart from material contracts<br />
concerning borrowings as follows:-<br />
(i) On 9 February 2006, TNB executed 4 sets of<br />
Term Loan Agreements for a total combined<br />
term loan facility of RM1.0 billion with<br />
Malayan Banking <strong>Berhad</strong>. The term loans were<br />
structured into 4 tranches of RM250 million,<br />
each with varying tenors ranging from 7 to 10<br />
years from the date of drawndown.<br />
(ii) On 24 August 2006, TNB had entered into a<br />
Novation and Amendment Agreement with<br />
TNB Janamanjung Sdn. Bhd., TNB Capital (L)<br />
Ltd. and HSBC Bank PLC to effect the novation<br />
of the outstanding ECA Loan equivalent to<br />
US$503,003,321 from TNB Janamanjung Sdn.<br />
Bhd. to TNB Capital (L) Ltd. The novation<br />
forms part of the restructuring of the ECA<br />
Loan which entails a re-pricing of the interest<br />
rate and unification of the currencies into a<br />
single currency namely from USD, € and £ into<br />
USD.<br />
(10) Revaluation Policy<br />
The revaluation policy of the Company in relation<br />
to its landed properties is set out in Note 2(f) of<br />
the Notes to the Financial Statements set out on<br />
page 17 of this Annual Report.<br />
2006 until the forthcoming AGM. Such approval<br />
will expire at the conclusion of the forthcoming<br />
Seventeenth AGM thus compelling the Board to<br />
propose to seek the shareholders’ mandate for<br />
the renewal of the same, together with a new<br />
mandate on recurrent transactions of a revenue<br />
or trading nature with the new related parties.<br />
Pursuant to paragraph 4.1.5 of Practice<br />
Note 12/2001 of the Listing Requirements,<br />
a breakdown of the aggregate value of the<br />
Recurrent Transactions together with the type<br />
of the Recurrent Transactions, the related parties<br />
involved and the nature of their relationship with<br />
TNB in each type of the Recurrent Transaction<br />
made during the Financial Year are set out on<br />
page 76 of this Annual Report.<br />
STATEMENT ON COMPLIANCE<br />
WITH THE REQUIREMENTS OF<br />
BURSA MALAYSIA IN RELATION TO<br />
APPLICATION OF PRINCIPLES AND<br />
ADOPTION OF BEST PRACTICES LAID<br />
DOWN IN THE MALAYSIAN CODE<br />
OF CORPORATE GOVERNANCE<br />
(Pursuant to paragraph 15.26 of the Bursa Malaysia<br />
Listing Requirements)<br />
The Board is pleased to report to shareholders that<br />
the Company has applied the principles of corporate<br />
governance and is in compliance with Part 1 of the<br />
Code. Further to that, the Board remains committed<br />
to attain the highest possible standard of corporate<br />
governance through continuous adoption of best<br />
practices as recommended in Part 2 of the Code.<br />
Signed on behalf of the Board of Directors in accordance<br />
with their resolution dated 25 October 2007.<br />
(11) Recurrent Related Party Transactions of a Revenue<br />
or Trading Nature<br />
At the Extraordinary General Meeting of the<br />
Company held on 14 December 2006, the<br />
shareholders of TNB had approved and ratified<br />
all recurrent transactions of a revenue or trading<br />
nature, which are necessary for the day-to-day<br />
operations of the Group, entered into by the<br />
Company and/or its subsidiaries with certain<br />
classes of related parties from 14 December<br />
TAN SRI DATO’ LAU YIN PIN @ LAU YEN BENG<br />
SENIOR INDEPENDENT NON-EXECUTIVE DIRECTOR<br />
75<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Recurrent Related Party<br />
Transactions<br />
At the Sixteenth Annual General Meeting of TNB which was held on<br />
14 December 2006, the shareholders had approved and ratified all<br />
recurrent related party transactions (RRPT) of a revenue or trading<br />
nature, which are necessary for the day-to-day operations of the<br />
Group, entered into by the Company and/or its subsidiaries with<br />
certain classes of related parties from 15 December 2006 until the<br />
forthcoming AGM. In accordance with paragraph 4.1.5 of Practice<br />
Note 12/2001 of the Listing Requirements, a breakdown of the<br />
aggregate value of the recurrent transactions together with the<br />
type of the recurrent transactions, the related parties involved<br />
and the nature of their relationship with TNB in each type of the<br />
recurrent transaction made during the Financial Year are tabulated<br />
below:-<br />
(1) RENEWAL OF SHAREHOLDERS’ MANDATE FOR RRPT OF A REVENUE OR TRADING NATURE<br />
Transacting<br />
Company in<br />
TNB Group<br />
Persons<br />
Connected<br />
to Major<br />
Shareholder<br />
(Related<br />
Parties<br />
Involved)<br />
Interested<br />
Major<br />
Shareholder<br />
Nature of Relationship<br />
Nature of<br />
Recurrent<br />
Transactions<br />
Aggregate<br />
Value (RM) of<br />
the Transaction<br />
during the<br />
validity of the<br />
Mandate<br />
TNB<br />
Edaran<br />
Otomobil<br />
<strong>Nasional</strong><br />
<strong>Berhad</strong><br />
Khazanah<br />
<strong>Nasional</strong> <strong>Berhad</strong><br />
Khazanah <strong>Nasional</strong><br />
<strong>Berhad</strong> being a major<br />
shareholder of TNB<br />
has 6.27% interest in<br />
EON, making the latter<br />
person connected to<br />
the Major Shareholder.<br />
i) Purchase of<br />
Vehicle<br />
ii) Repair of<br />
vehicle<br />
346,312.60<br />
14,498.41<br />
TNB<br />
Putrajaya<br />
Holdings Sdn.<br />
Bhd.<br />
Khazanah<br />
<strong>Nasional</strong> <strong>Berhad</strong><br />
Khazanah <strong>Nasional</strong><br />
<strong>Berhad</strong> being a major<br />
shareholder of TNB<br />
has 15.59% interest<br />
in Putrajaya Holdings<br />
Sdn. Bhd., making<br />
the latter person<br />
connected to the<br />
Major Shareholder.<br />
Payment on<br />
office rental<br />
1,209,423.85<br />
76<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Recurrent Related Party Transactions<br />
(2) SHAREHOLDERS’ MANDATE FOR RRPT OF REVENUE OR TRADING NATURE<br />
Transacting<br />
Companies<br />
in TNB<br />
Group<br />
Persons<br />
Connected<br />
to Major<br />
Shareholder<br />
(Related<br />
Parties<br />
Involved)<br />
Interested Major<br />
Shareholder<br />
Nature of<br />
Relationship<br />
Nature of<br />
Recurrent<br />
Transactions<br />
Aggregate<br />
Value (RM) of<br />
the Transactions<br />
during the validity<br />
of the Mandate<br />
Bangsar<br />
Energy<br />
Systems Sdn.<br />
Bhd.<br />
Telekom<br />
Malaysia<br />
<strong>Berhad</strong><br />
Khazanah<br />
<strong>Nasional</strong> <strong>Berhad</strong><br />
Khazanah <strong>Nasional</strong><br />
<strong>Berhad</strong> being a<br />
major shareholder<br />
of TNB has 40.13%<br />
interest in Telekom<br />
Malaysia <strong>Berhad</strong>,<br />
making the latter a<br />
person connected<br />
to the Major<br />
Shareholder.<br />
Supply of<br />
chilled water<br />
7,474,644.36<br />
TNB<br />
UDA Holdings<br />
<strong>Berhad</strong><br />
Khazanah<br />
<strong>Nasional</strong> <strong>Berhad</strong><br />
Khazanah <strong>Nasional</strong><br />
<strong>Berhad</strong> being a<br />
major shareholder<br />
of TNB has 50.01%<br />
interest in UDA<br />
Holdings <strong>Berhad</strong>,<br />
making the latter a<br />
person connected<br />
to the Major<br />
Shareholder.<br />
Payment on<br />
office rental<br />
44,640.00<br />
AGGREGATE VALUE OF THE TRANSACTIONS 9,089,519.22<br />
77<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Group<br />
Corporate Structure<br />
(As at October 2007)<br />
Associate/Investment<br />
Companies<br />
Trust Foundation<br />
Subsidiaries<br />
FIBRECOMM NETWORK<br />
(M) SDN. BHD. (49%)<br />
TEKNOLOGI TENAGA PERLIS<br />
CONSORTIUM<br />
SDN. BHD. (20%)<br />
PERUSAHAAN OTOMOBIL<br />
ELEKTRIK (MALAYSIA)<br />
SDN. BHD. (20%)<br />
GB3<br />
SDN. BHD. (20%)<br />
LABUAN REINSURANCE (L)<br />
LTD. (10%)<br />
FEDERAL POWER<br />
SDN. BHD. (8.91%)<br />
BAKUN HYDRO-ELECTRIC<br />
CORPORATION SDN. BHD.<br />
(6.67%)<br />
ELECTROSTORM<br />
INC. (1.58%)<br />
Dormant<br />
Subsidiaries:<br />
TNB DISTRIBUTION SDN. BHD. (100%)<br />
SUMBER HIDRO MANAGEMENT<br />
SDN. BHD. (100%)<br />
TNB GENERATION SDN. BHD. (100%)<br />
- TNBG POWER SERVICES<br />
SDN. BHD. (100%)<br />
TNB HIDRO SDN. BHD. (100%)<br />
TNB-IT SDN. BHD. (100%)<br />
TNB KAPAR SDN. BHD. (100%)<br />
TNB KEKAL SDN. BHD. (100%)<br />
TNB LOGISTICS SDN. BHD. (100%)<br />
TNB PAKA SDN. BHD. (100%)<br />
TNB METERING SERVICES<br />
SDN. BHD. (100%)<br />
TNB RISK MANAGEMENT<br />
SDN. BHD. (100%)<br />
TNB PRAI SDN. BHD. (100%)<br />
TNB WORKSHOP SERVICES<br />
SDN. BHD. (100%)<br />
TNB TRANSMISSION NETWORK<br />
SDN. BHD. (100%)<br />
YAYASAN TENAGA NASIONAL<br />
RETIREMENT BENEFIT<br />
TRUST FUND<br />
TNB ENGINEERING CORP.<br />
SDN. BHD. (100%)<br />
TNB ENGINEERS<br />
SDN. BHD. (100%)<br />
TNB ENERGY SERVICES<br />
SDN. BHD. (100%)<br />
TNB FUEL SERVICES<br />
SDN. BHD. (100%)<br />
TNB JANAMANJUNG<br />
SDN. BHD. (100%)<br />
TNB POWER DAHARKI<br />
LTD. (100%)<br />
TNB PROPERTIES<br />
SDN. BHD. (100%)<br />
TNB REPAIR AND<br />
MAINTENANCE<br />
SDN. BHD. (100%)<br />
TNB RESEARCH<br />
SDN. BHD. (100%)<br />
UNIVERSITI<br />
TENAGA NASIONAL<br />
SDN. BHD. (100%)<br />
TNB CAPITAL (L)<br />
LTD. (100%)<br />
TNB VENTURES<br />
SDN. BHD. (100%)<br />
POWER AND ENERGY<br />
INTERNATIONAL<br />
(MAURITIUS)<br />
LTD. (100%)<br />
TNB KULIM DISTRIBUTION<br />
SDN. BHD. (100%)<br />
TNB KULIM GENERATION<br />
SDN. BHD. (100%)<br />
TNB COAL INTERNATIONAL<br />
LIMITED. (92.5%)<br />
SABAH ELECTRICITY<br />
SDN. BHD. (80%)<br />
MALAYSIA TRANSFORMER<br />
MANUFACTURING<br />
SDN. BHD. (100%)<br />
SEPANG POWER<br />
SDN. BHD. (70%)<br />
TENAGA SWITCHGEAR<br />
SDN. BHD. (60%)<br />
KAPAR ENERGY VENTURES<br />
SDN. BHD. (60%)<br />
78<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Group Corporate Structure<br />
TNEC CONSTRUCTION<br />
SDN. BHD. (100%)<br />
TNEC OPERATIONS AND<br />
MAINTENANCE SDN. BHD. (100%)<br />
BANGSAR ENERGY SYSTEMS<br />
SDN. BHD. (100%)<br />
JANA LANDFILL SDN. BHD. (70%)<br />
TOMEST ENERGY MANAGEMENT<br />
SDN. BHD. (51%)<br />
SELESA ENERGY SYSTEMS<br />
SDN. BHD. (100%)<br />
OASIS PARADE<br />
SDN. BHD. (100%)<br />
MALAYSIAN SHOAIBA CONSORTIUM<br />
SDN. BHD. (20%)<br />
TNB LIBERTY POWER<br />
LIMITED (100%)<br />
TNP CONSTRUCTION<br />
SDN. BHD. (100%)<br />
*<br />
P.T. DASA EKA<br />
JASATAMA (99%)<br />
HICOM-TNB PROPERTIES<br />
SDN. BHD. (40%)<br />
INDERA-TNB PROPERTIES<br />
SDN. BHD. (40%)<br />
KM METRO-TNB PROPERTIES<br />
SDN. BHD. (40%)<br />
TNB PROPERTIES-JB CITYTOWERS<br />
SDN. BHD. (40%)<br />
ZEUS-TNB PROPERTIES<br />
SDN. BHD. (40%)<br />
TNB OPERATIONS & MAINTENANCE<br />
INTERNATIONAL LTD (100%)<br />
TRICHY POWER<br />
LIMITED (100%)<br />
TRICHY ENERGY<br />
LIMITED (100%)<br />
TENAGA MICROWAVE TECHNOLOGIES<br />
SDN. BHD. (In the process of liquidation)<br />
TENAGA CABLE INDUSTRIES<br />
SDN. BHD. (76%)<br />
NORTHERN UTILITY RESOURCES<br />
SDN. BHD. (20%)<br />
LEGEND<br />
SUBSIDIARY<br />
SUB-SUBSIDIARY<br />
SUBSIDIARY OF SUB-SUBSIDIARY<br />
ASSOCIATE COMPANY OF SUBSIDIARY<br />
ASSOCIATE COMPANY<br />
INVESTMENT COMPANY<br />
ASSOCIATE COMPANY OF SUB-SUBSIDIARY<br />
TRUST FOUNDATION<br />
INDEPENDENT POWER INTERNATIONAL<br />
LTD. (100%)<br />
DYNAMIC ACRES<br />
SDN. BHD. (100%)<br />
Note :<br />
* In the process of disposal.<br />
79<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Organisational<br />
Structure<br />
Chief<br />
Internal<br />
Auditor<br />
Board<br />
Of<br />
Directors<br />
Board<br />
Committees<br />
Company<br />
Secretary<br />
President/Chief Executive Officer<br />
Senior Vice President<br />
(Operations & Technical)<br />
Vice<br />
President<br />
Generation<br />
Division<br />
Vice<br />
President<br />
Transmission<br />
Division<br />
Vice<br />
President<br />
Distribution<br />
Division<br />
Chief<br />
Financial<br />
Officer<br />
Finance<br />
Division<br />
Vice<br />
President<br />
Corporate<br />
Services<br />
Division<br />
Vice<br />
President<br />
Human<br />
Resource<br />
Division<br />
Chief<br />
Information Officer<br />
Information and<br />
Communication<br />
Technology Division<br />
Vice<br />
President<br />
Investment<br />
Management<br />
Division<br />
Core Business Management Services Non-core Business<br />
Functional Reporting<br />
Direct Reporting<br />
80<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
81<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Corporate<br />
Information<br />
Board Of Directors<br />
Tan Sri Leo Moggie<br />
(Non-Independent Non-Executive Chairman)<br />
Dato’ Sri Che Khalib bin Mohamad Noh<br />
(President/Chief Executive Officer)<br />
(Non-Independent Executive Director)<br />
Dato’ Puteh Rukiah binti Abd Majid<br />
(Non-Independent Non-Executive Director)<br />
Mohammad Zainal bin Shaari<br />
(Non-Independent Non-Executive Director)<br />
(Appointed w.e.f. 31.3.2007)<br />
(Resigned as Alternate Director to Dato’ Azman<br />
bin Mokhtar on 31.3.2007)<br />
Tan Sri Dato’ Lau Yin Pin @ Lau Yen Beng<br />
(Senior Independent Non-Executive Director)<br />
Tan Sri Dato’ Hari Narayanan a/l Govindasamy<br />
(Independent Non-Executive Director)<br />
Dato’ Zainal Abidin bin Putih<br />
(Independent Non-Executive Director)<br />
Datuk Mohd Zaid bin Ibrahim<br />
(Non-Independent Non-Executive Director)<br />
Dato’ Fuad bin Jaafar<br />
(Independent Non-Executive Director)<br />
(Appointed w.e.f. 15.3.2007)<br />
Datuk Zalekha binti Hassan<br />
(Alternate Director to Dato’ Puteh Rukiah<br />
binti Abd Majid)<br />
(Non-Independent Non-Executive Director)<br />
Dato’ Azman bin Mokhtar<br />
(Non-Independent Non-Executive Director)<br />
(Resigned on 31.3.2007)<br />
Board Audit Committee<br />
Tan Sri Dato’ Lau Yin Pin @ Lau Yen Beng<br />
(Chairman of the Committee)<br />
Mohammad Zainal bin Shaari<br />
Dato’ Zainal Abidin bin Putih<br />
Tan Sri Dato’ Hari Narayanan a/l Govindasamy<br />
Board Nomination And<br />
Remuneration Committee<br />
Tan Sri Leo Moggie<br />
(Chairman of the Committee)<br />
Mohammad Zainal bin Shaari<br />
Tan Sri Dato’ Hari Narayanan a/l Govindasamy<br />
Dato’ Fuad bin Jaafar<br />
Company Secretaries<br />
Nor Zakiah binti Abdul Ghani<br />
(LS 0008795)<br />
Wan Marzimin bin Wan Muhammad<br />
(LS 0009013)<br />
Share Registrar<br />
Symphony Share Registrars Sdn. Bhd.<br />
Level 26, Menara Multi-Purpose<br />
Capital Square<br />
No. 8, Jalan Munshi Abdullah<br />
50100 Kuala Lumpur, Malaysia<br />
82<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Corporate Information<br />
Principal Bankers<br />
Malayan Banking <strong>Berhad</strong><br />
Level 1, Tower A, Dataran Maybank<br />
No.1, Jalan Maarof<br />
59000 Kuala Lumpur, Malaysia<br />
CIMB Bank <strong>Berhad</strong><br />
No. 21 & 23, Lorong Ara Kiri 1<br />
Lucky Garden, Bangsar<br />
59100 Kuala Lumpur, Malaysia<br />
Bank Islam Malaysia <strong>Berhad</strong><br />
Cawangan KL Sentral<br />
Tingkat Bawah, No. CS/3B/G<br />
Block 3B, Plaza Sentral, KL Sentral<br />
50748 Kuala Lumpur, Malaysia<br />
External Auditor<br />
Stock Exchange Listing<br />
Main Board<br />
Bursa Malaysia Securities <strong>Berhad</strong><br />
Malaysia<br />
Ratings<br />
Baa1<br />
BBB<br />
AA1<br />
AA+<br />
(Moody’s)<br />
(Standard & Poor’s)<br />
(Rating Agency Malaysia)<br />
(Malaysian Rating Agency<br />
Corporation <strong>Berhad</strong>)<br />
American Depository Receipts<br />
Programme (ADR)<br />
ADR Level 1<br />
Messrs PricewaterhouseCoopers (No. AF: 1146)<br />
Level 10, 1 Sentral<br />
Jalan Travers<br />
Kuala Lumpur Sentral<br />
P.O Box 10192<br />
50706 Kuala Lumpur, Malaysia<br />
Registered Office<br />
And Head Office<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong><br />
No. 129, Jalan Bangsar<br />
59200 Kuala Lumpur, Malaysia<br />
Telephone : 603- 2296 5566<br />
Facsimile : 603-2296 3686<br />
Website : www.tnb.com.my<br />
E-mail : CoSec@tnb.com.my<br />
lauyp@tnb.com.my<br />
(Tan Sri Dato’ Lau Yin Pin @ Lau Yen<br />
Beng)<br />
(Senior Independent Non-Executive<br />
Director)<br />
83<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Board Of<br />
Directors’<br />
11 10 12<br />
8<br />
4<br />
3<br />
1. Tan Sri Leo Moggie<br />
(Non-Independent Non-Executive Chairman)<br />
2. Dato’ Sri Che Khalib bin Mohamad Noh<br />
(President/Chief Executive Officer)<br />
(Non-Independent Executive Director)<br />
3. Dato’ Puteh Rukiah binti Abd Majid<br />
(Non-Independent Non-Executive Director)<br />
4. Mohammad Zainal bin Shaari<br />
(Non-Independent Non-Executive Director)<br />
(Appointed w.e.f. 31.3.2007)<br />
5. Tan Sri Dato’ Lau Yin Pin @ Lau Yen Beng<br />
(Senior Independent Non-Executive Director)<br />
6. Tan Sri Dato’ Hari Narayanan a/l Govindasamy<br />
(Independent Non-Executive Director)<br />
84<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Board Of Directors’<br />
5 7 2 6 9<br />
1<br />
7. Dato’ Zainal Abidin bin Putih<br />
(Independent Non-Executive Director)<br />
8. Datuk Mohd Zaid bin Ibrahim<br />
(Non-Independent Non-Executive Director)<br />
9. Dato’ Fuad bin Jaafar<br />
(Independent Non-Executive Director)<br />
(Appointed w.e.f. 15.3.2007)<br />
10. Datuk Zalekha binti Hassan<br />
(Alternate Director to Dato’ Puteh Rukiah binti Abd<br />
Majid)<br />
(Non-Independent Non-Executive Director)<br />
11. Nor Zakiah binti Abdul Ghani<br />
Company Secretary<br />
12. Wan Marzimin bin Wan Muhammad<br />
Company Secretary<br />
85<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Profile Of Board Of<br />
Directors<br />
TAN SRI LEO MOGGIE<br />
Chairman<br />
Non-Independent Non-Executive Director<br />
Tan Sri Leo Moggie, 66 years of age and a Malaysian<br />
was appointed as Non-Independent Non-Executive<br />
Chairman of <strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> on 12 April<br />
2004. He is the Chairman of the Board Nomination<br />
& Remuneration Committee and Board Finance &<br />
Investment Committee. Tan Sri Leo Moggie also sits on<br />
the Board of Digi.Com <strong>Berhad</strong>.<br />
Tan Sri Leo Moggie holds a Master of Arts in History<br />
from University of Otago, New Zealand and a Masters<br />
in Business Administration from Pennsylvania State<br />
University, USA.<br />
He held several senior ministerial posts both at the<br />
federal and state levels prior to his appointment<br />
as Chairman of <strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong>. Tan Sri<br />
Leo Moggie was the former Minister of Energy,<br />
Communications and Multimedia (1998–2004),<br />
Minister of Works (1989–1995), Minister of Energy,<br />
Telecommunications and Posts (1978–1989 and 1995-<br />
1998) in the Federal Cabinet and Minister of Local<br />
Government (1977–1978) and Minister of Welfare<br />
Services (1976–1977) in the State Government of<br />
Sarawak.<br />
He began his career as a Civil Servant and held various<br />
positions in the Sarawak State Civil Service from 1966 to<br />
1974. He was also a member of Council Negeri Sarawak<br />
(1974–1978) and a member of Parliament (1974–2004).<br />
Tan Sri Leo Moggie attended all the 17 Board Meetings<br />
held in the Financial Year.<br />
DATO’ SRI CHE KHALIB BIN MOHAMAD NOH<br />
President/Chief Executive Officer<br />
Non-Independent Executive Director<br />
Dato’ Sri Che Khalib bin Mohamad Noh, 42 years of age<br />
and a Malaysian, was appointed as a Non-Independent<br />
Executive Director of <strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> on 1 July<br />
2004. He sits on the Board Disciplinary Committee.<br />
He is a Fellow of the Association of Chartered Certified<br />
Accountants (United Kingdom) and also a member of<br />
the Malaysian Institute of Accountants.<br />
Dato’ Sri Che Khalib has held several key positions in<br />
the private sector. He started his career with Messrs<br />
Ernst & Young and later joined Bumiputra Merchant<br />
Bankers <strong>Berhad</strong>. Between 1992 and 1999, he served<br />
in several companies within Renong Group, including<br />
Projek Lebuhraya Utara-Selatan, HBN Management<br />
Services Sdn. Bhd., Renong Overseas Corporation Sdn.<br />
Bhd. and Marak Unggul Sdn. Bhd., the consortium<br />
company responsible for the management of Keretapi<br />
Tanah Melayu <strong>Berhad</strong>. In June 1999, he joined Ranhill<br />
Utilities <strong>Berhad</strong> as the Chief Executive Officer. He was<br />
the Managing Director and Chief Executive Officer<br />
of KUB Malaysia <strong>Berhad</strong> prior to his appointment as<br />
President/Chief Executive Officer of <strong>Tenaga</strong> <strong>Nasional</strong><br />
<strong>Berhad</strong>.<br />
Prior to joining <strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong>, Dato’ Sri Che<br />
Khalib served as a member of the Board and Executive<br />
Committee of Khazanah <strong>Nasional</strong> <strong>Berhad</strong> from 2000 till<br />
2004. He also served as Board member on several of the<br />
United Engineers Malaysia <strong>Berhad</strong> Group of Companies<br />
and Bank Industri & Teknologi Malaysia <strong>Berhad</strong>.<br />
He attended all the 17 Board Meetings held in the<br />
Financial Year.<br />
86<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Profile Of Board Of Directors<br />
DATO’ PUTEH RUKIAH BINTI ABD MAJID<br />
Non-Independent Non-Executive Director<br />
MOHAMMAD ZAINAL BIN SHAARI<br />
Non-Independent Non-Executive Director<br />
Dato’ Puteh Rukiah binti Abd Majid, 54 years of age and<br />
a Malaysian, was appointed as Non-Independent Non-<br />
Executive Director of <strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> on 13<br />
September 2006. She is the Chairman of Board Tender<br />
Committee and a member of the Board Disciplinary<br />
Committee.<br />
She is a holder of a Bachelor of Economics (Hons) from<br />
University Malaya, Malaysia and Masters (Economy)<br />
from Western Michigan University, USA.<br />
She has held various posts in the Government such<br />
as the Deputy Under Secretary, Minister of Finance<br />
(Incorporated), Privatisation and Public Enterprise<br />
Division (2000 – 2004) and later as Under Secretary,<br />
Investment, Minister of Finance (Incorporated) and<br />
Privatisation Division (2004 – August 2006). At present,<br />
she is the Deputy Secretary General (Systems and<br />
Controls), Ministry of Finance.<br />
She sits on the Boards of Perbadanan Usahawan <strong>Nasional</strong><br />
<strong>Berhad</strong>, Pengurusan Aset Air <strong>Berhad</strong>, Malaysia Airlines<br />
System <strong>Berhad</strong> (as an Alternate Director), Penerbangan<br />
Malaysia <strong>Berhad</strong> and Pelaburan Hartanah Bumiputera<br />
<strong>Berhad</strong>.<br />
She attended 15 out of the 17 Board Meetings held in<br />
the Financial Year.<br />
Mohammad Zainal bin Shaari, 44 years of age and a<br />
Malaysian. He was appointed as Non-Independent<br />
Non-Executive Director of <strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> on<br />
31 March 2007. He sits on the Board Tender Committee,<br />
Board Audit Committee, Board Finance & Investment<br />
Committee and Board Nomination & Remuneration<br />
Committee.<br />
Mohammad Zainal is a Fellow of the Institute of<br />
Chartered Accountants in England & Wales and the<br />
Association of Chartered Certified Accountants (ACCA)<br />
of the United Kingdom. He is also a member of the<br />
Malaysian Institute of Accountants and the Malaysian<br />
Institute of Certified Public Accountants.<br />
He has extensive experience in the field of<br />
accounting and has held various positions in a Public<br />
Accounting Firm in the United Kingdom (1984-1990),<br />
PricewaterhouseCoopers (1990-2002) and BinaFikir<br />
Sdn. Bhd. (January 2003-October 2004). Currently,<br />
he is an Executive Director/Chief Operating Officer of<br />
Khazanah <strong>Nasional</strong> <strong>Berhad</strong>.<br />
He is also a Director of Proton Holdings <strong>Berhad</strong> and<br />
serves as a member of its Board Audit Committee. On 1<br />
September 2006, he was appointed to be a member of<br />
the Financial Reporting Foundation.<br />
Mohammad Zainal has attended 5 out of the 7<br />
Board Meetings held in the Financial Year since his<br />
appointment on 31 March 2007.<br />
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Profile Of Board Of Directors<br />
TAN SRI DATO’ LAU YIN PIN @ LAU YEN BENG<br />
Senior Independent Non- Executive Director<br />
TAN SRI DATO’ HARI NARAYANAN<br />
A/L GOVINDASAMY<br />
Independent Non- Executive Director<br />
Tan Sri Dato’ Lau Yin Pin @ Lau Yen Beng, 58 years of<br />
age and a Malaysian, is the Senior Independent Non-<br />
Executive Director of <strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong>. He<br />
chairs the Board Audit Committee and sits on the Board<br />
Tender Committee.<br />
He is a Chartered Accountant of the Malaysian Institute<br />
of Accountants (MIA) since 1979, a Fellow Member of<br />
the Chartered Association of Certified Accountants<br />
(ACCA), United Kingdom since 1981 and also a<br />
graduate of the Institute of Chartered Secretaries and<br />
Administrators (ICSA), United Kingdom. He obtained<br />
his Diploma in Commerce (with Distinction), from Kolej<br />
Tunku Abdul Rahman.<br />
He is the Chairman of Star Publications (Malaysia)<br />
<strong>Berhad</strong> and a Director of YTL Power International<br />
<strong>Berhad</strong> and Nanyang Press Holdings Bhd.<br />
He attended 16 out of the 17 Board Meetings held in<br />
the Financial Year.<br />
Tan Sri Dato’ Hari Narayanan, 57 years of age and a<br />
Malaysian, is an Independent Non-Executive Director<br />
of <strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong>. He was appointed to the<br />
Board of <strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> on 1 March 1995. He<br />
is a member of the Board Audit Committee and Board<br />
Nomination & Remuneration Committee.<br />
Tan Sri Dato’ Hari Narayanan’s directorships in other<br />
public companies are S P Setia <strong>Berhad</strong> and Puncak<br />
Niaga Holdings <strong>Berhad</strong>. He also sits on the board of<br />
Lembaga Lebuhraya Malaysia (The Malaysian Highway<br />
Authority).<br />
He holds a Bachelor degree in Electrical and Electronics<br />
Engineering from the University of Northumbria,<br />
England.<br />
He has vast experience in the field of electrical and<br />
electronics engineering and has held key positions at<br />
Inchcape <strong>Berhad</strong> and Tamco Cutler-Hammer Sdn. Bhd.<br />
He is currently the Chairman of Noblemax Resources<br />
Sdn. Bhd., Chairman of IEV Group Sdn. Bhd., Deputy<br />
Chairman of Emrail Sdn. Bhd., Deputy Chairman of<br />
Leighton Contractors (M) Sdn. Bhd. and Director of<br />
several other private companies.<br />
He has attended 16 out of the 17 Board Meetings held<br />
in the Financial Year.<br />
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Profile Of Board Of Directors<br />
DATO’ ZAINAL ABIDIN BIN PUTIH<br />
Independent Non- Executive Director<br />
DATUK MOHD ZAID BIN IBRAHIM<br />
Non-Independent Non-Executive Director<br />
Dato’ Zainal Abidin bin Putih, 61 years of age and a<br />
Malaysian. He was appointed as Independent Non-<br />
Executive Director of <strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> on 1<br />
May 2003. He serves as a member of the Board Audit<br />
Committee as well as the Board Finance & Investment<br />
Committee.<br />
He is presently the Chairman of the Malaysian<br />
Accounting Standards Board (MASB), Mobile<br />
Money International Sdn. Bhd. and a Trustee of IJN<br />
Foundation.<br />
He is a qualified Chartered Accountant from the<br />
England and Wales Institute. He has extensive<br />
experience in Public Accounting Practice and has held<br />
various positions such as Partner, Executive Director,<br />
Country Managing Partner and Chairman in the firm<br />
of Hanafiah Raslan & Mohamed , which merged with<br />
Ernst & Young in 2002.<br />
He was also the past Chairman of Mentakab Rubber<br />
Company <strong>Berhad</strong>, Pengurusan Danaharta <strong>Nasional</strong><br />
<strong>Berhad</strong>, a past President of Malaysian Institute of<br />
Certified Public Accountant (MICPA), a past member of<br />
Multimedia & Communication Commission of Malaysia<br />
and a past Advisor to Ernst & Young Malaysia.<br />
Datuk Mohd Zaid bin Ibrahim, 56 years of age and<br />
a Malaysian, was appointed as a Non-Independent<br />
Non-Executive Director of <strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong><br />
on 15 June 2004. He chairs the Board Disciplinary<br />
Committee and a member of Board Finance &<br />
Investment Committee.<br />
He has wide and extensive experience in legal matters<br />
which covers corporate, administrative, constitutional,<br />
construction, financing and commercial law. He has<br />
served as an advocate and solicitor of the High Court<br />
of Malaya and as a Notary Public. Datuk Mohd Zaid is<br />
also the Chairman of Messrs. Zaid Ibrahim & Co.<br />
He is a qualified Barrister-at-Law from the Inner Temple,<br />
United Kingdom and a holder of Bachelor of Laws<br />
(Hons) from University of London, United Kingdom.<br />
Datuk Mohd Zaid attended 14 out of the 17 Board<br />
Meetings held in the Financial Year.<br />
He also sits on the Board of Bumiputra-Commerce<br />
Holdings <strong>Berhad</strong>, ESSO Malaysia <strong>Berhad</strong>, CIMB<br />
Investment Bank <strong>Berhad</strong> and CIMB Bank <strong>Berhad</strong>.<br />
Dato’ Zainal Abidin bin Putih attended 13 out of the 17<br />
Board Meetings held in the Financial Year.<br />
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Profile Of Board Of Directors<br />
DATO’ FUAD BIN JAAFAR<br />
Independent Non-Executive Director<br />
Dato’ Fuad bin Jaafar, 64 years of age and a Malaysian,<br />
was appointed as Independent Non-Executive Director<br />
of <strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> on 15 March 2007. He sits<br />
on the Board Tender Committee, Board Disciplinary<br />
Committee and Board Nomination & Remuneration<br />
Committee.<br />
He is a holder of a Diploma in Technology from Brighton<br />
University, United Kingdom.<br />
He has served in various capacities during his tenure<br />
with <strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> holding positions such<br />
as Assistant Distribution Engineer, Senior District<br />
Manager, Construction Engineer, Assistant Senior<br />
Construction Engineer, Senior Construction Engineer,<br />
Deputy Chief Engineer/Assistant General Manager<br />
and Deputy General Manager. In January 1994, Dato’<br />
Fuad bin Jaafar became the General Manager for<br />
Transmission Division and later became the Senior<br />
General Manager for Energy Supply. On 4 September<br />
1997, he was appointed as TNB’s Chief Operating<br />
Officer and Executive Director and subsequently on 16<br />
October 2000 he was appointed as the President/Chief<br />
Executive Officer of <strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong>.<br />
He attended all the 8 Board Meetings held in the<br />
Financial Year since his appointment on 15 March<br />
2007.<br />
DATUK ZALEKHA BINTI HASSAN<br />
Non-Independent Non-Executive Director<br />
(Alternate Director to Dato’ Puteh Rukiah<br />
binti Abd Majid)<br />
Datuk Zalekha binti Hassan, 54 years of age and<br />
a Malaysian. She was appointed as the Alternate<br />
Director to Dato’ Puteh Rukiah binti Abd Majid on 13<br />
September 2006.<br />
She is a holder of Bachelor of Arts (Hons) from University<br />
of Malaya, Malaysia.<br />
She has held various key positions in the civil service<br />
among others, as Deputy Under Secretary in the<br />
Government Procurement Management of the<br />
Ministry of Finance, Senior Assistant Director with the<br />
Budget Division of the Ministry of Finance, Principal<br />
Assistant Secretary with the Ministry of National<br />
Unity and Community Development, Principal<br />
Assistant Secretary with the Ministry of Welfare,<br />
Principal Assistant Secretary with the Public Services<br />
Department, Assistant Secretary with the Ministry of<br />
Health and Assistant Director with the Public Services<br />
Department. She is currently the Under Secretary for<br />
the Government Procurement Management Division,<br />
Ministry of Finance.<br />
She also sits on the Board of Konsortium Baja <strong>Nasional</strong><br />
<strong>Berhad</strong>.<br />
Datuk Zalekha attended 2 out of 2 Board Meetings held<br />
in the Financial Year on behalf of Dato’ Puteh Rukiah<br />
binti Abd Majid.<br />
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Board Audit Committee<br />
Report<br />
The Board Audit Committee (BAC) was established on 9 December 1990<br />
by the Board of Directors, to assist them to carry out their responsibilities.<br />
The BAC is guided by their Terms of Reference which is set out in pages 94<br />
to 103 of the Annual Report.<br />
Membership And Meetings<br />
The details of the BAC members and the number of meetings which they attended during the financial year<br />
were as follows:<br />
No.<br />
Name<br />
Status of<br />
Directorship<br />
Independent<br />
No. of Meetings<br />
Attended<br />
1.<br />
Tan Sri Dato’ Lau Yin Pin @Lau<br />
Yen Beng (Chairman)<br />
Non-Executive<br />
Director<br />
Yes 17/17<br />
2.<br />
Tan Sri Dato’ Hari Narayanan<br />
a/l Govindasamy<br />
Non-Executive<br />
Director<br />
Yes 16/17<br />
3. Dato’ Zainal Abidin bin Putih<br />
Non-Executive<br />
Director<br />
Yes 17/17<br />
4.<br />
Encik Mohammad Zainal bin<br />
Shaari<br />
Non-Executive<br />
Director<br />
No 13/17<br />
On 1 April 2007, Encik Mohammad Zainal bin Shaari who was previously an alternate director, was appointed<br />
as a member of the BAC to replace Dato’ Azman bin Mokhtar who retired on 31 March 2007.<br />
According to the BAC’s Terms of Reference, the Committee shall convene meetings as and when required,<br />
and at least six (6) times during the financial year. The Committee met seventeen (17) times, and five (5) of<br />
the meetings were held at station offices. The meetings at the station offices enabled the BAC members and<br />
operating management to interact and facilitated feedback to improve systems and performance.<br />
The Chief Internal Auditor, and Company Secretary who is also the secretary to the BAC, were in attendance<br />
during the meetings. The President/Chief Executive Officer was present during the meetings at the invitation<br />
of the BAC to provide feedback on strategic and operational matters, and also expedite the implementation<br />
and monitoring of corrective actions by operating management. Officers of the Company were also invited<br />
to attend the meetings on the matters requiring their attention, feedback and corrective actions.<br />
The BAC Chairman submits a report on matters deliberated to the Board of Directors after each BAC<br />
meeting.<br />
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SUMMARY OF ACTIVITIES OF THE<br />
BOARD AUDIT COMMITTEE<br />
A summary of the activities performed by the BAC<br />
during the financial year is set out below.<br />
Risk Management<br />
• Reviewed the adequacy of the Group’s risk<br />
management system for identifying and managing<br />
the Group’s risks.<br />
• Reviewed the Group’s Bi-annual Strategic<br />
and Operating Risk Profiles, and the activities<br />
undertaken by the Enterprise Wide Risk<br />
Management Department to promote and improve<br />
risk management awareness and processes.<br />
• Reviewed revisions made to the Enterprise Wide<br />
Risk Management Policy to extend the scope of risk<br />
management activities and enhance accountability<br />
over risk management processes.<br />
Internal Audit<br />
• Reviewed and approved Group Internal Audit<br />
(GIA)’s Budget and Annual Audit Plan to ensure<br />
adequacy of resources and coverage on auditable<br />
entities with significant and high risks.<br />
• Reviewed internal audit reports issued by GIA and<br />
external parties on the effectiveness and adequacy<br />
of risk management, operational, compliance and<br />
governance processes.<br />
• Reviewed the adequacy and effectiveness of<br />
corrective actions taken by management on all<br />
significant matters raised.<br />
• Reviewed the results of ad-hoc investigations<br />
performed and confirmed that appropriate actions<br />
are taken to correct the weaknesses.<br />
• Reviewed and approved the revised GIA Charter<br />
which was updated to incorporate professional<br />
practices and standards.<br />
External Audit<br />
• Reviewed and approved the External Audit Plan<br />
and the scope for the annual audit.<br />
• Deliberated and reported the results of the annual<br />
audit to the Board of Directors.<br />
• Recommended to the Board of Directors the<br />
appointment and remuneration of the Group<br />
External Auditor.<br />
• Met with the Group External Auditor without the<br />
presence of management to discuss any matters<br />
that they may wish to present.<br />
Financial Results<br />
• Reviewed the Quarterly and Annual Financial<br />
statements of the Company and Group including<br />
announcements, and recommended them to the<br />
Board for their approval.<br />
Related Party Transactions<br />
• Reviewed the system for identifying, monitoring<br />
and disclosing related party transactions for TNB<br />
and its subsidiaries.<br />
Annual Reporting<br />
• Reviewed and recommended the Statement on<br />
Corporate Governance, Statement on Internal<br />
Control, Board Audit Committee Report and Circular<br />
to Shareholders on Related Party Transactions to<br />
the Board for approval.<br />
GROUP INTERNAL AUDIT<br />
The internal audit function of the Group is carried<br />
out by the GIA Department. GIA is independent and<br />
reports directly to the BAC.<br />
GIA provides independent, objective assurance on areas<br />
of operations reviewed, and advice on best practices<br />
that will improve and add value to the Group.<br />
• Reviewed the performance of the GIA<br />
Department.<br />
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A systematic and disciplined approach is adopted to evaluate the adequacy<br />
and effectiveness of the risk management, financial, operational, compliance<br />
and governance processes. Internal audit activities are aligned to the strategic<br />
plan/objectives of the company. A risk-based methodology is adopted to<br />
ensure that the relevant controls addressing risks are reviewed regularly.<br />
During the Financial Year, a total of 45 reports covering 109 assignments<br />
were issued. The areas of coverage includes generation, transmission,<br />
distribution, procurement, projects, finance, human resource, logistics,<br />
information and communication technology, investments in subsidiaries and<br />
risk management.<br />
The reports issued provide independent and objective assessment of the<br />
following:<br />
• Existence, effectiveness and adequacy of the internal control systems to<br />
manage operations and safeguard the Group’s assets.<br />
• Adequacy and effectiveness of the risk management operations,<br />
governance and compliance functions to manage and anticipate potential<br />
risks over key business processes.<br />
The internal audit reports arising from the assignments were issued to<br />
management for their response and corrective actions. Deadlines to complete<br />
the relevant preventive and corrective actions were also provided. The reports<br />
were subsequently tabled to the BAC for their deliberation. Management<br />
staff was present during the deliberation of the reports to ensure that they<br />
undertake the responsibility of carrying out preventive and corrective actions<br />
on the weaknesses reported.<br />
Tan Sri Dato’ Lau Yin Pin @ Lau Yen Beng<br />
Chairman<br />
Board Audit Committee<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong><br />
(Senior Independent Non-Executive Director)<br />
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Terms Of Reference<br />
Of The Board Audit Committee<br />
1. CONSTITUTION<br />
1.1 The Board of Directors of <strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> (TNB), in accordance with Article 146 of the<br />
Memorandum and Articles of Association of TNB, has established a Committee of the Board,<br />
known as the Board Audit Committee (BAC), vide Minute No. 39/90 on 9 October 1990.<br />
1.2 The function and authority of the BAC extends to TNB and all its subsidiaries, joint ventures and<br />
associates where management responsibility is vested in TNB or subsidiaries of TNB (collectively<br />
referred to as the Group).<br />
2. COMPOSITION OF THE COMMITTEE<br />
2.1 The members of the BAC shall be appointed by the Board of Directors of TNB and shall consist of<br />
not less than three (3) members, the majority of whom shall be independent in accordance with<br />
the definition in Bursa Malaysia Listing Requirements.<br />
2.2 Where the members for any reason are reduced to less than three (3), that Board shall within<br />
one (1) month of the event, appoint such number of new members as may be required to make<br />
up the minimum number of three (3) members.<br />
2.3 At least one (1) member of the Committee must meet the criteria set by the Bursa Malaysia<br />
Listing Requirements, i.e.:-<br />
i) must be a member of the Malaysian Institute of Accountants; or<br />
ii) if he/she is not a member of the Malaysian Institute of Accountants; he must have at least<br />
three (3) years working experience, and:<br />
a) he/she must have passed the examinations specified in Part 1 of the 1st Schedule of the<br />
Accountants Act 1967; or<br />
b) he/she must be a member of one of the associations of accountants specified in Part II of<br />
the 1st Schedule of the Accountants Act 1967.<br />
2.4 The Board shall elect a Chairman from the Committee who shall be an independent director as<br />
set out in the Bursa Malaysia Listing Requirements.<br />
2.5 All members shall hold office only for as long as they serve as directors of TNB.<br />
2.6 No alternate Directors shall be appointed to the BAC.<br />
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Terms Of Reference Of The Board Audit Committee<br />
3. CHAIRMAN OF THE COMMITTEE<br />
3.1 The following are the main duties and responsibilities of the Chairman of the Committee:<br />
3.1.1 to steer the Committee to achieve its objectives;<br />
3.1.2 to provide leadership to the Committee and ensure proper flow of information to the<br />
Committee, review adequacy and timing of documentation;<br />
3.1.3 to provide a reasonable time for discussion at the Committee meetings. Organise and<br />
present the agenda for Committee meetings based on input from Members and ensure<br />
that all relevant issues are on the agenda. In addition, the Chairman should encourage<br />
a healthy level of skepticism and independence;<br />
3.1.4 to ensure that consensus is reached on every Committee resolution and where considered<br />
necessary, call for a vote and the decision will be made by simple majority. Dissenting<br />
opinions should be captured;<br />
3.1.5 to manage the process and working of the Committee and ensure that the Committee<br />
discharges its responsibilities;<br />
3.1.6 to ensure that all members participate in the discussion to enable effective decisions to<br />
be made; and<br />
3.1.7 the Chairman of the BAC shall be available to answer questions about the Committee’s<br />
work at the Annual General Meeting of the Company.<br />
4. COMMITTEE MEMBERS<br />
4.1 Each Committee Member is expected to:<br />
4.1.1 provide independent opinions to the factfinding, analysis and decision making process<br />
of the Committee, based on their experience and knowledge;<br />
4.1.2 consider viewpoints of the other committee members; and make decisions and<br />
recommendations for the best interest of the Group;<br />
4.1.3 keep abreast of the latest corporate governance guidelines in relation to the Committee<br />
and the Board as a whole; and<br />
4.1.4 continuously seek out best practices in terms of the processes utilised by the Committee,<br />
following which these should be discussed with the rest of the Committee for possible<br />
adoption.<br />
5. OBJECTIVES OF THE COMMITTEE<br />
The objectives of the Committee are:<br />
5.1 to ensure transparency, integrity and accountability in the Group’s activities so as to safeguard<br />
the rights and interests of the shareholders;<br />
5.2 to provide assistance to the Board in fulfilling its fiduciary responsibilities relating to corporate<br />
accounting and reporting practices;<br />
5.3 to improve the Group’s business efficiency, the quality of the accounting and audit function and<br />
to strengthen public confidence in the Group’s reported financial results;<br />
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Terms Of Reference Board Audit Comittee Report<br />
5.4 to maintain, through regularly scheduled meetings, a direct line of communication between the<br />
Board and the External and Internal Auditors;<br />
5.5 to ensure the independence of the external and internal audit functions; and<br />
5.6 to create a climate of discipline and control which will reduce the opportunity for fraud.<br />
6. AUTHORITY OF THE COMMITTEE<br />
The Committee is authorised by the Board to:<br />
6.1 investigate any activity within its Terms of Reference; or as directed by the Board of Directors;<br />
6.2 determine and obtain the resources required to perform its duties, including approving the budget<br />
for the external and internal audit functions;<br />
6.3 have full and unrestricted access to all employees, the Group’s properties and works, to all books,<br />
accounts, records and other information of the Group in whatever form;<br />
6.4 have direct communication channels with external auditors and person(s) carrying out the internal<br />
audit function or activity for the Group;<br />
6.5 direct the Internal Audit Function in the Group;<br />
6.6 approve the appointment of the Head of Internal Audit;<br />
6.7 engage independent advisers and to secure the attendance of outsiders with relevant experience<br />
and expertise if it considers this necessary; and<br />
6.8 to review the adequacy of the structure and Terms of Reference of the Board Committees, including<br />
the BAC.<br />
7. FUNCTIONS OF THE COMMITTEE<br />
The functions and responsibilities are as follows:<br />
7.1 Corporate Financial Reporting<br />
7.1.1 To review and recommend acceptance or otherwise of accounting policies, principles and<br />
practices.<br />
7.1.2 To review the quarterly results and annual financial statements of the Company and<br />
Group before submission to the Board. The review should focus primarily on:<br />
i. any changes in existing or implementation of new accounting policies;<br />
ii. major judgement areas, significant and unusual events;<br />
iii. significant adjustments resulting from audit;<br />
iv. the going concern assumptions;<br />
v. compliance with accounting standards; and<br />
vi. compliance with Bursa Malaysia Listing Requirements and other legal and statutory<br />
requirements.<br />
7.1.3 To review with management and the external auditors, the results of the audit including<br />
any difficulties encountered.<br />
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7.2 Enterprise-Wide Risk Management<br />
7.2.1 To review the adequacy of and to provide independent assurance to the Board of the<br />
effectiveness of risk management functions in the TNB Group.<br />
7.2.2 To ensure that the principles and requirements of managing risk are consistently adopted<br />
throughout the TNB Group.<br />
7.2.3 To deliberate on the key risk issues highlighted by Group Risk Management Committee in<br />
their reports to BAC.<br />
7.3 Internal Control<br />
7.3.1 To assess the quality and effectiveness of the systems of internal control and the efficiency<br />
of the Group’s operations.<br />
7.3.2 To review the findings on internal control in the Group by internal and external auditors.<br />
7.3.3 To review and approve the Statement on Internal Control for the Annual Report as required<br />
under Bursa Malaysia Listing Requirements.<br />
7.4 Internal Audit<br />
7.4.1 To approve the Corporate Audit Charters of internal audit functions in the Group.<br />
7.4.2 To ensure that the internal audit functions have appropriate standing in the Group and<br />
have the necessary authority and resources to carry out their work. This includes a review<br />
of the organisational structure, resources, budgets and qualifications of the internal audit<br />
personnel.<br />
7.4.3 To review internal audit reports and management’s response and actions taken in respect<br />
of these. Where actions are not taken within an adequate time frame by management, the<br />
BAC will report the matter to the Board.<br />
7.4.4 To review the adequacy of internal audit plans and the scope of audits, and ensure that the<br />
internal audit functions are carried out without any hindrance.<br />
7.4.5 To appraise the performance of Head of Internal Audit.<br />
7.4.6 To be informed of resignations and transfers of senior internal audit staff and provide<br />
resigning/transferred staff an opportunity to express their views.<br />
7.4.7 To direct any special investigation to be carried out by Internal Audit.<br />
7.5 External Audit<br />
7.5.1 To nominate the External Auditors together with such other functions as may be agreed to<br />
by the Board and recommend for approval of the Board the external audit fee, and consider<br />
any questions of resignation or termination.<br />
7.5.2 To review external audit reports and management’s response and actions taken in respect<br />
of these. Where actions are not taken within an adequate timeframe by management, the<br />
BAC will report the matter to the Board.<br />
7.5.3 To review external audit plans and scope of work.<br />
7.5.4 To meet the external auditors at least twice a year to discuss problems and reservations<br />
arising out of external audits and any matters the auditors may wish to discuss, in the absence<br />
of management, Executive Directors or non-independent Directors where necessary.<br />
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7.6 Corporate Governance<br />
7.6.1 To review the effectiveness of the system for monitoring compliance with laws and<br />
regulations and the results of management’s investigation and follow up (including<br />
disciplinary action) of any instances of noncompliance.<br />
7.6.2 To review the findings of any examinations by regulatory authorities.<br />
7.6.3 To review any related party transaction and conflict of interest situation that may arise<br />
within the Group including any transaction, procedure or course of conduct that raises<br />
questions of integrity.<br />
7.6.4 To review and approve the Statement of Corporate Governance for the Annual Report as<br />
required under Bursa Malaysia Listing Requirements.<br />
7.6.5 To review the investor relations programme and shareholder communications policy for the<br />
company.<br />
7.6.6 To examine instances and matters that may have compromised the principles of corporate<br />
governance and report back to the Board.<br />
7.6.7 To develop and regularly review TNB’s Code of Corporate Governance and Business Ethics.<br />
7.6.8 Where the BAC is of the view that a matter reported by it to the Board has not been<br />
satisfactorily resolved, resulting in a breach of Bursa Malaysia Listing Requirements, the BAC<br />
must promptly report such matters to Bursa Malaysia.<br />
8. COMMITTEE MEETINGS<br />
8.1 The Committee shall convene meetings as and when required, and at least six (6) times during the<br />
financial year of TNB.<br />
8.2 The number of Committee meetings held a year and the details of attendance of each individual<br />
member in respect of meetings held should be disclosed in the annual report.<br />
8.3 The Chairman of the Committee, or the Secretary on the requisition of any member, the Head of<br />
Internal Audit or the External Auditors, shall at any time summon a meeting of the Committee by<br />
giving reasonable notice. It shall not be necessary to give notice of a Committee meeting to any<br />
member for the time being absent from Malaysia.<br />
8.4 No business shall be transacted at any meeting of the Committee unless a quorum is present. The<br />
quorum for each meeting shall be three (3) members.<br />
8.5 The Chairman of the Committee shall chair the Committee meetings and in his absence, the<br />
members present shall elect one amongst themselves to be the Chairman of the meeting.<br />
8.6 In appropriate circumstances, the Committee may deal with matters by way of circular reports and<br />
resolution in lieu of convening a formal meeting.<br />
8.7 Officers of the Group or others as necessary may be invited to attend meetings where the Committee<br />
considers their presence necessary.<br />
8.8 All recommendations of the Committee shall be submitted to the Board for approval.<br />
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Terms Of Reference Board Audit Comittee Report<br />
8.9 A Committee member shall excuse himself/herself from the meeting during discussions or<br />
deliberations of any matter which gives rise to an actual or perceived conflict of interest situation<br />
for the member. Where this causes insufficient Directors to make up a quorum, the Committee has<br />
the right to appoint another Director(s), which meets the membership criteria.<br />
8.10 The Committee, through its Chairman, shall report to the Board after each meeting.<br />
8.11 Subject to the provisions of this Terms of Reference and Memorandum and Articles of Association<br />
of TNB, the Committee shall establish its own procedures for meetings.<br />
9. SECRETARY OF THE COMMITTEE<br />
9.1 The Secretary of the Committee shall be the Company Secretary.<br />
9.2 The Secretary shall draw up an agenda for each meeting, in consultation with the Chairman of the<br />
Committee. The Agenda shall be sent to all members of the Committee and the Head of Internal<br />
Audit at least three (3) working days before each meeting together with the relevant papers.<br />
9.3 The Secretary shall promptly prepare the written minutes of the meeting and distribute it to each<br />
member. The minutes of the Committee meeting shall be confirmed and signed by the Chairman of<br />
the meeting at the next succeeding meeting.<br />
9.4 The minutes of each meeting shall be entered into the minutes book kept at the registered office<br />
of the Company under the custody of the Company Secretary. The minutes shall be available for<br />
inspection by the members of the Board, external auditors, internal auditors, and other persons<br />
deemed appropriate by the Company Secretary.<br />
10. DISCLOSURE<br />
10.1 The Committee shall assist the Board in making disclosures concerning the activities of the<br />
Committee, in the Report of the Board Audit Committee, to be issued in the Annual Report.<br />
10.2 The Board requires all Directors to submit a Disclosure of Interest to avoid any conflict between<br />
their personal interests and the interests of the Company. In the event of a conflict, either perceived<br />
or actual, this Disclosure of Interest shall be submitted to the Chairman of the Committee with a<br />
copy to the Company Secretary.<br />
11. REVISION OF THE TERMS OF REFERENCE<br />
11.1 Any revision or amendment to the Terms of Reference, as proposed by the Committee or any third<br />
party, shall be presented to the Board for its approval.<br />
11.2 Upon the Board’s approval, the said revision or amendment shall form part of this Terms of Reference<br />
and this Terms of Reference shall be considered duly revised or amended.<br />
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Statement On<br />
Internal Control<br />
BOARD RESPONSIBILITY<br />
The Board of Directors (Board) is responsible for <strong>Tenaga</strong> <strong>Nasional</strong><br />
<strong>Berhad</strong>’s Group (“the Group”) system of internal control. The<br />
system is designed to meet the Group’s business objectives and<br />
safeguard shareholders’ investments, the interest of customers,<br />
regulators and employees, and the Group’s assets. The internal<br />
control system covers the areas of risk management, finance,<br />
operations, management information systems and compliance<br />
with the relevant laws, regulations, rules, directives and guidelines.<br />
The system provides a reasonable but not an absolute assurance,<br />
against material misstatement, loss or fraud.<br />
The Board has established an appropriate framework and on-going processes for identifying,<br />
evaluating and managing the significant risks faced by the Group. The process is regularly<br />
reviewed by the Board and is in accordance with the Statement on Internal Control: Guidance<br />
for Directors of Public Listed Companies.<br />
RISK MANAGEMENT<br />
The Board has put in place an Enterprise Wide Risk Management (EWRM) System to identify,<br />
assess, treat, report and monitor strategic and operational risks in the Group. This process is<br />
one of the Group’s key support processes and forms a part of TNB’s Corporate Office Quality<br />
Management System. The Board Audit Committee (BAC) reviews the effectiveness of this<br />
system bi-annually and is assisted by management in the review, treatment and monitoring<br />
of the Group’s strategic and operating risks. These reviews are presented to the Board for<br />
approval. Apart from these, the following activities/initiatives were reviewed by the BAC/<br />
Board during the year:<br />
• Revision of the EWRM Policy to extend the applicability of the Policy to include major<br />
projects and new business ventures; establish Divisional Risk Management Committees;<br />
incorporate the roles and responsibilities of the Group Risk Management Working<br />
Committee and risk officers; and identify the approval authority of risk management<br />
matters at the management level.<br />
• Development and implementation of the Code of Ethics, Procurement Code of Conduct,<br />
Fraud Policy and Whistle Blowing Procedures to promote higher integrity and transparency<br />
as well as provide a feedback mechanism to further improve accountability and<br />
responsibility.<br />
• Development of an EWRM Training Module by Institut Latihan Sultan Ahmad Shah for<br />
the Group’s executive staff to promote risk awareness and improve employees’ risk<br />
management skills.<br />
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Statement On Internal Control<br />
CONTROL STRUCTURES<br />
The Board is committed to maintaining an effective<br />
control structure and environment for the proper<br />
conduct of the Group’s business operations. The<br />
following key internal control structures were<br />
implemented to ensure an effective control<br />
environment:<br />
Board and Management<br />
Committees<br />
To promote corporate governance and transparency,<br />
Board and Management Committees (the Committees)<br />
were established by the Board. The roles of the<br />
Committees are to assist the Board to ensure the<br />
effectiveness of the Group’s operations and that the<br />
Group’s actions and operations are in accordance<br />
with approved strategies, objectives, business plans,<br />
and policies. The responsibilities and authority of<br />
the Committees are governed by specific terms of<br />
reference. These Committees report to the Board and<br />
make recommendations for the Board’s approval. The<br />
Committees are:<br />
Board Committees<br />
• Audit Committee<br />
• Tender Committee<br />
• Disciplinary Committee<br />
• Nomination & Remuneration Committee<br />
• Finance & Investment Committee<br />
Management Committees<br />
• Group Executive Council Committee<br />
• Group Executive Management Committee<br />
• Energy Supply Committee<br />
• Tender Committees<br />
• Group Risk Management Committee<br />
Organisation Structure<br />
The Board has approved a divisional structure for the<br />
Group. The divisional structure enables the division<br />
heads to focus on their assigned core areas of the<br />
Group’s operations or support functions. Additionally,<br />
with each division and operating entity, clear lines<br />
of accountability and responsibilities have been<br />
established. Limits of authority are also established to<br />
govern the management of financial and non financial<br />
approval limits.<br />
Management Information Systems<br />
The Board recognises the importance of the use of<br />
information and communication technology to provide<br />
efficient and effective control over business operations,<br />
and timely and accurate reporting to stakeholders.<br />
During the year, the systems and projects undertaken/<br />
embarked on were as follows:<br />
• Supervisory Control and Data Acquisition (SCADA)<br />
– Distribution Division. The system enables control<br />
and monitoring of the remote supply of electricity<br />
for the Distribution Division network from a<br />
centralised location. The project covers the whole<br />
of Peninsular Malaysia. Presently, the Metro Region<br />
SCADA covering Wilayah Persekutuan, Selangor<br />
and Petaling Jaya, has been completed.<br />
• Remote Meter Reading System (RMR). This system<br />
allows the reading of Large Power Customers’ (LPC)<br />
meters at remote locations. The High Voltage LPCs<br />
have already been installed with remote meters.<br />
The current project is aimed at installing RMR<br />
Systems for identified Low Voltage LPCs at the<br />
Northern, Central, Eastern and Southern Regions.<br />
• Distribution Network Information Management.<br />
This system provides a central engineering database<br />
and a suite of applications which can improve the<br />
areas of distribution planning, development and<br />
design; construction; operations and maintenance;<br />
asset management; customer service and workforce<br />
efficiency.<br />
• Electronic Banking Facilities. The e-banking<br />
platforms, Bizchannel and Maybank2e were<br />
implemented to increase the efficiency of the<br />
payment processing system with enhanced security<br />
features.<br />
• Electronic Document Management System. This<br />
system promotes a paperless mode of transmitting,<br />
storing and retrieving documents, and is being<br />
implemented in phases.<br />
The Board also reviews and refines the effectiveness<br />
of the Group and control structures to ensure that the<br />
Group’s strategic and operational requirements are<br />
met.<br />
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Statement On Internal Control<br />
Group Policies and Procedures<br />
The Board has approved policies and procedures to<br />
govern the financial and operational functions of the<br />
Group. The objectives of the policies and procedures<br />
are to ensure that internal control principles/<br />
mechanisms are embedded in operations. This enables<br />
the organisation to respond quickly to evolving risks<br />
and immediately report on any significant control<br />
failure. Amongst others, the policies and procedures<br />
implemented are:<br />
• Internal Control Guidelines<br />
• Group Financial Policies & Procedures<br />
• Safety & Health Policy<br />
• Environmental Policy<br />
• Investment Policy<br />
• Procurement Policy<br />
• Fraud Policy<br />
• Disciplinary Policy & Procedures<br />
• Information & Communication Technology Security<br />
Policy & Codes of Practice<br />
• Enterprise Wide Risk Management Policy &<br />
Guidelines<br />
• Limits of Authority<br />
• Code of Ethics<br />
• Procurement Code of Conduct<br />
• Whistle Blowing Procedures<br />
Revenue Maximisation Unit<br />
(RMU)<br />
During the financial year, the RMU was formed to<br />
reinforce the initiative to curb non-technical losses<br />
by the Special Engagement Against Losses (SEAL)<br />
Teams. RMU’s focus is to improve billing and collection<br />
processes especially for theft of electricity cases.<br />
MONITORING & REVIEW<br />
Business Planning & Budgeting<br />
Review<br />
Business plans, budgets and Key Performance Indicators<br />
(KPI)s are aligned to the Group’s 20 Year Strategic Plan,<br />
which guide the organisation in achieving its vision of<br />
becoming among the leading corporations in energy<br />
and related businesses globally.<br />
Based on strategies identified in the Strategic Plan,<br />
5 Year Business Plans and Annual Operation Plans<br />
together with KPIs are drawn up and approved by the<br />
Board. This is to ensure accountability and achievement<br />
of the Group’s objectives and strategies. Strategies<br />
are also revised based on the changes in business<br />
and operating environments. Inputs from the Board<br />
Breakout Sessions are used to develop the Five-Year<br />
and Annual Operating Plans.<br />
The Five-Year Business Plan and Annual Operating Plan<br />
also contain the budget of the Company, to enable the<br />
Company to direct its resources toward the achievement<br />
of its financial objectives. Effective utilisation of the<br />
budget is attained through regular monitoring by<br />
management.<br />
Financial and Operational<br />
Review<br />
Quarterly financial statements and the Group’s<br />
performance are reviewed by the BAC, who subsequently<br />
presents them to the Board for their review,<br />
consideration and approval. Monthly management<br />
accounts containing key financial results, operational<br />
performance indicators and budget comparisons are<br />
also issued to the Board and senior management to<br />
enable them to have regular and updated information<br />
of the Group’s performance.<br />
Board Interactions With<br />
Management via Board Break<br />
Out Sessions<br />
The Board plays an active role in breakout sessions<br />
held with management to discuss and review the plans,<br />
strategies, performance and risks faced by the Group.<br />
During the year, two breakout sessions were conducted.<br />
Strategic concerns were deliberated. Strategies and<br />
action plans were then reviewed and mandates were<br />
given to management by the Board to carry out the<br />
agreed strategies and action plans.<br />
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Statement On Internal Control<br />
Group Internal Audit (GIA)<br />
The Board established the GIA Department to provide independent assurance on the adequacy<br />
of risk management, internal control and governance systems. GIA reports to the BAC. Regular<br />
reviews are carried out on the business processes to monitor compliance with the Group’s<br />
procedures, assess the effectiveness of internal controls and highlight significant risks impacting<br />
the Group. The BAC holds regular meetings to review internal audit reports, management<br />
actions and monitor the implementation of preventive and corrective actions for areas with<br />
significant and high risks. The scope of coverage by GIA includes the areas of generation,<br />
transmission, distribution, procurement and projects, finance, human resource, information and<br />
communication technology, investment in subsidiaries, and risk management and compliance.<br />
Annual Audit Plans are presented to the BAC for their review and approval. The review is to<br />
ensure adequacy of resources and sufficient coverage on significant and high risk areas. The<br />
audits in the Annual Audit Plans are mostly done internally, with some being outsourced or cosourced.<br />
Outsourcing and co-sourcing of internal audits are done to enable adequate coverage<br />
and the transfer of knowledge from external consultants through co-sourcing.<br />
CONCLUSION<br />
For the financial year under review, some weaknesses in internal control were identified.<br />
However, after due and careful inquiry and based on the information and assurance provided,<br />
the Board is satisfied that there were no material losses as a result of weaknesses in the system<br />
of internal control, that would require separate disclosure in <strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong>’s Annual<br />
Report. Nevertheless, for areas requiring attention, measures have been and are being taken to<br />
ensure ongoing adequacy and effectiveness of internal controls and to safeguard shareholders’<br />
investments and the Group’s assets.<br />
This statement is made in accordance with the resolution of the Board of Directors dated 25<br />
October 2007.<br />
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Group Executive<br />
Council Committee<br />
2 1 3<br />
The Group Executive Council Committee (GECC) is the highest<br />
executive forum of the organisation and plays a key role in reviewing<br />
the Group’s policies, strategies and procedures, overall performance<br />
of the Group as well as the promotions of executives.<br />
GECC responsibilities range from coordinating business planning<br />
strategies and Group wide policies to the monitoring and overseeing<br />
of the effective implementation of activities and performance of other<br />
Group Management Committees which cover the appointments of<br />
members of the respective committees.<br />
During the Financial Year review, the Committee held nine<br />
meetings.<br />
1. Dato’ Sri Che Khalib bin Mohamad Noh<br />
President / Chief Executive Officer<br />
3. Dato’ Izzaddin Idris<br />
Chief Financial Officer<br />
2. Datuk Wira Md. Sidek bin Ahmad<br />
Senior Vice President, Operations & Technical<br />
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Energy Supply<br />
Committee<br />
This Committee is the highest management forum having the<br />
authority to endorse and approve all power system development<br />
plans and proposals for TNB in Peninsular Malaysia, and for SESB in<br />
Sabah, prior to submission to the TNB Board. The Committee also<br />
makes decisions related to major TNB’s core business operational<br />
issues as well as issues related to the expedition of on-going<br />
generation, transmission and primary distribution development<br />
projects in Peninsular Malaysia.<br />
1 2 3 4 5 6<br />
During the Financial Year under review, the Committee held four<br />
meetings.<br />
1. Dato’ Sri Che Khalib<br />
bin Mohamad Noh<br />
President / Chief Executive Officer<br />
2. Datuk Wira Md. Sidek bin Ahmad<br />
Senior Vice President,<br />
Operations & Technical<br />
3. Dato’ Abdul Razak<br />
bin Abdul Majid<br />
Vice President, Generation<br />
4. Ir. Ab’llah<br />
bin Haji Mohd Salleh<br />
Vice President, Transmission<br />
5. Dato’ Ir. Aishah<br />
binti Dato’ Haji Abdul Rauf<br />
Vice President, Distribution<br />
6. Ir. Baharin bin Din<br />
Managing Director,<br />
Sabah Electricity Sdn. Bhd.<br />
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Group Executive<br />
Management Committee<br />
The Group Executive Management Committee (GEMC)<br />
provides an avenue for the Senior Management to facilitate<br />
better coordination and effective interaction between the<br />
Company and its group of companies.<br />
2 3 1 4 5<br />
The GEMC is primarily responsible for formulating policies,<br />
procedures, strategies and undertaking operational decisions<br />
pertaining to operational matters, corporate issues, finance,<br />
human resource, corporate affairs and entrepreneur<br />
development.<br />
During the Financial Year review, the Committee held 14<br />
meetings.<br />
1. Dato’ Sri Che Khalib bin Mohamad Noh<br />
President / Chief Executive Officer<br />
2. Datuk Wira Md. Sidek bin Ahmad<br />
Senior Vice President, Operations & Technical<br />
4. Dato’ Abdul Razak bin Abdul Majid<br />
Vice President, Generation<br />
5. Dato’ Ir. Aishah binti Dato’ Haji Abdul Rauf<br />
Vice President, Distribution<br />
3. Dato’ Izzaddin Idris<br />
Chief Financial Officer<br />
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Group Executive Management Committee<br />
10<br />
8 7 9<br />
6<br />
6. Ir. Ab’llah bin Haji Mohd Salleh<br />
Vice President, Transmission<br />
7. Dato’ Nik Ibrahim bin Nik Mohamed<br />
Vice President, Investment Management<br />
9. Dato’ Che Zurina binti Zainul Abidin<br />
Vice President, Corporate Services<br />
10. Razali bin Awang<br />
Chief Information Officer<br />
8. Dato’ Kamaruzzaman bin Jusoh<br />
Vice President, Human Resource<br />
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Switchgears Safeguarding<br />
Your Assets<br />
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Operations<br />
Review<br />
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Datuk Wira Md Sidek bin Ahmad<br />
Senior Vice President<br />
(Operations & Technical)<br />
“<br />
FY2007 was a great year that saw our<br />
28,000 employees living the brand<br />
through our T7 and SE 10/10 strategies.<br />
As a result, our operational and technical<br />
competence elevated and TNB was able to<br />
deliver on our credible KPIs.<br />
“<br />
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Operations<br />
Review<br />
Dato’ Abdul Razak bin Majid<br />
Vice President<br />
Generation<br />
“<br />
Towards World Class Generation Performance -<br />
As our operational performance improves year<br />
after year, our confidence grows. We are aligning<br />
our resources to expand our services to be among<br />
the top players globally. We strive on quality and<br />
excellence in every aspect of our operations. We<br />
seek to satisfy our customers and all stakeholders<br />
using technology through a committed and trained<br />
workforce.<br />
“<br />
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Generation<br />
Highlights of Achievements:<br />
• Best Equivalent Unplanned Outage Factor (EUOF) ever achieved<br />
of 2.15 per cent. Better than the global industry benchmark of<br />
four per cent<br />
• Further improvement of the power plant Equivalent Availability<br />
Factor (EAF) exceeding 90 per cent and comparable to<br />
international benchmarks<br />
• Further improvement in thermal efficiency achieved<br />
• Our engineers are playing a key role in the planning and<br />
construction of Shuaibah Independent Water and Power Project<br />
in partnership with a group of Malaysian and Saudi Arabian<br />
companies<br />
• Four out of six finalists in TNB President’s Quality Award (AKP)<br />
this year are from Generation Division power stations<br />
• All power stations and Generation Division headquarters are<br />
MS ISO 9001:2000 certified. All power stations are MS ISO 14001<br />
certified and some stations have won many other national<br />
awards e.g. Malaysian Society for Occupational Safety and<br />
Health (MSOSH), 5S, Innovative and Creative Circle Convention<br />
(ICC Convention), etc<br />
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Generation<br />
The Generation Division not only operates and<br />
maintains TNB’s portfolio of power plant assets, but<br />
it is also involved in procuring and developing new<br />
power plant projects and giving utility-related technical<br />
services to customers at home and abroad. The Division<br />
is one of the three core divisions in TNB being headed<br />
by a Vice President (Generation).<br />
Generation Division’s main activity is operating and<br />
maintaining six thermal power stations and three<br />
major hydroelectric schemes in Peninsular Malaysia.<br />
The Division also gives support to the operation and<br />
maintenance of two IPPs (a wholly-owned and a<br />
majority-owned namely, Sultan Azlan Shah Power<br />
Station and Sultan Salahuddin Abdul Aziz Shah Power<br />
Station respectively). REMACO Sdn. Bhd., a business<br />
unit under this Division, provides maintenance and<br />
workshop services to fulfil the requirements of our<br />
generating fleet comprising of conventional thermal,<br />
open cycle and combined cycle gas turbines steam<br />
turbines and hydroelectric power plants. Currently<br />
REMACO is under contract to operate and maintain<br />
the power plant owned by TNB Liberty Power Limited<br />
of Pakistan, which currently is the only IPP fully owned<br />
by TNB overseas. The thermal power stations above use<br />
natural gas, coal, or oil as fuel. The Generation Division<br />
also provides technical expertise in other power plant<br />
ventures undertaken locally and overseas.<br />
For FY2007, the Division’s overall performance can<br />
be summarised by the Key Performance Indicators as<br />
shown in the chart below: -<br />
Generation Division Key<br />
Performance Indicators FY2007<br />
Sales<br />
(%GWh)<br />
FY06<br />
FY07<br />
90%<br />
FY07<br />
101.6%<br />
98%<br />
NI ME EE<br />
NI ME EE<br />
90%<br />
98%<br />
FY06<br />
104%<br />
Availability<br />
(%)<br />
FY06<br />
90.22%<br />
FY06<br />
91.15%<br />
FY06<br />
FY07<br />
84%<br />
86.5%<br />
NI ME EE<br />
NI ME EE<br />
86% 88%<br />
Unplanned<br />
Outage(%)<br />
FY06<br />
3.07%<br />
FY07<br />
2.14%<br />
FY06<br />
FY07<br />
6.0%<br />
4.0%<br />
NI ME EE<br />
NI ME EE<br />
4.5% 4.0%<br />
EE - Exceeds Expectations<br />
ME - Meets Expectations<br />
NI - Needs Improvement<br />
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Generation<br />
Operational Summary<br />
TNB’s total installed capacity remains at 8,416 MW (excluding KEV). It comprises of 6,505 MW<br />
thermal and 1,911 MW hydroelectric power plants. With an additional capacity of 2,400 MW<br />
from KEV, TNB contributes 56.96 per cent of the total installed capacity in Peninsular Malaysia.<br />
KEV<br />
12.72%<br />
TNB<br />
44.24%<br />
MNJG<br />
5.97%<br />
PAKA<br />
5.97%<br />
CBPS<br />
4.37%<br />
PGPS<br />
3.83%<br />
GLGR<br />
2.09%<br />
IPPs<br />
43.04%<br />
HYDRO<br />
10.05%<br />
TJPS<br />
3.76%<br />
PJPS<br />
3.29%<br />
TNB Fuel Mix (%)<br />
MEDIUM FUEL OIL<br />
(MFO)<br />
0.04%<br />
DISTILLATE<br />
0.10%<br />
HYDRO<br />
30.62%<br />
GAS<br />
55.84%<br />
COAL<br />
30.62%<br />
The maximum power demand in Peninsular Malaysia for the period under review was 13,620<br />
MW, recorded on 8 August 2007. The year-on-year capacity demand growth rate of 4.85 per<br />
cent indicates a rise from last year’s 3.98 per cent. The Division’s total energy sales is 35,973 GWh<br />
of the system total sales of 92,144 GWh. With the additional sales of 9,482 GWh from KEV, TNB’s<br />
market share is 49.33 per cent.<br />
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Generation<br />
4,500<br />
4,000<br />
TNB USO - GWh<br />
TNB<br />
Target<br />
3,500<br />
3,000<br />
GWh<br />
2,500<br />
2,000<br />
1,500<br />
3,133 3,308 3,056 2,760 3,088 2,633 2,958 2,736 2,995 3,820 2,872 3,033<br />
1,000<br />
500<br />
Sep Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug<br />
IPPs<br />
50.67%<br />
Overall Generation Market Share<br />
by Energy FY07<br />
KEV<br />
10.29%<br />
TNB<br />
39.04%<br />
MNJG<br />
11.94%<br />
PAKA<br />
8.04%<br />
HYDRO<br />
5.27%<br />
CBPS<br />
2.32%<br />
TJPS<br />
5.98%<br />
PGPS<br />
2.34%<br />
GLGR<br />
2.13%<br />
PJPS<br />
1.02%<br />
116<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Generation<br />
Continued efforts to improve plant thermal efficiency and cost management resulted in further<br />
reduction of our generation operating cost. The above cost reduction was achieved in spite of<br />
the volatility and surge in the world delivered coal and oil price. The price of natural gas from<br />
Petronas, however, remained fixed. Generation from natural gas as fuel contributed to 55.8 per<br />
cent of the total energy sent out by Generation Division, followed by coal at 30.6 per cent and<br />
hydro at 15.4 per cent. TNB plants’ generation fuel mix for the period under review has not<br />
changed compared to the last Financial Year.<br />
After surging past the 90 per cent mark last year, TNB Generation’s Equivalent Availability Factor<br />
(EAF) this year improved further from 90.2 per cent last year to 91.2 per cent. All the stations<br />
in the Division exceeded 90 per cent EAF except one. Benchmarked against North America<br />
Realiability Council (NERC), 10 units operated and maintained by the Division performed better<br />
than the median of NERC peer group of 92.06 per cent. The equivalent unplanned outage rates<br />
(EUOR) of the same 10 units are also better than the top quartile in comparison with NERC peer<br />
group.<br />
100.0<br />
Trending of Equivalent Availability Factor<br />
95.0<br />
Percentage<br />
90.0<br />
85.0<br />
85.7<br />
87.6<br />
87.2<br />
85.0<br />
85.6<br />
90.2<br />
91.2<br />
80.0<br />
83.2<br />
83.3<br />
80.4<br />
81.7<br />
75.0<br />
97 98 99 00 01 02 03 04 05 06 07<br />
Financial Year<br />
117<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Generation<br />
16<br />
14<br />
Trends of Equivalent Unplanned Outage Factor<br />
14.2<br />
12<br />
EUOF (%)<br />
10<br />
8<br />
6<br />
9.8<br />
9.0<br />
9.5<br />
6.1<br />
4<br />
2<br />
3.1<br />
2.1<br />
0<br />
FY01<br />
FY02 FY03 FY04 FY05 FY06 FY07<br />
Financial Year<br />
TNB’s overall net thermal efficiency rose to 37.58 per cent from the previous year’s 36.15 per<br />
cent and against a target of 36.2 per cent. Targets set for the power stations were exceeded by<br />
most, thanks to the high output factor of the plants.<br />
38<br />
37<br />
36<br />
THERMAL EFFICIENCY (FY03 - FY07)<br />
Thermal Efficiency (%)<br />
Higher plant efficiency is due<br />
to higher sales from combined<br />
cycle plant and less from OCGT,<br />
and availability<br />
36.9<br />
36.22<br />
37.58<br />
EUOF (%)<br />
35<br />
34<br />
33<br />
33.7<br />
35.4<br />
32<br />
31<br />
FY03<br />
FY04 FY05 FY06 FY07<br />
Financial Year<br />
118<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Generation<br />
Improvement Initiatives<br />
FY2007 saw the end of TNB’s T7 Programme. In 2007, Generation Division had four key initiatives<br />
to deliver, namely:<br />
1. Reduce Equivalent Unplanned Outage Rate<br />
2. Optimise Maintenance and Management of Planned Outage<br />
3. Project on Time and Within Budget<br />
4. Improve Technical Competency of Staff<br />
In summary, Generation Division concluded its T7 Programme with success and contributed to<br />
the overall technical performance.<br />
Reduce Equivalent Unplanned Outage Rate (EUOR)<br />
For the Reduce Unplanned Equivalent Outage Rate (EUOR) Initiative, Generation Division<br />
achieved EUOR figures of 2.05 per cent for Combined Cycle plants and 1.90 per cent for Coal<br />
plants, against the target of four per cent and three per cent for Combined Cycle plants and<br />
Coal plants respectively. Generation Division is very proud that all power stations managed to<br />
achieve their EUOR target for this Financial Year.<br />
Optimise Maintenance and Management of Planned Outage<br />
For FY2007, Generation Division successfully implemented Reliability Centred Maintenance<br />
(RCM) modules in all its power stations with the Risk-Based Inspection (RBI) implementation<br />
ongoing. These programmes have already started showing results with planned outage overrun<br />
contained at 0.27 per cent and (EAF) improved to 91.2 per cent, both showing improvements<br />
over the previous year. The performance is a result of better understanding of the power plants<br />
through systematic and detailed discussions amongst experienced engineers and technicians<br />
in producing policies on plant failures prevention by the implemention through correct<br />
maintenance at the right time on each sub-system and component of the power plant. RCM<br />
and RBI not only improve the plant reliability, but have also reduced the maintenance cost<br />
considerably.<br />
To enhance RBI and RCM the Division has embarked on another improvement programme by<br />
procuring the Generation Plant Management System (GPMS) to be installed in all the power<br />
plants and those linked to the Division headquarters. The pilot project was commissioned<br />
in Sultan Azlan Shah Power Station, Manjung in January 2007. Phase 2 of the project is<br />
currently undertaken to link real time data from all the other power stations to Generation<br />
headquarters.<br />
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<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Generation<br />
Project on Time and Within Budget<br />
Two major projects were ongoing in 2007 – the Cameron Highlands Rehabilitation Project and<br />
the PD 2 Combined Cycle Gas Turbine Project. The PD 2 project at Tuanku Jaafar Power Station is<br />
to install a 750 MW gas-fired combined cycle plant. It is expected to be completed by December<br />
2008 and currently 85 per cent of the project has been completed. In Cameron Highlands the<br />
project is to rehabilitate a 40 year scheme including de-silting of the Ringlet Lake to recover live<br />
storage volume. Work is scheduled for completion in December 2008.<br />
Besides the above, new projects are currently being initiated or acquired in this Financial Year.<br />
Preliminary engineering work, including detailed Environmental Impact Assessment (EIA) studies<br />
are being undertaken at Ulu Jelai 372 MW and Ulu Terengganu 212 MW Hydroelectric Projects.<br />
The studies are prerequisite for the final plant configuration and design. The projects are due<br />
for completion in the year 2013-2014. Generation Division, through REMACO, successfully won<br />
the bid for a 300 MW coal-fired conventional power plant in Sabah, against stiff competition<br />
from well established organisations. It is the first power plant project in Malaysia offered<br />
through a public tender exercise.<br />
The Division also provides the technical lead in the development of Shuaibah Independent<br />
Water and Power Project in Saudi Arabia. The project is a joint venture between a few Malaysian<br />
companies with local Saudi Arabian partners.<br />
Improve Technical Competency of Staff<br />
For FY2007, Generation Division had achieved an average of 10.3 training man-days per staff<br />
per year. The competency measurement done for non-executives showed a competency level<br />
of 89.18 per cent against the target of 87 per cent. This capacity and technical competency<br />
building initiatives are to ensure that staff meets the competency requirement of theirs job.<br />
Plant operation and maintenance staff clocked a minimum of seven training man-days in the<br />
year, while all categories of staff clocked a minimum of three. In the effort to improve plant<br />
reliability, RM450,000.00 was spent to train 300 power station personnel on RCM. Staff members<br />
were also sent to courses organised by SIRIM, NIOSH and NPC for other skills. Emphasis is given<br />
on mandatory job skills, training and high-impact training for specialist groups.<br />
Generation Division is very proud of its T7 success, indicating that continuous efforts at<br />
improvement are bearing results, and is confident that new initiatives to be undertaken in the<br />
SE 10/10 Programme will lead to a world class performance.<br />
120<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
121<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Generation<br />
Quality Initiatives - Awards and Achievements<br />
Generation Division has been the trend setter in the AKP initiative since it was introduced in<br />
2001. This year, again four out of the six finalists selected for FY2007 AKP Award were from<br />
Generation Division. Led by Putrajaya Power Station with 810 points, on average, Generation<br />
Division received 755.31 points for AKP 2007. Eleven out of 12 business units exceeded the<br />
700 points mark to qualify as “sportsmen” or as “professional sportsmen” status (above 800<br />
points).<br />
Generation Division endeavours to create employees who are multi-skilled. Therefore, activities<br />
such as 5S and Work Improvement Teams are seriously implemented. Tuanku Jaafar Power<br />
Station won National 5S Competition (Open Category) in November 2006. Sultan Iskandar<br />
Power Station received their 5S Certification from the National Productivity Corporation in Mac<br />
2007.<br />
In our quest to achieve ‘World Class Generation Performance’, Generation Division has<br />
implemented various Total Quality Management (TQM) initiatives such as MS ISO 9001:2000,<br />
MS ISO 14001 (Environment) and OHSAS 18001 (Safety). All power stations have obtained MS<br />
ISO 9001:2000 and MS ISO 14001. Besides this, two power stations have received OHSAS 18001<br />
led by Putrajaya Power Station in year 2000 followed by Sultan Mahmud Power Station, Kenyir<br />
in 2001. The Generation Division headquarters got its MS ISO 9001:2000 certification last year.<br />
Other awards won by various power stations and units within the Divisions are as follows:<br />
2006 National Safety and Health Excellence Award<br />
• Tuanku Jaafar Power Station<br />
• Chenderoh Power Station<br />
• Ismail Petra Power Station<br />
2006 National Innovative and Creative Circle (ICC) Convention<br />
• P-Power, Sultan Iskandar Power Station: Emas 3 Bintang<br />
• EG, Sultan Iskandar Power Station: Emas 3 Bintang<br />
• Elegen, Gelugor Power Station: Emas 3 Bintang<br />
Malaysian Society of Occupational Safety and Health Award - 2006<br />
• Connaught Bridge Power Station, Tuanku Jaafar Power Station, Putrajaya Power<br />
Station, Sultan Iskandar Power Station: Gold Award Class 2<br />
• Gelugor Power Station: Silver Award<br />
122<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Generation<br />
Challenges and Prospects<br />
The electricity demand forecast for Peninsula Malaysia shows a healthy growth of more than<br />
five per cent per annum. Generation Division will endeavour to maintain a high level of<br />
performance whilst maintaining the least generation cost. Availability of a continuous supply<br />
of the normal fossil fuel currently in use by the power plants, as well as their fluctuating prices,<br />
will remain a major concern. In the meantime, the Division is fully engaged in the effort to use<br />
an optimum energy mix including alternative fuels, especially from renewable sources.<br />
The Division will also focus on expanding the services provided by REMACO i.e. in the field and<br />
repair shop services. Appropriate resources will be allocated to facilitate the expansion within<br />
the country and regional market. A state of the art workshop is being implemented to provide<br />
high quality services.<br />
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<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Operations<br />
Review<br />
Ir. Ab’llah bin Haji Mohd Salleh<br />
Vice President<br />
Transmission<br />
“<br />
Transmission Division aims to be the<br />
region’s leading transmission entity and<br />
the centre of ASEAN Power Grid. All our<br />
strategies are geared towards these<br />
goals and our commitment in providing<br />
a safe, secure and reliable supply of<br />
electricity to the nation<br />
“<br />
124<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Transmission<br />
Highlights of Achievements.<br />
• Maintains single digit System Minutes for two<br />
consecutive years.<br />
• Completed major refurbishment works of the KL<br />
Region’s assets (switchgears).<br />
• Completed upgrading of the Kinta Valley 66 kV network<br />
with 132 kV network.<br />
• Added 2,130 MVA transformer capacity into the system<br />
upon completion of 13 substation projects.<br />
• Reduced transmission system losses from 3.02 per cent<br />
to 2.32 per cent.<br />
125<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Transmission<br />
Divisional Goals<br />
The Division manages and operates the 132 kV,<br />
275 kV and 500 kV transmission grid of Peninsular<br />
Malaysia, known as the National Grid. The National<br />
Grid consists of approximately 17,836 circuit-km<br />
of overhead transmission lines, 741 circuit-km of<br />
underground transmission cables and 385 substations<br />
with transformation capacity of 75,828 MVA. During<br />
the year under review, 31 power stations, made up of<br />
TNB power stations and IPPs, are connected to the grid<br />
and maximum electricity demand of the system was<br />
recorded at 13,620 MW on 8 August 2007.<br />
The National Grid is interconnected to Thailand’s<br />
transmission system operated by Electricity Generating<br />
Authority of Thailand (EGAT) in the North via a<br />
HVDC interconnection with a transmission capacity<br />
of 300 MW and a 132 kV HVAC overhead line with<br />
maximum transmission capacity of 90 MW. In the<br />
South, the National Grid is connected to Singapore<br />
Power’s transmission system at Senoko via two 230 kV<br />
submarine cables with a firm transmission capacity of<br />
200 MW.<br />
The National Grid allows electricity generated at<br />
various power stations to be transmitted to main intake<br />
substations located at load centers. The objective of<br />
Transmission is towards “safe, reliable and economic”<br />
operation of the Electricity Supply. It plays an important<br />
role in ensuring reliable and sustainable electricity<br />
supply which is priced competitively as compared with<br />
utilities in the Region.<br />
In going forward, the Transmission Division is committed<br />
to be the region’s leading transmission entity and the<br />
center of ASEAN Power Grid, and therefore all our<br />
future efforts are geared towards these goals.<br />
Transmission system equipment database is as below:-<br />
Types of Lines<br />
Length/Capacity/No.<br />
500 kV Overhead Lines 890 (circuit-km)<br />
275 kV Overhead Lines 6,666 (circuit-km)<br />
132 kV Overhead Lines 10,280 (circuit-km)<br />
Total Overhead Lines Length 17,836 (circuit-km)<br />
275 kV Underground Cable 61 (circuit-km)<br />
132 kV Underground Cable 680 (circuit-km)<br />
Total Underground Cable Length 741 (circuit-km)<br />
Transfomer of 500 kV<br />
6,750 MVA<br />
Transformer of 275 kV<br />
27,273 MVA<br />
Transformer of 132 kV<br />
41,805 MVA<br />
Total Transformer Capacity<br />
75,828 MVA<br />
Substations of 500 kV 5<br />
Substations of 275 kV 67<br />
Substations of 132 kV 313<br />
Total Number of Substation 385<br />
- As of August 2007<br />
126<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Transmission<br />
Operation Summary<br />
Transmission Division closely aligns its core activities to support the goals and objectives of TNB.<br />
High priority was placed on the development of a safe, reliable and economical grid system in<br />
line with Transmission’s goal to be a major player in the ASEAN Grid network.<br />
The strategies are as follows:<br />
• Addressing Existing Vulnerabilities<br />
To cater for future demand growth and plant-up of new power station, new projects<br />
are being developed. TNB also developed new projects to reinforce transmission<br />
lines and substations to enhance supply reliability. In the efforts to ensure the system<br />
security, System Operations focuses on system voltage within limits, transmission<br />
equipment within limits and security criteria with the used of state-of-the-art on-line<br />
real time reliability assessment tools. On the Maintenance side, the Division focuses on<br />
condition monitoring technology, vigilant rentice management and replacement of<br />
aging equipment.<br />
• Gearing up For Excellence<br />
In line with the T7 strategy of Defend our Core, Transmission Division’s immediate<br />
focus would be gearing up for excellence in technical competency, infrastructure,<br />
work processes and capabilities. One of the key initiatives towards excellence is the<br />
development of an Intelligent Grid Network.<br />
• Exploring Beyond Our Borders<br />
Transmission Division intends to explore beyond our borders and participate in regional<br />
markets of ASEAN to improve revenue and to be a leading player in the ASEAN region.<br />
Malaysia is well placed to benefit from the ASEAN power grid via participation in the<br />
regional power markets. By participating in other regional markets TNB can expand its<br />
customer base to include other ASEAN countries.<br />
In the journey to support TNB towards Service Excellence in 2010 (SE 10/10), the Division is<br />
implementing two additional initiatives:<br />
• Zero tripping with load loss<br />
• Project excellence<br />
The focus in human resource management excellence and managing stakeholder relationships<br />
will enhance and complement the efforts in raising the effectiveness of the Division.<br />
127<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Transmission<br />
System Improvements<br />
The Division takes initiatives to ensure that transmission projects are completed on time and<br />
within budget. These initiatives include improvement of the procurement approach and<br />
practice; improve project specifications and BQ; and ensuring accurate project scoping together<br />
with enhanced QA/QC process.<br />
The Chubadak 275 kV substation near Gombak which is part of the Central Area Reinforcement<br />
(CAR) Project was completed and commissioned in May 2007. With the CAR Project being close<br />
to its completion date of December 2007, it would further strengthen the security of supply<br />
around Kuala Lumpur and the Klang Valley.<br />
The 500 kV transmission line that connects the Jimah IPP Coal Fired Power Station to Lenggeng<br />
Substation and to Olak Lempit Substation is progressing to be completed by December 2007. A<br />
total of 30 projects were fully completed and commissioned during the year in review. Out of<br />
these projects, 13 were substation projects that contribute to additional 2,130 MVA transformer<br />
capacity in the system.<br />
Improvement are not restricted to the Central region alone. In the North, the Division has<br />
upgraded the Kinta Valley 66 kV with the 132 kV system. This is a milestone in the achievement<br />
of supply reliability in Perak, yet marking another milestone in Transmission history whereby<br />
the whole of 66 kV system is now de-commissioned in the National Grid, with the exception of<br />
only one dedicated feeder connected for a particular customer.<br />
Major rehabilitation of the Skudai substation was completed to strengthen the electricity<br />
supply in the Southern region which also caters for the development of Wilayah Pembangunan<br />
Iskandar.<br />
In the Eastern region, the re-configuration of the Tanah Merah-Kenyir 275 kV transmission line<br />
into Kandis would strengthen the electricity supply to Kelantan.<br />
The upgrading of the National Load Despatch Center (NLDC) project has progressed satisfactorily<br />
and is scheduled for completion by 2008. Through this project TNB will acquire a state-of-theart<br />
SCADA system and Energy Management System (EMS) to meet the future needs of TNB,<br />
providing the technological support for secure operation and the development of an intelligent<br />
grid system.<br />
128<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Transmission<br />
Key Performance Indicators<br />
The Transmission Division applied the Balanced Scorecard approach in developing the Key<br />
Performance Indicators (KPIs). The Division is pleased to report that all major indicators are<br />
healthy.<br />
Technical performance was captured under the Customer and Internal Process perspectives. In<br />
addressing the Customer perspective, the Division achieved positive lower indices as against a<br />
set of stretched targets. The System Average Interruption Frequency Index (SAIFI) scored 0.16<br />
(namely, number per delivery point) against a target 0.25 – 0.29 whilst the System Average<br />
Interruption Index (SAIDI) stood at 14.93 minutes against a target of 20 – 25 minutes.<br />
From the Internal Process perspective, the achievements were the System Average Restoration<br />
Index (SARI) at 71 minutes per interruption against 75 – 90 minutes; the Monthly Delay Index<br />
(MDI) reduced to 5.99 months from 6.87 months in the last Financial Year; and the System<br />
Minutes remained a single digit at 9.34 minutes against the target of 7 – 10 minutes.<br />
However, for System Minutes, it should be noted that for equitable comparison and international<br />
benchmark, tripping of 132 kV transformers (which are considered Distribution transformers)<br />
and under-frequency tripping due to tripping of large generators usually are not included in the<br />
calculation of system minutes. With the exclusion of these two elements, the System Minutes<br />
for the 132 kV and above 275 kV transmission systems would be 3.2 minutes and 0.5 minutes<br />
respectively.<br />
Other than that, the other two major contributors towards the System Minutes were the total<br />
shutdown of one main intake due to fire and failure of the Paper Insulated (PILC) transformer<br />
cable tails. The PILC cables are being replaced in phases with XLPE cables.<br />
System Minutes<br />
25.00<br />
Minutes<br />
20.00<br />
15.00<br />
10.00<br />
5.00<br />
19<br />
17<br />
20<br />
14<br />
18<br />
14<br />
7<br />
9<br />
0.00<br />
00 01 02 03 04 05 06 07<br />
Financial Year<br />
129<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Transmission<br />
Minutes<br />
DP SAIDI (Delivery Point<br />
System Average Interruption<br />
Duration Index)<br />
80<br />
70<br />
60<br />
50<br />
40<br />
30<br />
20<br />
10<br />
0<br />
70<br />
42<br />
42<br />
45<br />
00 01 02 03 04 05 06 07<br />
38<br />
Financial Year<br />
27<br />
16<br />
15<br />
Ilos<br />
DP SAIFI (Delivery Point<br />
System Average Interruption<br />
Frequency Index)<br />
0.7<br />
0.6<br />
0.5<br />
0.4<br />
0.3<br />
0.2<br />
0.1<br />
0<br />
0.62<br />
0.39<br />
0.53<br />
0.34<br />
0.50<br />
00 01 02 03 04 05 06 07<br />
Financial Year<br />
0.29<br />
0.22<br />
0.16<br />
Achievement of Project T7<br />
The Division’s T7 initiatives, that include enhancement of procurement process, specifications<br />
and project scooping, are targeted to improve project delivery. Despite the challenging 254<br />
projects executed during the reporting period, the Division has managed to reduce the project’s<br />
Monthly Delay Index (MDI) from 12.74 months in FY2003 to the current 5.99 months.<br />
The implementation of the initiatives which started in Financial Year 2003 and ended in<br />
Financial Year 2007, contributed to accumulated cost savings of approximately RM934 million.<br />
The savings were RM224 million from management of project specifications, RM129 million<br />
from improving asset utilisation and avoided cost of RM581 million in variation orders.<br />
Additional cost savings of RM70 million was also achieved in FY2007 from the reduction of<br />
transmission system losses.<br />
Monthly Delay Index<br />
Months<br />
14<br />
12<br />
10<br />
8<br />
6<br />
4<br />
2<br />
0<br />
12.74<br />
03<br />
10.35<br />
8.85<br />
6.87<br />
5.99<br />
04 05 06 07<br />
Financial Year<br />
130<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Transmission<br />
Implementation of Process Standardisation<br />
Improvement (PSI)<br />
The Transmission Division is continuously committed to ensure that excellence in the services<br />
provided are sustained through continual improvement efforts, in particular, via the Process<br />
Standardisation Improvement (PSI) initiative and MS ISO certification process. The Division<br />
maintained its MS ISO 9001:2000 certification for the second year.<br />
Shared Values<br />
The Division is proud to embrace “Gung Ho!” as a culture towards organisational excellence.<br />
It emphasises on the importance of shared goals and values; achievement of stretched targets<br />
and goals and the power of positive reinforcement. Gung Ho! has become a way of life in<br />
Transmission. This is communicated to all levels of the workforce symbolised as ways of the<br />
squirrel, beaver and goose. The “Spirit of the Squirrel” ensures the staff know their work is<br />
worthwhile, the “Way of the Beaver” ensures the staff are in control of achieving the goal<br />
whilst the “Gift of the Goose” ensures the staff are cheering each other on.<br />
131<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Transmission<br />
Challenges and Prospects<br />
The year under review proved challenging to the Division. During the second quarter of the<br />
Financial Year the flood in the southern states affected high voltage installations and the<br />
division vigilantly managed the system to supply electricity to parts of the states that were not<br />
affected by the flood. Tilted transmission towers were replaced with the Emergency Restoration<br />
System’s towers. Flooded high voltage substations were closely monitored for rising water levels<br />
that would endanger the operation of the high voltage switchgear.<br />
The Transmission Division has proven that it was able to manage the security of operations and<br />
keeping the system healthy whilst catering the major rehabilitation of key substations such as<br />
Paka 275 kV and KL East 275 kV. The longest ever gas curtailment period of 50 days starting<br />
from August 2007 was successfully managed without any interruption of supply and without<br />
resorting to the use of expensive distillate fuel.<br />
Project implementation was not without any problems. Public protests on the transmission line<br />
corridor and EMF was among the factors that prevented smooth implementation of project<br />
execution, especially for parts of the transmission line route under the CAR project.<br />
In the midst of exploring beyond the Malaysian border and gaining experience in the energy<br />
consultancy field, the Transmission Division is actively involved in the Group’s business ventures.<br />
The team from the Division plays a leading role in assessing the technical due diligence for the<br />
Bidding of the Philippines’ Transco. Utilising its experience in managing PPAs, the Transmission<br />
Division was engaged by the Group to finalise the Liberty Power Station upgrading proposal<br />
to the Pakistani authority. The improvements incorporated by the Transmission Division in<br />
finalising the SESB’s Tuaran PPA has benefited SESB in terms of reduced project cost and tax and<br />
fuel savings. Transmission Division was also engaged actively in the technical system studies for<br />
the Bakun interconnection.<br />
With the linking of the ASEAN countries’ electricity grids, the Transmission Division is placed in<br />
the center of the ASEAN Grid. The High Voltage Direct Current (HVDC) interconnection between<br />
Malaysia and Thailand has been fully utilised for the consecutive three years. The same scenario<br />
of interconnection and maximising power transactions with other neighbouring countries such<br />
as Indonesia would pave the prospect of TNB playing a role as a major player in the region.<br />
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<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Human Resource Management<br />
To achieve the main objective of a safe, reliable and economic electricity supply, the Division<br />
requires a competent, committed and business-oriented workforce. This was achieved by<br />
developing competency-based training plans and implementation. From the TNA/TNI process,<br />
training plans were implemented to ensure all level of employees have identified and received<br />
appropriate training. Each staff was allocated with five man-days training, and staff were<br />
encouraged to work in cross-functional teams either at the Divisional or Group level. Innovation<br />
and creativity were channeled via the formation of Work Improvement Teams (WIT).<br />
The Division exercised empowerment in line with the “Way of The Beaver” Gung Ho! principle.<br />
Appropriate Authorisation and Competency enable the staff to make decisions in their area of<br />
expertise. As an example, the control engineer at the National Load Despatch Center is fully<br />
responsible to manage the security of the National Grid. In term of Specialist development,<br />
the Division has expanded the post of experts in switchgear, transformer and power system<br />
analysis.<br />
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Transmission<br />
Customer Focus<br />
The Division pleased a heavy emphasis on being<br />
customer-focused. In fact, it is the major driving force<br />
that create the incentives or pressures for change in the<br />
Division. At the macro level, the Division’s customers<br />
are the electricity supply customers, electricity supply<br />
industry players, Generators (IPPs and TNB Generation<br />
Division), TNB Distribution Division and the various<br />
Stakeholders.<br />
In line with TNB’s effort to meet its customers’<br />
expectations, the Division is committed to ensuring a<br />
high standard of supply reliability which can be achieved<br />
through improvement of equipment availability and<br />
a quick response to transmission equipment tripping.<br />
Efforts have been put in place to enhance a healthier<br />
maintenance culture via RCM which has changed the<br />
maintenance philosophy from time-based to conditionbased.<br />
Vegetation management has been a key focus<br />
for the Division to ensure that tripping caused by<br />
vegetation are eliminated thus reducing outages and<br />
lowering System Minutes. These efforts have paid off,<br />
for two consecutive Financial Years, TNB maintained a<br />
single digit transmission System Minutes.<br />
Economic transfer of power from the efficient power<br />
plants to load the centers was facilitated with the<br />
completion of high capacity transmission lines,<br />
namely the Tanjung Bin Power Station-Bukit Batu 500<br />
kV transmission line and the Tuanku Jaafar Power<br />
Station-Olak Lempit 1000 MVA 275 kV transmission<br />
line. The completion of these two lines, which remove<br />
the constraint of bulk power transfer, together with<br />
the improvement of system via completion of other<br />
projects further improve the system’s load-flow. The<br />
transmission system losses have improved to 2.32 per<br />
cent as compare to 3.02 per cent in Financial Year<br />
2006. This improvement translates to value creation of<br />
approximately RM70 million.<br />
The Malaysian industry requires a very high standard<br />
of power quality supply. High-tech industries such as<br />
electronics, chemical and cement manufacturing are<br />
not condoned to voltage dip, even if it is only for a<br />
fraction of a second. The Division has analysed the<br />
root cause and found ways to control the frequency<br />
of occurrence. Thereupon voltage dips have reduced<br />
from thirty numbers in Financial Year 2002 to thirteen<br />
in Financial Year 2007, mainly as a result of the 25<br />
initiatives embodied in the SE 10/10.<br />
Customer requirements, expectations and needs are<br />
usually obtained during meetings, such as the Project<br />
Implementation Committee (PIC) meeting and posttripping<br />
meeting. In addition, customer communications<br />
are established through contacts at regular meetings<br />
and coordination platforms, such as EGAT(Thailand)/<br />
TNB/PLN(Indonesia) Joint Maintenance Cooperation<br />
Committee (JMCC), Joint Operation Committee (JOC)<br />
and ASEAN Transmission’s Sub-Working Group No.2<br />
– Operation & Maintenance (HAPUA SWG2 – O&M).<br />
Regular pre-arranged dialogues with local authorities,<br />
vendors and contractors are also conducted by the<br />
Division to acquire customers’ needs and expectations.<br />
The Operations Coordination Committee (OCC) meeting<br />
is one of the platforms in obtaining Distribution Division<br />
requirements. Transmission participates and supports<br />
the TNB Group’s programmes in Exhibitions, Campaigns<br />
and Dialogues such as Community Leadership Outreach<br />
Programme (CLOP) to disseminate information and to<br />
obtain feedback from customers.<br />
The Division utilised the online “Pengurusan Aduan<br />
Pelanggan (PAP)” in the TNB Webpage to capture and<br />
process customer complaints. The feedback received<br />
via customer complaints were translated into actions<br />
for improvement by the Division.<br />
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<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Transmission<br />
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<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Transmission<br />
Quality Management and Initiatives<br />
The Division supports QCS-WIT (Work Improvement Teams) with 58 teams which involves more<br />
than 500 staff that have embarked on 64 projects. During the reporting period the Division<br />
held a Quality Convention for the WIT groups to showcase their quality initiatives. Team “Pro<br />
Tech” from the Division represented TNB at the National Productivity Centre (NPC) convention,<br />
and had received the gold award. For the AKP Award, all 16 business units were assessed. 10<br />
business units had achieved scoring above the 700 marks, putting them in the “sportsman”<br />
category whilst six other units remained “ordinary man” with scoring in the range of 600s. The<br />
Divisional average improved to 702.07 from 658.47 in the Financial Year 2006. Transmission also<br />
implements 5S division-wide and planned for certification in Financial Year 2008.<br />
Awards<br />
Some of the more significant achievements by the Transmission Division staff both at national<br />
and international forums are as follows:<br />
• Ir. Sazali P Abdul Karim, a Senior Technical Expert, won a Silver Medal for his design of an<br />
analytical software at the 35th International Exhibition Inventions, New Techniques and<br />
Products on April 2007 at Geneva, Switzerland. The software identifies the root cause of<br />
transmission tripping and analyse protection failure using fault disturbance recorder. His<br />
innovation has been trademarked as IPSAZ TM and TNB is holding the patent, trademark<br />
and copyrights for this innovation.<br />
• En. Shariffudin K Abdullah, Senior Technician Live Line Unit, received 'Anugerah Harapan<br />
Tokoh Pekerja Lelaki' for Non-Executive Group of National Level during the Labour Day<br />
Celebration (National) at Stadium Putra Bukit Jalil on 5 May 2007.<br />
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<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
TEWA<br />
KCMT<br />
UMKA<br />
TPAU<br />
PULAU<br />
LANGKAWI<br />
PULAU<br />
PINANG<br />
PERLIS<br />
CIMA<br />
BKTR<br />
KGAR BKHM<br />
KPLS PLPS<br />
CPNG<br />
ASTR<br />
KSTR<br />
KSSM<br />
GCPD<br />
To SDAO<br />
PAUH<br />
MGON<br />
Khlong Ngae<br />
(HVDC link)<br />
300kV DC line 100km<br />
KEDAH<br />
PFTZ<br />
JENG<br />
GRUN<br />
PWGR<br />
SPID<br />
BDNG<br />
INTN<br />
GNRE BSBU<br />
SPTN<br />
TKBU<br />
AJYA<br />
BWTN<br />
SJAY<br />
ATJN SKSP<br />
BMJM BLIN<br />
FLIM SPNGPRAI<br />
KLIM<br />
GLGR BTGH<br />
SSTL KKTL<br />
BBRU JURU PRID<br />
INTL<br />
PRGS<br />
BLPS<br />
BTBN NTBL<br />
SKCL<br />
VDOR<br />
JJNG<br />
PBTR<br />
TENAGA<br />
NASIONAL<br />
THERMAL<br />
BSRI<br />
SGRI<br />
PERAK<br />
BMRH<br />
KMTG PKCB<br />
SSPT<br />
TPNG SBGS<br />
TPID PHCT KKSR APMC<br />
KJWA NKAN<br />
GTWN KLBG<br />
LMTM<br />
LMUT<br />
JMJG<br />
GRIK<br />
KGJH<br />
HMLG<br />
KVRT<br />
GPRD<br />
PAPN<br />
PKLN<br />
BGJH<br />
KMPR<br />
SIKD<br />
ATWR<br />
CEND<br />
BSIA<br />
KNRG<br />
TINT SMNK<br />
SBSR<br />
LPIA<br />
TASK<br />
TMOH<br />
SIHY<br />
SYPS<br />
SELANGOR<br />
BTRK<br />
BTAI<br />
KSGR<br />
BBDG<br />
KPAR<br />
PKLG<br />
TMGR<br />
UPIA<br />
SKAI<br />
SRVR<br />
CBPS<br />
BDOR<br />
KSKI<br />
BTIN<br />
PCTY<br />
PMRN<br />
TPGR<br />
BTNG<br />
KELANTAN<br />
JTUT<br />
N. SEMBILAN<br />
PAHANG<br />
KPNG<br />
KKPG<br />
KRYG<br />
BSTA<br />
MNID<br />
KTRI<br />
BNTG<br />
JBRS MTKB SONG<br />
RSID GHLD<br />
KRAK TMID<br />
KAWA<br />
BBTG GTNG<br />
BTRT<br />
JBRS(T)<br />
ATNI<br />
KULE<br />
SRYA<br />
KULN<br />
2007<br />
NATIONAL GRID<br />
System Planning, Transmission Division<br />
HYDRO<br />
500 kV Overhead Line<br />
275 kV Overhead Line<br />
132 kV Overhead Line<br />
132 kV Cable<br />
Power Station<br />
PGAU<br />
RBDR<br />
RPJG<br />
GMSG<br />
KLIP<br />
BNTA<br />
LMAL<br />
TMRH<br />
KKRI<br />
KBRU<br />
PCOR<br />
PPTH<br />
SJTH<br />
JNKA<br />
KNYR<br />
BRKT<br />
GBDK<br />
KBRG<br />
KTGU<br />
CHRG<br />
TERENGGANU<br />
MRAN<br />
MECC<br />
MECC<br />
PRJA<br />
RNGT<br />
DGID<br />
STNG<br />
DGUN<br />
PGPP<br />
EMSB PAKA<br />
YPKA<br />
KTIH<br />
CUFK<br />
HTXD RPTS<br />
HTSS<br />
PKAN<br />
TJBU<br />
TKLG<br />
PWSM<br />
KMAN<br />
ECML<br />
CUFG<br />
ECSS<br />
GBNG<br />
GBID AMCO<br />
MTBE TGLN<br />
PCMT JDSI<br />
KCTL SMBU<br />
KTNN BIMK<br />
PULU<br />
KULS<br />
BMSH<br />
KKWG<br />
SRDG<br />
SRDR(T)<br />
SPTG<br />
KBBR AMID<br />
BCHG<br />
NLAI<br />
PJAM PROI<br />
SLTI HLNN<br />
NSCI BAHA<br />
MTIN<br />
BKPY<br />
KPLH<br />
TJID<br />
PBSR<br />
RTAU<br />
GMAS<br />
PDPS<br />
CMBG<br />
LKUT<br />
SGMT BSPT<br />
TJPS SHELL<br />
MELAKA<br />
TJGS TKMG PTEK KGDK<br />
MSNG<br />
MTNH<br />
MCOP(T)<br />
KLMK<br />
JOHORE<br />
MFDR<br />
JSIN TKID<br />
BKPG CAAH<br />
AKRH<br />
JMTH<br />
MPSS<br />
TKAK<br />
ONST MCOP<br />
BKPG<br />
MCCA<br />
MMAU<br />
SBOK<br />
MUAR<br />
SMTI<br />
YGPE KLGN<br />
KLID<br />
TMAS<br />
GRSK<br />
TAGS<br />
SABG<br />
PGOH<br />
YPGN<br />
KLUG<br />
PJML AHMJ PSLG YGPG<br />
MKBL<br />
PYSF TPCH BPHE<br />
SRGM<br />
SSLG<br />
BPHT TLBH<br />
RNGM JTGH<br />
SGAD<br />
PSRI<br />
KTAN<br />
KLAI KTGI<br />
PUBB<br />
BBTU<br />
SLNG<br />
SELG UTRM<br />
PSAK<br />
TUNI GPTH<br />
TLTP<br />
PONT<br />
PNWR<br />
SDAI<br />
MAJD PLTG TLST<br />
PNAS TKPG<br />
DSRU<br />
PLNG PMJY CBRU<br />
KKUP PBJB<br />
PGGS<br />
PGPS<br />
TBIN<br />
TRMN<br />
SNKO<br />
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<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
HMLG<br />
JMJG<br />
BGJH<br />
KPNG<br />
SELANGOR<br />
BTRK<br />
SBSR<br />
RSID<br />
BTAI<br />
BBTG<br />
BSTA<br />
KSGR<br />
BARG<br />
BBDG<br />
KSBG<br />
HKCK<br />
RWSS<br />
KRWG<br />
NRWG<br />
SRYA<br />
KULE<br />
KAWA<br />
KPAR<br />
PKLG<br />
PIDH<br />
BJTG<br />
SDAM<br />
KLJT<br />
KULN<br />
BCVS<br />
LKDG<br />
SGBT<br />
TWSA LJTK<br />
BKPR<br />
KLCC<br />
SDCA<br />
DWGI<br />
PTAI<br />
DMHT<br />
MERU MHTA KULW<br />
GWAY<br />
TNHQ<br />
ASMB<br />
AMPG<br />
SHAN<br />
MSWK<br />
BFLD<br />
PMJU<br />
BRGS<br />
BRAJ BTGA<br />
NSPK<br />
MVLY<br />
PULU<br />
MOXY SHAS<br />
SHAE<br />
KULS<br />
BTRZ DDSA<br />
PROT NSDA KSLS BJLL<br />
IGBK CBPS KSAS<br />
BKMG PJST SRDR(T)<br />
NKST<br />
HCOM<br />
CBJN<br />
BLKG<br />
PMRN<br />
TPGR<br />
MGST<br />
AHTM<br />
OLPT<br />
KLPP<br />
ERLA<br />
SRDG<br />
ABBA<br />
CBDK<br />
NUNI<br />
KJNG<br />
SSWW<br />
SMYH<br />
BRNG<br />
BTIN<br />
BCHG<br />
SLTI<br />
NLAI<br />
KLIA<br />
INTERNATIONAL<br />
SEPANG AIRPORT<br />
TJGS<br />
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<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Operations<br />
Review<br />
Dato’ Ir. Aishah Binti<br />
Dato’ Haji Abdul Rauf<br />
Vice President<br />
Distribution<br />
“<br />
We strive to improve the technical efficiency<br />
of the system network operations and in<br />
resolving Power Quality concerns with the<br />
aim of providing high quality power supply<br />
to relevant consumers.<br />
“<br />
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<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Distribution<br />
Highlights of Achievements<br />
• TNB’s Call Management Centre (TNB CareLine 15454) - recipient<br />
of the 2007 Gold Award for the Best Emerging Contact Centre<br />
(Category GLC) from Customer Relationship Management and<br />
Contact Centre Association of Malaysia (CCAM) in partnership with<br />
Multimedia Development Corporation (MDEC)<br />
• Collection of backbillings amounting to RM54.07 million for the<br />
period from September 2006 until August 2007<br />
• Significant reduction of electricity theft from four per cent in<br />
FY2005 to 1.2 per cent currently<br />
• Improvement in System Average Interruption Duration Index<br />
(SAIDI) to 83 minutes and Average Collection Period (ACP)<br />
to 23 days<br />
• Improved customer service through enhancement of Kedai <strong>Tenaga</strong>,<br />
Call Management Centre and introduction of new payment modes<br />
namely Mobile Money<br />
• Introduction of integrated application programme for power<br />
breakdown management known as TNB Outage Management<br />
System (TOMS)<br />
• Setting up of Iskandar Development Region’s office in Nusa Jaya,<br />
Johor<br />
To ensure a secure and reliable supply, TNB is currently undergoing system improvements to<br />
strengthen the system and improve supply security in Kuala Lumpur and Selangor. The ongoing<br />
RM400 million Central Area Reinforcement Project (CAR) is aimed at upgrading transmission<br />
and distribution systems within the Klang Valley.<br />
In addition to that, other system improvement projects which are well underway include the<br />
replacement and upgrading of the Perak 22 kV distribution system and the replacement of old<br />
distribution switchgears and transformers across the Peninsular. These projects are expected to<br />
be completed within the next several years.<br />
The implementation of the RM399 million Supervisory Control and Data Acquisition and<br />
Distribution Automation (SCADA/DA) project is expected to improve and reduce SAIDI to that<br />
of other world class utilities over the next few years. This is achievable through the system’s<br />
ability to identify fault location, isolate the fault and mobilise technical staffs or perform remote<br />
switching to restore supply to the customers.<br />
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<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Distribution<br />
Electricity Distribution Network<br />
From Main Intake (PMU/PPU) to customer points<br />
(From 33 kV down to 240 V)<br />
The Network Operations component of the Division plans, designs, constructs, operates<br />
and maintains the system that delivers supply of electricity to the customers.<br />
Distribution Division connects all the 6.8 million customers from the National Grid<br />
through a distribution system web at voltage levels of<br />
33 kV, 22 kV, 11 kV, 6.6 kV and 415/240 V.<br />
“To provide timely and continuous<br />
supply of electricity and related products<br />
and services that meet customers’<br />
expectations, and effectively act as a key<br />
agent for national developments, whilst<br />
meeting our shareholders’ expectations”<br />
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<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Operational Improvements<br />
For Supply Reliability and Quality initiative, we have put in efforts to improve our System<br />
Average Interruption Duration Index (SAIDI) by reducing our response time and security of our<br />
Distribution system. We have also implemented the Power Quality (PQ) Management system<br />
to monitor and improve power quality.<br />
For the initiative to improve “Connect Supply on Time”, TNB Distribution has developed a new<br />
project monitoring system called Distribution Project Monitoring System (DPMS) to assist our<br />
project personnel to improve their projects implementation and management.<br />
TNB Distribution is constantly striving to improve our material availability and quality. We<br />
have constant review with our customers, vendors and project personnel so as to establish<br />
close coordination between supply and demand of our materials. Suppliers’ delivery dates<br />
are tracked and total number of projects served by TNB Distribution warehouses have been<br />
measured to ensure we deliver the best service to the customers.<br />
We have set up a Special Engagement Against Losses (SEAL) team to curb cases of Non-Technical<br />
Losses. We are also continuously improving our Distribution system so as to reduce system<br />
technical losses.<br />
The achievement of T7 key initiatives are measured by their KPIs and milestones. As at 31<br />
August 2007, Distribution Division has achieved an overall result of 87.5 per cent as against the<br />
set target.<br />
Faces behind Customer CareLine 15454<br />
143<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Distribution<br />
Summary of Operations<br />
Distribution has successfully retained its MS ISO<br />
9001:2000 certification after undergoing the<br />
Surveillance Audit by SIRIM QAS International in April<br />
2007. Using its “Continual Improvement Plan” (CIP),<br />
Distribution continues its effort to internalise the ISO<br />
9001:2000 framework into its work culture and this<br />
framework shall be one of the foundations to help the<br />
division achieve Service Excellence by 2010.<br />
Delighting customers is a key priority in TNB. Ordinary<br />
Power Customers (OPCs) constitutes the majority of<br />
our almost 6.8 million customers which are mainly<br />
Malaysian households. Large Power Customers (LPCs),<br />
while small in number, account for almost 80 per cent<br />
of the total sales of electricity in the country. LPC is also<br />
further categorised into the commercial and industrial<br />
categories, with the industrial customers being further<br />
classified into different industries.<br />
The direct undertaking for the customers’ needs and<br />
expectations fall within the jurisdiction of Distribution<br />
Division. Hence it is imperative for TNB to identify<br />
these needs and expectations through a structured<br />
and focused data and information gathering exercise.<br />
Feedbacks from customers are channeled through a<br />
combination of a structured Customer Satisfaction<br />
Index (CSI) survey, feedback forms available at TNB<br />
retail outlets – the Kedai <strong>Tenaga</strong> and surveys done<br />
through the Call Management Centre (CMC).<br />
Another method of information gathering is through<br />
the Power Quality (PQ) survey conducted on all LPCs.<br />
This enables TNB to assess the LPC knowledge on PQ,<br />
sensitive loads within the premises and requirements<br />
for PQ solutions. This is in line with the increasing<br />
thrust by the government agencies through MIDA/MITI<br />
to woo more high-tech industries to Malaysia where<br />
PQ is a critical issue to some of the manufacturing<br />
processes.<br />
For the convenience of customers, they are offered<br />
a myriad of payment channel options which include<br />
payment via Direct Debit, phone banking, Auto-Pay<br />
(payment via credit card), payment at various local<br />
banking institutions, Mobile Money and many more.<br />
TNB Distribution strives to improve the technical<br />
efficiency of the system network operations and<br />
in resolving Power Quality concerns with the aim<br />
of providing high quality power supply to relevant<br />
consumers. A major effort made this year was the<br />
SCADA/DA project which reduces restoration time after<br />
the occurrence of a fault in the medium voltage (MV)<br />
distribution network. The Control Centre is alerted<br />
immediately when tripping occurs and especially in<br />
remotely monitored substations – it expedites fault<br />
detection. Furthermore, remote switching can be<br />
performed which will reduce travelling time.<br />
At intervals, the Distribution management meets up<br />
with industry leaders and representatives from both<br />
Government Agencies like MITI and MIDA and private<br />
sectors such as FOMCA, FMM and REHDA. These<br />
dialogues and meetings are high-level discussions that<br />
also include the participation of the Company’s Top<br />
Management members.<br />
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<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Materials availability and quality is of high importance to TNB’s infrastructure development.<br />
This has been identified as a key initiative to boost TNB’s service delivery. TNB Distribution is<br />
committed to this effort in order to ensure on-time completion of supply projects and longer<br />
lifespan of street lighting through better quality products.<br />
The highest TNB management council Executive Management Committee spearheaded by the<br />
President/CEO meets regularly to ensure participation and commitment from all Divisions and<br />
support services to our customers. Furthermore, at Distribution Division, department heads<br />
and executives organise regular meetings, cross functional initiatives, continuous and close<br />
monitoring of projects, implement service level agreements between departments to obtain<br />
regular feedback on pertinent issues (e.g. poor quality of materials).<br />
A comprehensive Customer Feedback Programme (Sistem Maklumbalas Pelanggan – SMP) has<br />
been introduced and upgraded to provide an automated tool in handling customer complaints.<br />
In addition, CMC, Electric Eyes and the PRIME Management Programmes are interfacing with<br />
SMP to form a structured web-based customer complaint handling system.<br />
PQMS (PQ Monitoring System) meanwhile identify real time power quality incidents on the<br />
system and the information is accessible by Distribution nationwide to allow for remedial action<br />
as and when it is required. Seminars and dialogues with leaders and representatives of industries,<br />
businesses and Government Agencies, also form part of the whole process in handling customer<br />
complaints. By managing the three different channels of customer complaints via an in-house<br />
developed software called SMP, we are able to track, escalate, monitor, report and evaluate the<br />
feedback. Integrating customer information on a single platform is a step towards achieving a<br />
Customer Relationship Management (CRM) programme.<br />
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Distribution<br />
To ensure complaints and comments are captured; TNB has developed a customer repository of<br />
all its 6.8 million customers and is able to view its customer feedback on a single platform. The<br />
customer repository is developed to enhance customers’ experience as they deal with TNB.<br />
The PRIME Management Programme generates a quarterly report that gives management<br />
insight into areas of concern that might prevail or explore new initiatives that can be introduced<br />
to improve TNB’s products and services.<br />
Meanwhile, conducted on a daily basis through CMC, weekly through media and monthly<br />
through SMP, the analysis focuses on complaints received from the general public through<br />
various customer touch points.<br />
Distribution Division continuously improves its products and services as well as some of the<br />
programmes and activities undertaken over recent months. They include enhanced awareness<br />
programme on Power Quality, street lighting, renewable energy and energy efficiency. Apart<br />
from the new integrated software developed to make processes between the calls, service and<br />
control centre seamless, CMC services have also been experiencing another wave of enhancement<br />
as Short Message Service (SMS) is now added onto Distribution’s 15454 TNB CareLine. The SMS<br />
service now allows subscribers of Celcom, Maxis and Digi to send information on electricity<br />
breakdown and streetlights breakdown report via SMS to 15454. The centralised CMC is also<br />
equipped with Interactive Voice Recorder (IVR) and IP Telephony and CTI (integration of<br />
computer and the telephone).<br />
As a whole, compilation of performance data is captured through SMP, CMC and PRIME<br />
Management Programmes supplemented by information derived from dialogues and regional<br />
managers handling of media reports. Information available on the systems where these are<br />
recorded and managed accordingly is accessible to all levels of management.<br />
Kedai <strong>Tenaga</strong> being the customers’ service centre for TNB is currently undergoing service and<br />
image enhancement. Ongoing initiatives to boost TNB service levels include the “Service with<br />
a Smile” campaign whereby front liners are encouraged to smile when rendering their service.<br />
On top of that, counter staff are given new corporate uniforms that will project a professional<br />
image. A FAQ booklet has also been developed to assist counter staff in responding to customer<br />
enquiries in a proper and consistent manner.<br />
TNB is always striving to provide the highest quality service to its customers. As such, Kedai<br />
<strong>Tenaga</strong> centres are equipped with a new queue system to facilitate better tracking and<br />
monitoring of response and waiting time of the counter service.<br />
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Distribution<br />
Relationship with Stakeholders<br />
TNB is working closely with the regulatory and the Ministry groups to introduce a Customer<br />
Charter that reflects the growing demands of the customers. The Division’s Customer Charter<br />
will further strengthen Distribution’s compliance to the terms and conditions of the TNB License<br />
(Syarat 15) in fulfilling customer needs, satisfaction and expectation. This is also in line with<br />
TNB’s strategic mission to become the preferred power provider by 2010.<br />
TNB has established a Strategic Supplier Relation Management framework in January 2007<br />
with the objective to develop a stable and competitive supplier base that has direct impact on<br />
quality products and services procured. This will improve reliability of supply, quality products<br />
and services whilst developing competent and capable local suppliers in achieving the national<br />
objective. There are three main groups of suppliers:<br />
the Strategic Supplier Programme refers to vendors that supply products and services<br />
which are critical to core operations and significant annual spending<br />
the Supplier Management Programme focuses on vendors that have been awarded<br />
contracts which contributed to 80 per cent of the total procurement spending<br />
the Bumiputera Vendor Development Programme refers to a special programme<br />
to develop Bumiputera companies in medium and high technology industries and<br />
knowledge based on the field of manufacturing, works and services.<br />
TNB is also committed to support the national objective of “developing Bumiputera companies”.<br />
Tremendous emphasis was given to enhance the development of Bumiputera companies in<br />
ensuring quality products and services based on TNB’s requirements. Additionally, as part of<br />
the initiative to enhance quality and as a feedback mechanism for vendors, several dialogues<br />
and training programmes were conducted throughout the country to educate vendors on<br />
recent development and enhancement in TNB’s procurement and quality assurance practice.<br />
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Distribution<br />
Several initiatives have been undertaken to maintain and enhance existing ties with the media.<br />
Among the programmes conducted include goodwill games such as golf and bowling as well<br />
as media luncheon.<br />
TNB continues to support the Government through various means. Under the Rural Street<br />
Lighting programme administered by the Rural and Federal Ministry, TNB has embarked on<br />
Phase III of the programme which sees a total of 26,408 approved units of 150W streetlights<br />
to be installed throughout the Peninsular Malaysia. The Phase III project is scheduled for<br />
completion in December 2007.<br />
To enhance the quality of life through the provision of electricity supply to remote and<br />
rural areas, TNB together with the Rural and Federal Ministry also worked hand-in-hand in<br />
implementing the Rural Area Electricity Supply project that is funded by the AAIBE (Akaun<br />
Amanah Industri Bekalan Elektrik).<br />
Two Solar Hybrid electrification projects, each in Pulau Kapas and Pulau Perhentian, Terengganu<br />
were also completed and launched in June 2007 and September 2007 respectively. These efforts<br />
are in line with the Government’s initiative in identification and utilisation of renewable energy<br />
sources.<br />
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Operations<br />
Review<br />
Dato’ Izzaddin Idris<br />
Chief Financial Officer<br />
Finance<br />
“<br />
Finance division sees its role as a<br />
business partner to the core business<br />
divisions and to align business strategies<br />
to enhance shareholders’ value<br />
“<br />
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Finance Division<br />
Highlights of Achievements:<br />
• Formulation of a progressive<br />
dividend policy comparable with<br />
international peers<br />
• Implementation of Divisional<br />
Accounting (DA) within TNB<br />
• Implementation of an Investment<br />
Evaluation Framework for Budget<br />
Planning<br />
• Establishment of TNB Economic<br />
Council (TNB-ECouncil)<br />
• Excercised the Call Option of the<br />
Guaranteed Exchangeable Bonds<br />
thereby improving the gearing<br />
position<br />
• Initiation of the process to remove<br />
foreign shareholding restrictions<br />
• Signing of the Memorandum of<br />
Understanding for the ASEAN<br />
Power Grid in August 2007<br />
• Implementation of a<br />
comprehensive Policy Manual for<br />
the Limits of Authority to enhance<br />
the effectiveness of existing<br />
internal control systems<br />
In recent years the Finance Division’s responsibilities<br />
has extended beyond the conventional boundaries<br />
of financial and management reporting, corporate<br />
finance as well as treasury operations, to include<br />
investor relations, strategic and financial planning,<br />
business development and risk management. The role<br />
of the Finance Division has moved away from just being<br />
responsible for the traditional accounting aspects of<br />
an organisation to a role that has been increasingly<br />
linked with the strategic and operational aspects of the<br />
business as well as value creation through:-<br />
• Strengthening internal reporting systems and<br />
aligning them with the Company’s strategy<br />
• Exploring new business and growth<br />
opportunities<br />
• Being stewards of value preservation<br />
• Aligning the Group’s business strategies to<br />
enhance shareholder value and improve return<br />
on assets<br />
• Promoting discipline in cost management<br />
• Proactively managing investor relations<br />
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Finance Division<br />
The key activities of the Finance<br />
Division during the year under<br />
review are summarised below:-<br />
Progressive Development of the<br />
Malaysian Electricity Supply Industry<br />
During the year under review, the Division submitted<br />
a report titled “Recommendations for a Malaysian<br />
Power Exchange-Issues and Options” to the Ministry<br />
of Energy, Water and Communications. This has been<br />
viewed as a proactive effort by TNB to contribute to<br />
the progressive development of the electricity supply<br />
industry. A paper titled “The National Energy and<br />
Electricity Sector: Towards 2020: Energy Policies and<br />
Strategies” was presented by TNB’s President and<br />
Chief Executive Officer at the 4 th National Energy<br />
Summit in Kuala Lumpur on 29 August 2007. The paper<br />
highlighted several major considerations which need to<br />
be addressed for a smooth transition of the industry,<br />
if that was the direction. Discussions with Ministry<br />
officials and the Energy Commission are still ongoing.<br />
Formulation of Corporate Strategies<br />
With the increasing utilisation of coal as a fuel source<br />
for power generation in Peninsular Malaysia, the<br />
Division has commissioned and completed a study<br />
on the ‘Coal Supply Security Issues and Mitigation<br />
Strategies’ during the year under review. The study<br />
highlighted the key problems and issues related to coal<br />
supply and recommended several additional mitigating<br />
actions to address these issues. The recommendations,<br />
include amongst others, lobbying for fuel cost passthrough<br />
mechanism, identify opportunities to establish<br />
long term supplier relationships with credible mine<br />
operators or coal suppliers and building internal<br />
expertise to manage the coal supply chain.<br />
Service Excellence 2010 (SE10/10) - First<br />
milestone in TNB’s 20-Year Strategic Plan<br />
Formulated in 2005, the TNB 20-Year Strategic Plan<br />
seeks to guide the organisation in achieving its vision<br />
of becoming amongst the leading corporations in<br />
the energy and related businesses globally. The first<br />
destination in this 20-year journey, encapsulated under<br />
‘Service Excellence 2010 (SE 10/10),’ is essentially to build<br />
a solid foundation for the future growth and business<br />
expansion of the organisation. The primary focus of<br />
this SE 10/10 programme is not only to be amongst<br />
the best-run corporations in Malaysia, but also in the<br />
region. As a testimony to this, TNB aims to achieve the<br />
Prime Minister’s Industrial Excellence Award by 2010.<br />
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Prudent Debt Liability Management to Achieve Optimal Capital<br />
Leverage and Debt Mix<br />
During the year under review, the Group did not embark on any significant funding exercise<br />
as its cash flow from operations and healthy cash position was more than adequate to meet its<br />
capital expenditure and debt repayments.<br />
To ensure efficient utilisation of the Group’s capital, TNB has initiated a capital management<br />
programme, in line with Government Linked Companies (GLCs) Purple Book Transformation<br />
Programme Guidelines. TNB’s capital management program involves establishing an optimum<br />
capital structure and capital efficiency (encompassing capital expenditure, working capital and<br />
disposal programme for non-core assets).<br />
On 12 September 2006, TNB exercised its call option to exchange the balance outstanding on<br />
its 2.625 per cent Guaranteed Exchangeable Bonds with new TNB shares. With the expiry of the<br />
right to exchange the bonds, a total of USD398,960,000 nominal value in bonds were exchanged<br />
at the close of business on 6 October 2006. As a result of the exchange, the paid-up ordinary<br />
share capital of TNB increased by a total of 187,155,756 new TNB shares.<br />
In April 2007, the Board approved and announced a progressive dividend policy for TNB<br />
effective from FY2007. Under the newly formulated policy, TNB intends to distribute 40-60<br />
per cent of TNB’s annual free cash flow (defined as operating cash flow less normalised capital<br />
expenditure and interest servicing) as dividends. This will enable TNB to provide stable and<br />
sustainable dividends to shareholders, while maintaining an efficient capital structure and<br />
ensuring sufficient funding for future growth. The new payout structure is comparable with<br />
other international peers and meets overall market expectations.<br />
As part of Central Treasury Management’s efforts to manage and reduce TNB’s exposure to<br />
foreign exchange risk, TNB entered into a Cross Currency and Interest Rate Swap in October<br />
2006 for a notional amount of JPY 7.7 billion. The swap transaction had the effect of partially<br />
reducing TNB’s exposure to losses that may arise from adverse fluctuations on exchange rates<br />
and interest rates in relation to the underlying Yen loan.<br />
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Finance Division<br />
Financial Ratios and Headline KPIs<br />
With the new tariff accorded to TNB effective from June 2006 and together with the various initiatives<br />
undertaken for cost management and value creation, there has been a significant improvement in<br />
TNB’s financial ratios and Headline Key Performance Indicators (KPIs) as shown below:-<br />
Financial Ratios<br />
Financial Year<br />
2003 2004 2005 2006 2007<br />
Self-Financing Ratio 40:60 25:75 51:49 68:32 118:-18<br />
Effective Weighted Average<br />
Cost of Funds* 4.9% 5.3% 5.4% 5.9% 5.9%<br />
Currency Mix (RM:Foreign) 49:51 51:49 50:50 52:48 55:45<br />
Debt Service Cover Ratio 2.0x 1.6x 1.4x 1.8x 2.5x<br />
Debt-Equity (Net of Cash) Ratio 2.11# 1.94# 1.69# 1.19# 0.78#<br />
* reflective of RM equivalent of currency exposure<br />
# after FRS 112-Income Taxes and FRS 119-Employee Benefits<br />
For the Financial Year under review, TNB had arguably achieved the targeted Headline KPIs which<br />
were stretched, showing a strong commitment to the GLC Transformation efforts of the Government.<br />
TNB’s Headline KPIs performance over the past few years are set out below:-<br />
KPIs<br />
Financial Year<br />
Actual Actual Actual Target Actual<br />
2004 2005 2006 2007 2007<br />
Return on Assets (ROA) 1 2.6% 2.2% 3.3% 6.5% 6.3%<br />
Gearing 68.6% 64.9% 58.1% 50.0-55.0% 49.9%<br />
Unplanned Outage Rate (UOR) 9.4% 6.1% 4.7% 4.4% 2.2%<br />
T&D Losses 10.8% 10.5% 11.0% 10.5% 10.0%<br />
Transmission System Minutes (mins) 18.0 14.0 7.3
Finance Division<br />
Processes and Procedures to Improve Cash Flow and Effective Cost<br />
Management<br />
The year under review saw an overall reduction in the cost of insurance premium payments and<br />
brokerage fees, resulting from lower loss ratios for most of the policies, improved perception<br />
of TNB’s operational risk by the insurance market and improved risk management through<br />
creating awareness and sharing of information/knowledge on risk management.<br />
In line with the objectives of ensuring timely payment, the Division embarked on an internet<br />
based payment method via Maybank2e.net (Malayan Banking) and BizChannel (CIMB Bank)<br />
initially to cover payroll (and related payments), with plans to include third party payments in<br />
the immediate future. For the current Financial Year under review, the application has been<br />
extended to staff claims and vendors/suppliers with Maybank accounts.<br />
The focus of Group Tax Unit is to manage all taxation matters, both direct and indirect taxes,<br />
relating to the TNB Group. In this regard, the Unit has to ensure that the Group plans its<br />
operations and investments in a tax - efficient manner whilst complying with all relevant tax<br />
legislation. The Group Tax unit focuses on achieving tax efficiencies through maximising tax<br />
relief and incentives wherever possible in structuring new investments locally and abroad and<br />
assisting subsidiaries in tax audits, to minimise tax exposure and liabilities. In FY2007, tax savings<br />
amounting to RM70 million was achieved in the form of custom duty and sales tax exemption.<br />
Removal of foreign shareholding restrictions<br />
On 5 February 2007, the level of foreign shareholding in TNB exceeded 25 per cent reaching a<br />
peak of 28.4 per cent on 30 May 2007. On 16 February 2007, the Division initiated an application<br />
to the Authorities for the removal of foreign shareholding restrictions and received approval of<br />
the Ministry of Finance on 19 April 2007. TNB has convened an Extraordinary General Meeting in<br />
December 2007 to seek shareholders approval for the amendments to the Articles of Association<br />
to remove the limit. The removal will provide an opportunity for more foreign shareholders to<br />
invest in TNB and lead to further diversification of the profile of the shareholders of TNB.<br />
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Finance Division<br />
Diversifying Earnings Base and<br />
Establishing International Partnerships<br />
and Cooperation<br />
The progress of TNB’s investment through the<br />
consortium undertaken by Saudi-Malaysia Water And<br />
Electricity Company Limited (SAMAWEC) in Shuaibah<br />
III Independent Water and Power Project (IWPP) in<br />
Saudi Arabia is progressing as scheduled. As of August<br />
2007 the overall construction progress of Shuaibah III<br />
has reached 68.9 per cent. The USD2.5 billion project<br />
is scheduled to commence Commercial Operations in<br />
July 2009.<br />
Following the success of Shuaibah III, the Government<br />
of Saudi Arabia has requested SAMAWEC to<br />
undertake a special project to expand the Shuaibah<br />
III IWPP’s desalination plant by 150,000 m 3 /day over<br />
the planned capacity of 880,000 m 3 /day. The USD232<br />
million Expansion Project, utilising Reverse Osmosis<br />
desalination technology is located at a site adjacent to<br />
the main project. The Project is expected to commence<br />
Commercial Operation on 28 February 2009.<br />
Other opportunities are continuously being explored<br />
by the Business Development team which could<br />
potentially lead to partnerships and cooperation with<br />
international counterparts in the utility services around<br />
the region. In building relationship with other utilities,<br />
TNB plans to sign an MOU with the Korea Electric<br />
Power Corporation, KEPCO. This MOU will encompass<br />
technical cooperation activities in identified areas,<br />
including the exchanging of information and personnel<br />
on the subject matters mutually agreed by both<br />
Parties. The year saw the completion of cooperation<br />
activities with Vietnam, Yemen and Mongolia whilst<br />
there is an on-going technical services arrangement<br />
with Yemen. The inter-connection project across the<br />
Straits of Malacca reached another milestone with the<br />
completion of the joint commercial feasibility study by<br />
TNB and its Indonesian counterpart in January 2007,<br />
covering legal, financial and tax perspectives. The final<br />
report was presented to the Joint Steering Committee<br />
(JSC) comprising representatives from both utilities as<br />
an input to the realisation of the ASEAN Power Grid.<br />
The Division continues its role as TNB’s secretariat<br />
for ASEAN and HAPUA activities. The year’s activities<br />
include the participation of TNB in the HAPUA Working<br />
Committee meeting in Feb 2007 and Council Meeting<br />
in June 2007 in Yangon Myanmar. The meetings<br />
deliberated on the next course of action by HAPUA<br />
upon the signing of the MOU on the ASEAN Power<br />
Grid by the respective ASEAN Governments and the<br />
activities of the eight HAPUA working groups. The key<br />
milestone of HAPUA/ASEAN activity this year was the<br />
signing of the Memorandum of Understanding (MOU)<br />
for the ASEAN Power Grid MOU in August 2007.<br />
Formation of TNB Economic Council<br />
The first inaugural meeting of the TNB Economic<br />
Council (TNB-ECouncil) was initiated in January 2007,<br />
followed by the second meeting held in July 2007. The<br />
main objective of the council is to assess and formulate<br />
a view on Malaysia’s economic growth and to assist<br />
in preparing the electricity demand forecasts. The<br />
meetings have generated constructive deliberations on<br />
matters relating to the economic direction/growth of<br />
the industry as well as structural changes to facilitate<br />
internal planning activities within TNB especially on<br />
the electricity demand forecast and capacity planning.<br />
Following the formation of the TNB-ECouncil, the<br />
Division has been entrusted with the responsibility<br />
to maintain a Long-Term Economic Model for input<br />
to TNB’s internal planning requirements. A shortterm<br />
Quarterly Sectoral Model is also currently being<br />
developed together with Rating Agency of Malaysia<br />
Consultancy Services to further assist TNB in its shortterm<br />
planning activities.<br />
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Finance Division<br />
Implementation of Divisional Accounting<br />
In an effort to enhance performance measurement, TNB has implemented Divisional Accounting by<br />
creating separate financial statements for the core businesses namely (Generation (G), Transmission<br />
(T) and Distribution Business (D) as well as for each power station and Distribution state levels. Their<br />
Divisional Accounts serves as a platform for an objective and transparent performance measurement<br />
of each Division. The framework will ensure that all financial statement items are allocated in a<br />
consistent and equitable basis to the respective divisions, power stations and state levels and also<br />
to identify enhancements where applicable. The Divisional Accounting framework will enable TNB<br />
to benchmark with Independent Power Producers in terms of cost of production amongst its power<br />
plants.<br />
Investment Evaluation Framework for Capital Budgeting<br />
In the continuous efforts to improve the alignment between the Group’s business and policy objectives,<br />
the Finance Division has developed an investment evaluation framework for capital budgeting. This<br />
is expected to facilitate the creation of a more structured and disciplined process for approving<br />
and managing TNB’s annual capital expenditure with the aim of improving the return on capital<br />
investments. The framework would further enhance TNB’s capital efficiency programme in line with<br />
the objectives of the GLC Purple Book.<br />
The evaluation framework which will be implemented in 2008, will ensure that consistent cost benefit<br />
analyses are carried out in assessing the viability of electricity supply projects. This is also to meet TNB’s<br />
investment objectives as follows;<br />
• Minimising the risk of stranded assets and poor return on investment;<br />
• Ensuring that investment proposals or projects have gone through a rigorous process of<br />
assessment and evaluation;<br />
• Ensuring a consistent financial approach or indicators are used by planners in planning for<br />
capital expenditure projects; and<br />
• Ensuring a fair return on investment for capital expenditure projects where appropriate.<br />
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Finance Division<br />
Improved Financial Governance<br />
The Policy Manual for the Limits of Authority (LOA) was officially rolled out on 1 January<br />
2007 as part of management’s effort to enhance the effectiveness of the Company’s existing<br />
internal control system. The implementation and enforcement of the LOA ensures an improved<br />
management accountability structure through the assignment of a clear, practicable and<br />
uniform set of both monetary and non-monetary limits in support of the management role<br />
and decision making function. Since then, the LOA has also been introduced to the respective<br />
subsidiaries within the Group. Designed to be a user friendly internal control instrument, the<br />
continuous updating of the LOA will ensure its relevancy and effectiveness in line with the<br />
dynamic requirements of the business.<br />
Investor Relations<br />
Being one of the largest companies (in terms of market capitalisation) listed on Bursa Malaysia,<br />
TNB views the role of investor relations as a strategic management responsibility that combines<br />
the disciplines of finance, communication and marketing to manage the content and flow of<br />
information to financial markets, investors, brokerage firms and other constituencies so as to<br />
provide an accurate portrayal of the Group’s performance and prospects. An equal level of<br />
importance is placed on the need for investor relations to channel the views of the investment<br />
community back to Management and the Board of Directors.<br />
During the year under review, TNB participated in several utility conferences arranged by leading<br />
investment banks, as this provides the platform to meet with fund managers and investors, both<br />
existing and potential, to provide them with an update on the Company’s performance and to<br />
address any issues and concerns they may have regarding the Company. In November 2006, TNB<br />
participated in a non-deal roadshow covering parts of Europe and the United Kingdom to meet<br />
investors and fund managers, whilst on the domestic front, Management went on a domestic<br />
roadshow to meet key local shareholders. During the Financial Year under review TNB met a<br />
total of 200 fund managers and investors during the conferences and roadshows.<br />
The response from the financial community and media to attend TNB’s quarterly financial results<br />
announcement has always been encouraging. These are attended by the research analysts<br />
covering TNB, the credit rating agencies and media reporters, whilst fund managers are invited<br />
to be teleconferenced in for the sessions. On average, a total of 85 research analysts, fund<br />
managers and media attend or conference in for these quarterly presentations.<br />
In FY2007, TNB had 68 meetings with equity research analysts, fund managers and investors<br />
who had requested for meeting officials apart from those investors at conferences, roadshows<br />
and quarterly financial results presentations.<br />
On 21 June 2007, Bursa Malaysia launched the establishment of the Malaysian Investor Relations<br />
Association (“MIRA”), with the key objective to spearhead the development and raise the<br />
standard and level of IR in practice in Malaysia and assist listed companies in initiating and<br />
implementing their IR programs. Following the launch, TNB accepted the invitation by Bursa<br />
Malaysia to be an inaugural member as well as to nominate a representative on the Board of<br />
Directors of MIRA.<br />
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Finance Division<br />
Improving Human Capital Development<br />
During the year under review, TNB has been accredited as a training organisation by several<br />
professional accounting bodies. In November 2006, TNB received authorisation from the<br />
Institute of Chartered Accountants of England and Wales (ICAEW) to be the Authorised Training<br />
Provider. TNB is also recently certified under the Association of Certified Chartered Accountants<br />
(ACCA) Approved Training Scheme. In June 2007, TNB held a Professional Bodies (accountancy)<br />
Open Day for TNB accountants which involved all the accounting professional bodies present<br />
in Malaysia.<br />
Moving Forward<br />
The Finance Division has achieved much in the last few years, particularly in terms of its<br />
primary responsibility to improve cashflow management and effective debt liability and capital<br />
management. Underpinning these achievements is the desire for continuous improvement and<br />
a commitment towards achieving “Service Excellence”.<br />
For Financial Year ending 31 August 2008, we will continue to exploit synergies within the Group<br />
and strive to create greater shareholder value through financial and operational efficiencies.<br />
The value creation drive is entrenched within the Division and more efforts have been devoted<br />
to improving staff communications and nurturing a culture of continuous improvement. Key<br />
initiatives for FY2008 include the followings:-<br />
• Strengthening the Business Development Unit of the Division and aggressively<br />
identifying, exploring and supporting new business opportunities.<br />
• Achieving Balance Sheet efficiency through effective working capital management and<br />
the improvement of the payment process and procedures.<br />
• Developing in-house capability in the management of coal supply, in light of the<br />
significant increase in the utilisation of coal as fuel for power generation. The study<br />
will, amongst others look into the coal supply and demand dynamics, issues with<br />
respect to coal logistics and, factors affecting coal and coal freight prices.<br />
• TNB is also striving towards transforming itself into a Gulf Cooperation Council (GCC)<br />
Syariah compliant company, to support the Malaysian Government’s aspiration to be<br />
an Islamic financing hub outside the Middle East. One of the initiatives to achieve such<br />
objective is to source new funds using Middle East Syariah compliant structures.<br />
• Implementation of the Investment Evaluation Framework for Budget Planning to<br />
ensure an efficient and effective review that supports the budgeting process and<br />
ensures the regular monitoring and management of the Group’s investments.<br />
• Providing a supporting role in the various issues and challenges related to the current<br />
review of the electricity tariff-setting mechanism and pricing studies.<br />
• The continuous review of the Group’s Financial Policies and Procedures, with particular<br />
regard to improving workflow and processes and moving towards a “paperless”<br />
environment.<br />
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Operations<br />
Review<br />
Investment<br />
Management<br />
“<br />
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Dato’ Nik Ibrahim bin<br />
Nik Mohamed<br />
Vice President<br />
These initiatives taken have shown positive<br />
overall financial performance. For FY2007,<br />
ROI was higher at 79.2 per cent against<br />
more than 60 per cent targeted; EVA was<br />
higher at RM420.33 million against more<br />
than RM250 million targeted; stranded cost<br />
lower at RM23.7 milion against less than<br />
RM40 million targeted.<br />
“
Investment Management Division<br />
Highlights of Achievements:<br />
• Price-benchmarking report prepared to ensure all<br />
investments are providing products and services with<br />
good value-for-money to TNB<br />
• Positive overall financial performance, such as Return<br />
on Investment (ROI) and Economic Value Added (EVA)<br />
• Costing and price benchmarking exercise for<br />
products/services<br />
Operational Summary<br />
The main focus of the Investment Management Division (IMD) is to ensure that all investments<br />
bring positive value to TNB. All TNB investments whether in the form of subsidiaries, associates<br />
or other long-term investments, are closely monitored. The investment equity value under<br />
its purview is worth RM577.17 million for 17 active operating companies. The Division also<br />
monitors other subsidiaries which are dormant, inactive and facing litigation proceedings.<br />
IMD’s main responsibilities include monitoring and supervision of Malaysia Transformer<br />
Manufacturing Sdn Bhd, <strong>Tenaga</strong> Cable Industries Sdn Bhd and <strong>Tenaga</strong> Switchgear Sdn Bhd that<br />
operate in the manufacturing sector; Liberty Power Limited in Pakistan which is involved in<br />
the electricity generation business; Fibrecomm Network (M) Sdn Bhd in the communication<br />
and IT related business; University <strong>Tenaga</strong> <strong>Nasional</strong> (UNITEN) in education and knowledge<br />
development; TNB Engineering Corporation Sdn. Bhd. in district cooling, engineering advisory<br />
and consultancy services and related functions; and TNB Fuel Services Sdn Bhd in the supply of<br />
fuel and coal for the power generation sector.<br />
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Investment Management Division<br />
In monitoring the business performance of the investments which include the financial and<br />
operating performance, the Division has taken up various initiatives to reduce subsidiaries’<br />
issues, giving emphasis on the financial health. Tools and systems have also been developed for<br />
evaluation and monitoring of all investments. Strategic plans for identified investments have<br />
been developed and implemented.<br />
These initiatives taken have shown positive overall financial performance. For FY2007, ROI was<br />
higher at 79.2 per cent against more than 60 per cent targeted; EVA was higher at RM420.33<br />
million against more than RM250 million targeted; stranded cost lower at RM23.7 milion against<br />
less than RM40 million targeted.<br />
The Division consistently monitors subsidiaries, contract compliance to ensure subsidiaries<br />
comply with their contract agreements. These impacted many areas within the organisation<br />
and can significantly influence inventory, operations, customer satisfaction, reduced costs and<br />
wastage, project management and corporate image.<br />
In its effort to improve the performance of the investments, IMD has also prepared a pricebenchmarking<br />
report to ensure that the investments are providing good value-for-money<br />
products and services to TNB.<br />
IMD participated in the AKP and implemented the PSI, 5S, IMD Best Employee Award, and<br />
Work Improvement Team (WIT) framework as approaches to bring efficiency improvement to<br />
the Division.<br />
For continuous improvement in process standardisation and to promote transparency, IMD<br />
adopted MS ISO 9001:2000 and acquired certification under Corporate TNB in January 2006.<br />
Subsidiaries under the purview of IMD also have gone through the same exercise for their own<br />
individual certification, namely TNB Engineering Corporation Sdn Bhd, Bangsar Energy System<br />
Sdn Bhd, TNB Properties Sdn Bhd, UNITEN, <strong>Tenaga</strong> Switchgear Sdn Bhd and TNB Fuel Sdn Bhd.<br />
Key initiatives implemented by IMD towards becoming customer oriented and to resolve<br />
feedbacks promptly and effectively, are done through Customer Satisfaction Index (CSI)<br />
surveys used to provide a consistent framework and platform for ongoing improvement and<br />
measurement; Suggestion Box for customers to give their feedback to help improve IMD services<br />
further; Subsidiaries Performance Review, conducted with subsidiaries and with the President/<br />
Chief Executive to promote direct communication.<br />
From the CSI survey carried out, about 68 per cent of the respondents are satisfied with the<br />
services provided, an improvement of 1.1 per cent from previous surveys.<br />
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Operations<br />
Review<br />
Razali bin Awang<br />
Chief Information Officer<br />
ICT Division<br />
“<br />
ICT Division continues to subscribe to three<br />
main objectives towards supporting TNB’s<br />
overall Vision and Mission, i.e. effectively<br />
govern and consolidate the use of ICT in TNB,<br />
E-enabling critical TNB processes to drive<br />
corporate efficiencies higher and providing<br />
the digital infrastructure to enable intelligent<br />
power delivery system.<br />
“<br />
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ICT Division<br />
Highlights of Achievements:<br />
• Implementation of Mobile Field Force Automation (MFFA)<br />
Phase One to improve communication and breakdown<br />
response time between TNB’s Call Management Centre<br />
and its field crew<br />
• E-Application for housing developers to apply for new<br />
electric supply via online<br />
• Enhancement of the PRIME system to better manage<br />
TNB’s major customers<br />
• Implementation of Electronic Document Management<br />
System (EDMS) and Properties Information System to<br />
improve internal processes<br />
• Enhancement of TNB telecommunication network to<br />
increase network availability for TNB operations and<br />
administration<br />
In this Financial Year, ICT Division has completed a number of major ICT projects to help<br />
spearhead TNB towards excellence in the areas of customer services and internal operations<br />
and administration.<br />
During the year under review, ICT Division was selected as recipient of “Anugerah Khas Jabatan<br />
yang Menggunakan Sistem SEMS” during the Kecemerlangan Keselamatan dan Kesihatan<br />
Pekerjaan TNB 2006 held in May 2007. In July 2007, the Division received another recognition<br />
of two SEMS stars in its first year of SEMS implementation.<br />
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ICT Division<br />
Operational Summary<br />
ICT Division has been entrusted to effectively govern and consolidate the use of ICT in TNB.<br />
To date, this has been realised through the enforcement of ICT policies, codes of practice and<br />
guidelines endorsed by TNB Management.<br />
The Division’s core operational focus is to ensure TNB’s telecommunication network and IT<br />
system’s are always available. This is a prerequisite to indirectly assist TNB’s core operations in<br />
providing a secure, reliable and continous electricity supply to the customers.<br />
Besides this, the Division has also been entrusted to put in place security features to assure TNB<br />
stakeholders and customers that data integrity is not compromised. It is with this in mind that<br />
ICT has prepared a security framework and implemented security upgrades at critical areas.<br />
The Division is in the midst of upgrading and expanding its data centre to host critical TNB ICT<br />
services.<br />
Our network infrastructure serves both corporate and operational needs of TNB’s businesses.<br />
ICT Division provides peripheral support service that covers both ends of the spectrum, from the<br />
simplest user personal computers to the most state-of-the-art, high-end servers. The Division<br />
also offers consultation and project management services to TNB divisions and subsidiaries.<br />
ICT Division has implemented the Mobile Field Force Automation Project in Selangor and Kuala<br />
Lumpur that provides an integrated communication platform between TNB’s Call Management<br />
Centre, Supply Recovery Centre , the Distribution Network Information Management (DNIM)<br />
System and field workers which comprise of Maintenance and Repair Teams and Fault Finder<br />
Teams. This communication platform utilises mobile devices to enable supervisors to effectively<br />
determine crew location and enable efficient dispatching of teams. This has directly improved<br />
TNB’s response time to breakdown calls, thereby reducing interruption time.<br />
The Division is also expanding the scope of this project to include other Distribution teams<br />
located in Peninsular Malaysia such as Johor and Pulau Pinang. ICT Division also intends to roll<br />
out this project to the Transmission Division in the near future.<br />
ICT Division also provided its expertise in the successful roll out of the Distribution Network<br />
Information Management (DNIM) System in Shah Alam, which involves mapping of all TNB’s<br />
Distribution Infrastructure on a single platform. This project is expected to improve Distribution’s<br />
capability in network planning and outage restoration.<br />
The Division has also upgraded its telecommunication network and commissioned TNB’s<br />
telecommunication Customer Premises Equipment at critical sites to provide the much needed<br />
bandwidth to transmit data for DNIM, video and desktop conferencing and operational<br />
transactions.<br />
ICT recently embarked on a realignment of business operations to provide efficient and effective<br />
end-to-end ICT products and services. This is in line with TNB’s Service Excellence initiative.<br />
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ICT Division<br />
Internal Process Standardisation<br />
and Improvement<br />
ICT Division heavily utilises the Process Standardisation and Improvement (PSI) platform to<br />
improve its internal services. At the same time, this platform has enabled the Division to study<br />
and propose improvement systems in line with its main objective of E-enabling critical TNB<br />
processes to drive corporate efficiencies higher.<br />
In this Financial Year itself, ICT Division consolidated and simplified a number of processes to<br />
enhance its internal effectiveness. This initiative has seen the Division’s number of processes<br />
reduced from 38 to 23 process control documents. This was successfully conducted through<br />
work improvement and Cross Functional Teams throughout the Division. Besides using Online<br />
PSI System, ICT Division also administers the PSI.<br />
Quality Management and Initiatives<br />
ICT Division has also embarked on several other quality initiatives such as:<br />
• Developed improvements in the Enterprise Resource Planning System;<br />
• Established Work Improvement Teams (WIT);<br />
• Implemented 5S programme;<br />
• Conducted the Safety and Environment Management System (SEMS) baseline audit.<br />
In FY2006, ICT Division has introduced the WIT and 5S practice among the staff. The objectives<br />
are to inculcate teamwork, continual improvement and safety culture at workplace.<br />
Four WITs have been set up. A total of 49 ICT Division staff took part in proposing ways to<br />
improve their day-to-day work. Several proposals were approved and have been implemented<br />
in the Division.<br />
In line with TNB’s call for increasing safety awareness amongst staff, ICT Division has undertaken<br />
the SEMS baseline audit initiative to determine the safety level of all operational units in the<br />
four regions of Peninsular Malaysia. Overall, ICT Division received two SEMS stars in July 2007.<br />
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ICT Division<br />
The Way Forward<br />
ICT Division faces a challenging year ahead to meet the ever increasing business demands of<br />
TNB. The Division will be implementing a total of 29 plans and initiatives; 19 of which to cater<br />
for system expansion and 10 productivity improvement systems for TNB Group.<br />
The 19 upgrading plans include security improvement initiatives, storage virtualisation,<br />
enhancement of TNB’s digital transmission and protection network, provision of network<br />
connectivity for TNB’s Integrated Security Management System and upgrading its Data Centre.<br />
The 10 productivity improvement systems include the implementation of the Mobile Field<br />
Force Automation for other locations in Peninsular Malaysia, Radio Frequency Identification for<br />
warehouse and implementation of an Integrated Fleet Management System.<br />
ICT Division has adopted ITIL, the globally accepted best practice framework in IT Service<br />
Management towards improving its service delivery. Phase One of Customer Management<br />
System (CMS) is implemented in line with ITIL. ICT Division is also in the midst of a collaboration<br />
with UNITEN in drafting a comprehensive best practices adoption roadmap for ICT Division.<br />
With the objective of enhancing staff competency and engagement, ICT has conducted<br />
knowledge sharing sessions to impart knowledge to all levels of staff, developed a comprehensive<br />
TNI/TNA report to develop executives according to job requirements and established succession<br />
plan for critical posts in ICT.<br />
ICT Division has adopted<br />
ITIL, the globally accepted<br />
best practice framework in IT<br />
Service Management towards<br />
improving its service delivery<br />
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Operations<br />
Review<br />
Dato’ Kamaruzzaman bin Jusoh<br />
Vice President<br />
Group Human<br />
Resource<br />
“<br />
The Code of Ethics & Whistle Blowing<br />
procedure were launched to uphold<br />
and further strengthen the Company’s<br />
integrity and reputation.<br />
“<br />
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Group Human Resource<br />
Highlights of Achievements:<br />
• Succession Management - Current Talent Pool size stands<br />
at 188. An additional 103 executives were evaluated for<br />
consideration to be included into the Talent Pool.<br />
• Specialist Career Path - One technical expert was promoted<br />
to the rank of Specialist whilst 16 new Technical Experts were<br />
appointed. Currently in total there are two Specialists and 21<br />
Technical Experts.<br />
• The Policy for managing Low Performers which was launched<br />
in May 2007 provides the guidelines and comprehensive<br />
programmes for staff deemed as ‘low performers’ to increase<br />
their productivity towards achieving their target set.<br />
• Institut Latihan TNB - ILSAS was awarded the Human<br />
Resource Ministry Award 2007 (Training Provider Category)<br />
Operational Summary<br />
An external consultant was engaged to conduct a study on Employee Engagement. The level<br />
of engagement attained was 83 per cent fairly close to the 87 per cent for The Best Employer<br />
in Asia.<br />
The succession management initiative in 2007 reviewed the talents assessed in 2006. One<br />
hundred and eighty-eight talents from 227 have now been formally included in the talent<br />
pool. The management team had also outlined the career plan for top talents during the<br />
management break out session. In talent development effort, five Progem (Programme for<br />
General Managers) involving 166 talents had been conducted in this Financial Year. Cross<br />
functional team projects has been assigned to all Progem participants. Concurrently, new<br />
talents, totalling 103 executives, have been identified and assessed in August 2007. The new<br />
group of talents has a higher percentage of executives in the lower/middle management group.<br />
To date, almost 10 per cent of the executive population had been assessed for their potential.<br />
The Succession Management activities will prepare talents for Key Leadership Positions (KLP).<br />
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Group Human Resource<br />
In building the human resource capacity and retaining<br />
technical expertise, one Technical Expert was promoted<br />
as Specialist and 16 were appointed as Technical<br />
Experts in the Specialist Career Path (SCP) scheme for<br />
the Financial Year, bringing to date two Specialists and<br />
21 Technical Experts to be in the SCP.<br />
A similar scheme, known as the Specialised Technician<br />
Career Path, was introduced for the non-executives<br />
with creation of thirty-eight Specialised Technician<br />
positions.<br />
A new policy on managing low performers had been<br />
established to provide a platform for line management<br />
to manage the low-performers. At the same time nonperformers<br />
were provided an opportunity for selfimprovement<br />
through a programme called Performance<br />
Improvement Programme with a maximum period of<br />
six months for executives and nine months for nonexecutives.<br />
This past year has seen the Counseling Services Unit<br />
actively giving talks to educate and create awareness<br />
towards improving the mental and emotional well-being<br />
of TNB employees. The unit is also currently embarking<br />
on recruiting and training more “Pembimbing Rakan<br />
Sekerja TNB” throughout Peninsular Malaysia with<br />
expectations to provide employee with a more positive<br />
and harmonious working environment for a greater<br />
work-life balance.<br />
The Company continues its efforts to contain medical<br />
cost throughout the year 2007. Preventive programmes<br />
were initiated by implementing Wellness Programmes<br />
in all divisions. The programmes give high emphasis on<br />
early detection of common diseases. Health awareness<br />
talks were also given. More audits were conducted on<br />
panel clinics throughout the year.<br />
System Improvement<br />
In Phase 3 of the Competency Based Performance<br />
Management System (CbPMS), further enhancement<br />
to the Employee Performance Appraisal process was<br />
made in an effort to improve efficiency and reduce<br />
time as well as to create a more transparent process.<br />
The Appeal and Employee Development Plan module<br />
(EDF) can be done online starting this financial year. The<br />
online Appeal would enable employees to register their<br />
appeal, in which the management is able to identify the<br />
number of appeals made during the appeal period and<br />
understand which element of the ratings or results is<br />
being appealed by employees. While EDF online would<br />
allow the training unit to plan and carry out training<br />
programmes, particularly in new skills as identified by<br />
employees, this enables the staffing department to<br />
plan future emplacement of executives.<br />
Customer Service<br />
The HR Division engaged UNITEN to conduct<br />
a Customer Satisfaction Survey (CSS) to garner<br />
information pertaining to the services being provided.<br />
With this information, corrective action is taken to<br />
further improve services given. The level of satisfaction<br />
attained this year was 68.6 per cent compared to 67.9<br />
per cent in 2006 and 66.8 in 2005.<br />
The Customer Complaint Procedure for the Human<br />
Resource Division was certified MS ISO 9001:2000. The<br />
certification would enable appropriate action to be<br />
taken based on feedbacks from HR customers/clients.<br />
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Group Human Resource<br />
Training and Development<br />
The TNB Training Institute - ILSAS has close partnerships with leading local and international<br />
training providers such as Turbo Welding Institute (TWI), Institut Kemahiran Belia Negara (IKBN),<br />
Energy Commission, Institute of Engineers Malaysia (IEM) and Universiti Kebangsaan Malaysia.<br />
In an effort to increase competency levels, a total of 102 Development and 1227 Mandatory Training<br />
Programmes were organised for Executives and Non-Executives respectively. Institut Latihan TNB-<br />
ILSAS have hosted several state-of-the-art training workshops and technical lab sessions to allow<br />
the trainees to get practical experience so that they may apply what they have learnt in class, at<br />
work.<br />
Heavy Mechanical Workshop<br />
300MW Simulator<br />
Overhead Lines Workshop<br />
Electrical Wiring Workshops<br />
Protection Workshop<br />
Basic Mechanical Workshop<br />
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Operations<br />
Review<br />
Dato’ Hajah Che Zurina binti Zainul Abidin<br />
Vice President<br />
Corporate<br />
Services<br />
“<br />
The Corporate Services Division provides<br />
support services to TNB Group in areas it<br />
specialises in i.e. procurement, property,<br />
legal, logistics, research, security and<br />
intelligence services.<br />
“<br />
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Corporate Services<br />
Highlights of Achievements:<br />
• Completion of Integrity and Ethics Awareness Programme for<br />
Generation and Support services<br />
• Successful implementation of first year Procurement<br />
Transformation Plan<br />
• Implementation of various Customer Relationship Management activities,<br />
resulting in improved CSI rating in PSD<br />
• Implementation of Integrated Fleet Management by Logistics Department<br />
Procurement<br />
The Procurement Department is responsible for<br />
formulating the Company’s procurement policy,<br />
providing advisory services, enforcing compliance<br />
and driving procurement-related activities in line<br />
with corporate strategic directions. The Department<br />
is also responsible for promoting and implementing<br />
the National Procurement Policy, in particular the<br />
Entrepreneur Development Programme that supports<br />
the National Economic Policy.<br />
FY2007 is the first year of implementation of the<br />
procurement transformation programme. Hence the<br />
focus of the department is to continue all initiatives<br />
that drive and add value to the Company. Five key focus<br />
areas are the promotion of the use of local content<br />
and ensuring Bumiputera equity shares, realising value<br />
creation, enhancing procurement process transparency,<br />
integrity and effectiveness, enhancing supplier<br />
management and strengthening our procurement<br />
organisation by transforming it into a more strategic<br />
function.<br />
A trade mission to the Middle East, “The Asian Showcase<br />
and Exhibition” in Doha, Qatar was organised in order<br />
to build the Company’s brand at international level<br />
and to support entrepreneur development under the<br />
Entrepreneur Development Programme. The trade was<br />
held from January 12 – 19, 2007 at the Sheraton Doha<br />
Convention Centre.<br />
During the year under review, the Department<br />
had aggressively conducted various procurement<br />
dissemination sessions throughout the Company. The<br />
department had also introduced “Info Perolehan” in<br />
the TNB webpage as a channel for customer information<br />
and developed a customer complaint management<br />
platform and began to produce bulletins.<br />
In response to the Company’s strategic plan to achieve<br />
“Service Excellence” by 2010, the Department will<br />
continue to drive the Company’s procurement initiatives<br />
through its Transformation Plan which includes short<br />
and long-term initiatives.<br />
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Corporate Services<br />
Legal Services<br />
The Legal Services Department (LSD) aims to be the central provider of quality legal services<br />
within TNB and amongst its subsidiaries with the goal of supporting TNB’s core business, noncore<br />
business and management services. The Department is divided into three units, namely<br />
Corporate Advisory, Regulatory and Legal Documentation and Litigation.<br />
During the year under review, the first and second phase of the Litigation and Corporate Advisory<br />
Modules were successfully implemented. Under the litigation module, the system allows for<br />
tracking and managing reports of litigation matters effectively. Judgement and legal opinions<br />
prepared by the Legal Department and panel lawyers are constantly uploaded for future<br />
references. Similarly, the Corporate Advisory, Regulatory and Legal Documentation module also<br />
provides an avenue for executives to track and better manage opinions and agreements.<br />
For FY2007, several roadshows were carried out as a continuance of the awareness programme.<br />
They were held in several states by the Regulatory and Legal Documentation Unit to executives<br />
and non executives of the Distribution Division regarding the legal issues on land matters,<br />
trespassing and acquisition of land for TNB installations, rechargeable job order, housing loan<br />
for TNB’s staff and supply matters.<br />
During the year under review, a legal forum was held on commercial contracts, legal perpectives<br />
organised by the Corporate Advisory Unit. A total of 80 participants attended the forum<br />
from the various divisions within TNB. The Department had also participated in the PSI<br />
Programmes supporting TNB for MS ISO 9001:2000 certification in 2006. Focus on human<br />
resource development saw comprehensive training programmes for all legal executives. Legal<br />
Services also contributes articles for the Company’s inhouse bulletin i.e. “<strong>Tenaga</strong>wan” and also<br />
produces its own Legal Services Department Bulletin.<br />
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Corporate Services<br />
Property Services<br />
The Property Services Department (PSD) provides property support services to the core business<br />
of TNB, in the form of property planning and development, land procurement, project<br />
management, property management and property maintenance.<br />
Some of the major achievements recorded during the year are:-<br />
• Customer Satisfaction Index rating further improved from 69 per cent in FY2006 to 76<br />
per cent in 2007 due to continuous effort to improve services.<br />
• Continuation of Service Level Agreement (SLA) with other divisions for better customer<br />
services and better understanding of work scope and roles and responsibilities. This<br />
leads to better work efficiency.<br />
Other initiatives implemented were:<br />
1. Full implementation of 5S initiatives throughout the department and coming out first in<br />
the division during audit.<br />
2. Successful roll out of Phase 1 and Phase 2 of the Property Information System.<br />
3. Various quick win initiatives implemented for better efficiency and services such as<br />
confirmation of ownership of land through official search for registered lease and land<br />
vesting application. These quick win initiatives are for completion in 30, 60 and 90 days.<br />
4. Electronic Document Management System (EDMS) which is currently still under discussion<br />
with ICT Division.<br />
5. Use of data for better management and efficiency such as quit rent and assessment, TNB<br />
office buildings throughout the country, rented office space in Klang Valley, property<br />
projects and holiday bungalows throughout the country.<br />
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Corporate Services<br />
Logistics Services<br />
The Logistics Services Department (LSD) consists of<br />
three operational units, namely Freight Management,<br />
Fleet Management and Generator Set Services. LSD<br />
aims to become the most cost-effective one-stop<br />
logistics centre and the most improved service provider<br />
targeting 800 AKP points by 2010. The department aims<br />
to provide cost-effective logistics services to customers<br />
and providing new value added services by the Group.<br />
LSD’s objective is to manage total logistics requirements<br />
in order to meet customer expectation.<br />
LSD provided cost-efficient and effective logistics<br />
services with high customer satisfaction comprising<br />
freight, fleet and generator set services to support<br />
TNB’s core business. Major jobs handled during the year<br />
under review include vehicle repair and maintenance,<br />
vehicles sent for PUSPAKOM inspection, supply<br />
of generator sets, freight shipments and customs<br />
clearance, transportation of general cargo and heavy<br />
lift.<br />
Among the highlights and achievement for FY2007<br />
are:<br />
1. Integrated Fleet Management (IFM) e.g.<br />
appointment of panel workshops, establishment<br />
of schedule rate, savings from implementation<br />
of IFM, centralised vehicle resale and disposal.<br />
2. Taking over all generator sets from Distribution<br />
Division.<br />
3. New generator sets operating bases set up in<br />
Chain Ferry, Penang.<br />
4. More than 50 per cent engine driver certified.<br />
5. Expansion of feeder pillar repair – increase of<br />
requests by Distribution Division.<br />
Security and Intelligence Services<br />
Security and Intelligence Services (SSID) is one of the<br />
important support services provided for the Company.<br />
The Department’s functions cover Operations, Planning<br />
and Crisis Management, including Investigation and<br />
Intelligence. Services provided are to safeguard TNB’s<br />
key installations from damage, vandalism and theft.<br />
Security forces are stationed at various critical locations<br />
such as power stations, substations and regional<br />
warehouses and offices throughout Peninsular<br />
Malaysia. As an auxilliary police force, close links<br />
are being maintained with the nation’s police force,<br />
which enables the latter to respond swiftly during<br />
emergencies.<br />
Some of the major achievements during FY2007 were:<br />
• TNB Fraud Policy Statement was approved for<br />
implementation.<br />
• A joint council meeting between TNB/GLCs<br />
and Second-hand Dealer Association Malaysia<br />
was held to discuss issues relating to thefts at<br />
TNB installation and to procure cooperation<br />
from the above association in overcoming the<br />
problem.<br />
• Formation of task force for GLCs where SSID<br />
is the chairman. The purpose behind the<br />
formation of this task force is mainly to get<br />
cooperation and understanding between the<br />
various GLC companies on security issues.<br />
• Arrest of 117 persons from September 06 to<br />
August 07 through cooperation with various<br />
Government Agencies in cases involving<br />
trespassing, thefts and other crimes related to<br />
TNB.<br />
6. Expansion of hydraulic repair to southern area.<br />
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Corporate Services<br />
TNB Research<br />
As an approved Research and Development (R&D) company and the research arm of TNB, TNBR’s main role is<br />
to enhance the core businesses of TNB through its Research and Development, Consultancy Services, Laboratory<br />
Testing and Quality Assurance units. TNBR aims to be the point of reference for new technological developments in<br />
the electricity industry by leveraging on its technical consultancy and advisory strengths.<br />
Research and development findings are widely applied to improve efficiency, availability and reliability of our<br />
electricity supply network. Through its pilot projects, TNBR is able to demonstrate the best approach in applying<br />
new technologies and processes and to guide its customers, both internally and externally, to make critical decisions<br />
on technical specifications and standard operating procedures.<br />
A total of 26 research and development projects worth RM30.5 million were completed for TNB’s core business<br />
and support divisions including SESB. The projects addressed different areas of impact such as reliability, efficiency,<br />
environment, technological evaluation, quality assurance and cost savings. As the Quality Assurance (QA) agent for<br />
TNB, TNBR is responsible for ensuring that all equipment supplied to TNB meets necessary technical and functional<br />
standards through measures like product inspection, product certification and second-party quality systems audit.<br />
TNBR also provides consultancy services in the areas of environmental assessment and energy. The department is<br />
registered with the Department of Environment, Malaysia as an approved body to conduct Environment Impact<br />
Assessment (EIA) studies. TNBR is also engaged as a consultant in energy-related works, especially renewable energy,<br />
by the Ministry of Energy, Water and Communications, Malaysia Energy Centre and universities. Scientific services<br />
are a revenue centre and the biggest contribution comes from laboratory testing and scientific services. TNBR<br />
clients are mainly from TNB core divisions, vendors as well as industries. TNBR has secured several SLAs due to its<br />
remarkable service performance. TNBR has successfully displaced some of the technical work previously done by<br />
foreign consultants. In areas such as Material Engineering, High Voltage Diagnostics, Lightning and Hydro Plant<br />
Optimisation, TNBR has developed its intellectual capital to meet the technology and engineering challenges faced<br />
by TNB core divisions. Specialists and technical experts are placed on a separate career path to ensure they can retain<br />
their technical expertise as they climb up the corporate ladder.<br />
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Group Internal<br />
Audit<br />
“<br />
A total of 109 planned and ad-hoc<br />
assignments were completed and 45<br />
reports were issued during the year<br />
“<br />
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Group Internal Audit<br />
The Group Internal Audit (GIA) function was established<br />
by the Board and reports functionally to the Board<br />
Audit Committee (BAC) and administratively to the<br />
President/Chief Executive Officer.<br />
GIA’s mission is to provide objective and independent<br />
assurance on the system of internal controls in the<br />
Group.<br />
The main functions carried out by GIA to fulfill the<br />
mission are:<br />
• Preparing a strategic risk-based audit plan and<br />
performing planned audits to ensure adequate<br />
coverage of all auditable entities.<br />
• Reviewing the adequacy and effectiveness of<br />
risk management, compliance and governance<br />
processes established by the Group to manage<br />
its risks and operations.<br />
• Establishing the existence, effectiveness and<br />
adequacy of internal control processes designed<br />
to manage operations and safeguard the assets<br />
of the Group.<br />
The GIA function is structured into units that focus on<br />
generation, transmission, distribution, procurement,<br />
projects, group corporate services, core business support<br />
services, information and communication technology,<br />
investment management and risk management<br />
functions.<br />
As at 31 August 2007, GIA had 78 staff. A total of 109<br />
planned and ad-hoc assignments were completed and<br />
45 reports were issued during the year by both GIA and<br />
external consultants. The processes reviewed include<br />
the following:<br />
• Project procurement and implementation<br />
• Group Corporate Services covering the areas<br />
of finance, human resource, procurement,<br />
asset management, vehicle management and<br />
training school<br />
• Management Information System covering<br />
project implementation review, security and<br />
access, data integrity, SAP R/3 applications,<br />
business process controls<br />
• Operational systems of subsidiaries owned by<br />
the Group<br />
• Risk management systems and activities<br />
undertaken to manage risks<br />
During the year, the following activities were undertaken<br />
by GIA to continuously improve its performance:<br />
• Implementation of Customer Satisfaction<br />
Surveys to obtain feedback for enhancing<br />
internal audit services.<br />
• Implementation of Board Audit Committee<br />
Satisfaction Survey to seek feedback to achieve<br />
a higher level of performance.<br />
• Introduction of a Key Performance Indicator to<br />
measure customer satisfaction.<br />
• Revision of the GIA Charter to improve and<br />
align internal audit practices and processes to<br />
best practices.<br />
• Provision of in-house training courses to<br />
enhance staff competencies.<br />
• Generation plant performance, maintenance<br />
processes, fuel and resource management<br />
• Transmission asset maintenance including<br />
wayleave, engineering practices and warehouse<br />
management<br />
• Distribution revenue assurance, customer<br />
services and network services<br />
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Operations<br />
Review<br />
Sabah Electricity<br />
Sdn. Bhd.<br />
“<br />
Eight T7 programmes implemented<br />
aggressively<br />
“<br />
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Sabah Electricity Sdn. Bhd.<br />
Highlights of Achievements<br />
• Turnaround of Sabah Electricity Sdn Bhd sees sales rise to<br />
RM807 million in FY2007 compared to RM703.5 million<br />
in FY2006<br />
• Distribution SAIDI was reduced to 1,850 minutes<br />
from 2,581 minutes<br />
• System losses were improved to 11.74 per cent<br />
from 13.79 per cent<br />
Sales of electricity at Sabah Electricity Sdn Bhd (SESB) registered RM807 million in FY2007<br />
compared to RM703.5 million recorded in FY2006.<br />
During the year under review, SESB implemented the T7 programmes aggressively. There were<br />
eight T7 key initiatives that included -<br />
1. Reducing generation cost<br />
2. Ensuring State Grid Interconnection projects were completed on<br />
time and within budget (Transmission)<br />
3. Improving transmission supply reliability - West Coast Grid (WCG)<br />
4. Improving transmission Supply Reliability - East Coast Grid (ECG)<br />
5. Reducing distribution system loss<br />
6. Improving distribution supply reliability & quality<br />
7. Improving revenue collection (ACP)<br />
8. Developing staff competency<br />
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Sabah Electricity Sdn. Bhd.<br />
During the year, Generation capacity was at 791 MW with maximum demand from throughout<br />
Sabah at 605MW. Generation fuel mix at SESB as at 31 August 2007 is depicted here –<br />
Gas IPP<br />
9.80%<br />
Diesel IPP (Sutra)<br />
3.00% Biomass IPP (THS)<br />
1.50%<br />
SESB Hydro<br />
13.90%<br />
Diesel (SESB)<br />
12.80%<br />
Gas (SESB)<br />
15.10%<br />
The total cost per unit, ie CPU, for all SESB and IPP plants in FY2007 was 17.1 cent/kWh (at<br />
corrected diesel price of RM0.495/litre and MFO price of RM0.420/litre). The overall units<br />
generated and expenses incurred were 3,908 GWh and RM670 million respectively. From these<br />
total figures, minor and rural stations contributed 1.6 per cent of the total units generated and<br />
2.3 per cent from the total expenses incurred. In order to reduce the overall generation cost,<br />
the key initiative for the Generation Division is to focus on SESB major stations, all the IPP plants<br />
as well as the SESB mini hydro plants. The key steps to reducing generation cost have been to<br />
focus on the following:-<br />
(a)<br />
(b)<br />
Optimising power generation from hydro and gas plants.<br />
Completion of IPP projects on time (SPBC and Powertron)<br />
The IPP project Sepanggar Bay Power Corporation Phase 1 (66MW) was completed in November<br />
2006 while the East-West Interconnection was completed in July 2007. This allows energy from<br />
the West Coast to be exported to the East Coast, thus reducing units generated from the<br />
expensive gas turbine operations (running on diesel) at Tawau and Sandakan. The Kundasang<br />
power station was decommissioned in June 2007. On 28 July 2007, the East-West grid project<br />
was completed with the commissioning of the 275 kV lines from Kolopis substation to Segaluid<br />
substation. With the commissioning of the 246 km double circuit 275 kV lines, the state-wide<br />
Sabah Grid was formed linking the West Coast Grid (WCG) and the East Coast Grid (ECG). With<br />
this completion of the Sabah Grid, the system reliability will be improved and the production<br />
cost per unit lowered. This project is financed under the Eight Malaysian Plan.<br />
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Sabah Electricity Sdn. Bhd.<br />
SESB is also undertaking new projects, one of which is the Kota Kinabalu outer-ring connecting<br />
Northern Town to Kepayan Substation that is expected to complete by the end of 2007. Another<br />
new project is the extension of the transmission lines from Inanam substation to the Minintod<br />
substation expected to be commission by the middle of 2008.<br />
During FY2007, SESB’s Transmission Division achieved the following -<br />
Targets and Objectives<br />
Key Performance<br />
Indicators /<br />
Measures<br />
Target<br />
WCG<br />
01/9/06 to<br />
27/7/07<br />
Achievement<br />
ECG<br />
01/9/06 to<br />
27/7/07<br />
Sabah Grid<br />
28/7/07 to<br />
31/8/07<br />
Delivery Point Unreliability<br />
Index (DPUI)<br />
System minutes 46<br />
21.02 68.56 18.99<br />
System Average Interruption<br />
Frequency Index (SAIFI)<br />
Interruption<br />
/Delivery Point<br />
0.37<br />
0.347 0.642 0.176<br />
SESB also completed the timely upgrading of transformer capacity from 2 x 7.5 MVA to 2 x 30/45<br />
MVA at the Papar Substation on 4 February 2007.<br />
During the year, a state control centre in Penampang Substation – State Load Despatch Centre<br />
(SCADA/EMS Systems) was completed in February 2007 has improved supply reliability. Under<br />
the key initiative to reduce system loss, Strike Force operations have been carried out in all<br />
twenty areas to check metering installations for Ordinary Power Consumers (OPC), mainly<br />
commercial, industrial and residential. Of the 12,646 covered by the operations in FY2007,<br />
1,780 installations were found tampered. Random checking of Large Power Consumer (LPC)<br />
installations was also undertaken. With the combined measures, losses were reduced from<br />
13.79 per cent to 11.74 per cent.<br />
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Sabah Electricity Sdn. Bhd.<br />
The key initiative to improve supply reliability saw several major 33 kV projects implemented<br />
to strengthen the distribution networks. The new 33/11 kV substations have provided new<br />
injection points to strengthen 11 kV distribution network. The major projects commissioned<br />
were -<br />
Projects<br />
33/11 kV ABC System for Kalumpang – Balung – Wakuba, Tawau<br />
Completion Date<br />
19 May 2007<br />
PPU Sim Sim, Sandakan<br />
Supply Erection Testing and commissioning of new 33 kV ABC from<br />
PMU Segaliud<br />
Erection Testing and Commissioning double circuit 33 kV U/G Cable<br />
& Optical Cable from SSU Sibuga to PPU Permai, Sandakan<br />
26 July 2007<br />
12 April 2007<br />
28 July 2007<br />
The 11 kV projects such as the installation of auto-reclosers and the changing from bare to<br />
aerial cables, have also been implemented to improve supply reliability. A major maintenance<br />
exercise was carried out for all the PPUs. Distribution SAIDI was reduced from 2,581 to 1,850<br />
minutes in spite of having more scheduled shut-downs during the year for more maintenance<br />
and system upgrades.<br />
Today with a resource of 2,326 employees, SESB continues to develop its staff competency in<br />
order to enhance the productivity of the company. During FY 2007, the company conducted<br />
several workshops and training such as 5S, Management Tools, SWOT, AKP Assessor Course and<br />
many more for both the executives and non-executives. SESB also facilitated the opportunity<br />
for employees to be involved in quality improvement activities such as 5S, CFT and WIT. The<br />
company also conducted the Acid Test in June 2007 to evaluate the effectiveness of employee<br />
involvement. The AKP Score for SESB in this Financial Year is 700. The achievement in AKP will<br />
be the prime mover for SESB to move forward to achieve service excellence in the year 2012.<br />
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Other Services<br />
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Other Services<br />
Yayasan <strong>Tenaga</strong> <strong>Nasional</strong><br />
TNB executes a major part of its corporate social responsibility through a trust body, Yayasan<br />
<strong>Tenaga</strong> <strong>Nasional</strong> (YTN), mainly in education sponsorship and welfare contributions.<br />
For FY2007, YTN provided scholarships and study loans amounting to RM47.3 million to top and<br />
deserving students to pursue their tertiary education at local and world-renowned universities<br />
abroad. This is a direct contribution towards the development of professional manpower for<br />
TNB and the country. Since its inception, YTN has provided education sponsorship to more than<br />
6,300 students.<br />
YTN had also contributed RM1.36 million in FY2007 to community programmes such as the<br />
annual “Program Jejak Kegemilangan” and “Program Kem Remaja Bestari”.<br />
During “Program Jejak Kegemilangan” held this Financial Year, 142 students with good academic<br />
results from rural areas and underprivileged families from all over Malaysia were selected for a<br />
study visit to Kuala Lumpur, including University <strong>Tenaga</strong> <strong>Nasional</strong> (UNITEN). The objective is to<br />
give exposure and inspire them to continuously achieve academic excellence.<br />
“Program Kem Remaja Bestari” is essentially an educational camp programme for children of<br />
TNB employees as well as orphans. It is intended to guide and inspire participating students<br />
to perform well in public examinations such as the UPSR, PMR and SPM. About 1,550 students<br />
attended these annual camps, which were held simultaneously in four regional zones - North,<br />
South, East and Central, with the assistance of local TNB management. This programme<br />
implemented since 2001 has a yearly budget of RM500,000.<br />
To further its cause, other contributions made during the year included RM250,000 to the<br />
Ministry of Education for the setting up of Pusat Pendidikan Khas, Putrajaya for handicapped<br />
children RM250,000 to Institut Jantung Negara (IJN) Foundation to sponsor infant/young heart<br />
patients requiring surgery, RM200,000 to National Cancer Council (MAKNA) the Mobile Cancer<br />
Screening Programme (MCSP) and RM100,000 for the supply of selected electrical appliances to<br />
various orphanages with the purpose of improving their living conditions.<br />
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Other Services<br />
Corporate<br />
Communications<br />
Corporate Communications as the custodian of TNBs<br />
image, branding and relationship management plays<br />
an important support services role to the Company. The<br />
Department drives various initiative to enhance TNB as<br />
an ethical, caring and highly respected energy provider<br />
in Malaysia. It also implements various initiatives to<br />
foster a positive image among our stakeholders, in<br />
particular the Government, the media and the general<br />
public.<br />
The Department is restructured into two units, Internal<br />
and External, streamlined with the goal of delivering<br />
effective communications in the most relevant<br />
manner. Internal Communication is responsible for<br />
communications with regards to TNB’s internal publics,<br />
events and sports management services, publications<br />
and website management. External Communications<br />
deals with media relations, branding as well as<br />
Government and Community Relations.<br />
In support of the strategic initiatives undertaken<br />
by the Company such as T7 and SE 10/10, about 30<br />
internal communication roadshows were held with<br />
the objective of creating awareness and of instilling<br />
commitment to all citizens of TNB to ensure the success<br />
and achievement of these strategic plans. These efforts<br />
were undertaken as all employees plays an important<br />
role as flagbearers of the Company, hence contributing<br />
towards strengthening the corporate image of the<br />
Company in the various roles that they play.<br />
A total of 13 major corporate events such as opening<br />
ceremonies of TNB plants and premises were held during<br />
the year with the purpose of improving corporate<br />
image besides fostering relationships with the various<br />
stakeholders. The Department also organised various<br />
exhibitions which acted as a platform to improve<br />
networking and to support the business expansion<br />
strategy. Some of the exhibitions that we participated<br />
have won the Company a number of awards such as:-<br />
• Best Show Award for Best New Services at ACM<br />
Expo and Exhibition 2006 held in September<br />
2006<br />
• Best Themed Booth for The 50 th Merdeka held<br />
from 30 August to 2 September 2007 in Putra<br />
World Trade Centre, Kuala Lumpur<br />
The Corporate Communications Department also made<br />
TNB proud with some achievements that included:<br />
• NACRA Silver Award for TNB Annual Report<br />
2005 (adjucated in 2006)<br />
• Three IABC Malaysia Silver Quill Awards 2007<br />
for the TNB Annual Report 2007<br />
The Corporate Communications also oversees and<br />
implements the various processes deemed mandatory<br />
for the MS ISO 2001:9000 certification received by TNB<br />
in 2006. Beyond that it acts the corporate complaints<br />
management centre, handling issues at the corporate<br />
level.<br />
In essence, Corporate Communications continues<br />
to play an active role in supporting TNB’s strategic<br />
initiatives, adding intangibles values in terms of<br />
improved corporate image and relationship with<br />
important stakeholders.<br />
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Other Services<br />
Productivity And<br />
Quality Management<br />
The Productivity and Quality Management Department<br />
(PQM) is responsible for improving TNB’s overall<br />
productivity and quality.<br />
After five years of effort in bringing about change<br />
through it’s 32 key initiatives under the T7 strategy<br />
which ends on 31 st August, 2007 this unit is currently<br />
developing a strategy called Service Excellence 10/10 .<br />
Throughout the year there are ongoing efforts to<br />
review and improve existing processes. In addition to<br />
that PMU has embarked on steps to assist SESB in their<br />
efforts to obtain MS ISO 9000:2000 certification.<br />
The AKP initiative continues to be carried out this year.<br />
Satisfactory results where the average achievement<br />
rose from 687 points to 728 points as compared to the<br />
previous year were recorded. Apart from using the AKP<br />
initiative to improve the business units, these results<br />
were also used as a benchmark in preparation for TNBs’<br />
participation in the upcoming Prime Minister Industry<br />
Excellence Award.<br />
So far TNB still continues it’s tradition towards<br />
excellence especially through WIT activities. The<br />
following are records of some WIT’s achievement<br />
throughout FY2007:<br />
1. The “Anugerah Panca Satya” award – for the<br />
continued participation in the Indonesian Quality<br />
Convention since 2002.<br />
2. “Anugerah Prisma Kategori 1” award– Gold Medal<br />
was conferred to the WIT named P-Power of SJ<br />
Pasir Gudang, Johor at the Indonesian Quality<br />
Convention 2006 in Bali Indonesia.<br />
3. The “Johan Sektor Perkhidmatan” was conferred<br />
to a WIT named K-Power from TNBD Kuala Lipis<br />
Pahang at the National ICC Convention 2006 held<br />
at Genting Highlands from 19-21 September, 2006.<br />
4. “Johan Sektor Perkhidmatan” and “Johan<br />
Keseluruhan” was awarded to a WIT named Circle<br />
Point, a WIT from TNBD Kuantan, Pahang at the<br />
National ICC Convention 2007.<br />
5. Silver Award was awarded to K-Power, a WIT from<br />
TNBD Kuala Lipis Pahang at the International<br />
Convention of Quality Control Circles (ICQCC) 2007<br />
in Beijing on 23-26 October, 2007.<br />
Beginning this year, TNB also implemented 5S initiative<br />
which was launched throughout the organisation in<br />
June 2007.<br />
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Other Services<br />
Internal Affairs<br />
Internal Affairs at TNB has the key objective of reducing misconduct in the Company through<br />
managing, conducting and monitoring of disciplinary actions taken against employees.<br />
Reporting direct to the Board of Directors’ Disciplinary Committee, Internal Affairs is tasked<br />
with investigating, deciding prima facie, prosecution, conciliation, defending cases in industrial<br />
courts, research and development as well as educating and training TNB employees on matters<br />
of discipline.<br />
During the year under review, the Whistle Blowing Procedure was introduced. The process for<br />
“caught red-handed cases” was also introduced. As a result of the various initiatives and efforts<br />
in FY2007, disciplinary cases at prosecution level were reduced to 109 from 158, reflecting a<br />
drop by 31 per cent.<br />
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Other Services<br />
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Occupational Safety<br />
& Health Report<br />
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Occupational Safety Review & Health Report<br />
Introduction<br />
The ever-changing environment of the workplace and the diversity of tasks to be undertaken<br />
especially during breakdowns and emergency situations, pose a great challenge to the Company<br />
and its personnels to ensure immediate restoration of electrical supply while making sure that<br />
safety issues are at the same time prioritised. Hence, as a saying goes, “No job so important, no<br />
task so urgent, that time cannot be taken to do the job safely“, means striking a balance which<br />
have to be met without compromise. In trying to meet all these challenges, the management<br />
of Occupational Safety and Health (OSH) has, within the operational processes, been able to<br />
effectively reduce losses due to unnecessary accident. TNB has put in place a comprehensive<br />
OSH management system base which resulted in certain stations being recognised and awarded<br />
prestigious OSH awards by governmental and non-governmental institutions.<br />
Service Quality Enhancement<br />
Management of OSH with the new structure within the divisions of TNB (that has been approved<br />
by the management since reported in the previous Financial Year) has brought tremendous<br />
improvement in OSH across the board. The numbers of qualified Safety and Health Officers<br />
(SHO) has been increased to ensure TNB’s readiness to accept and adopt any changes in the<br />
requirements of the government enforcement agencies. Second level Safety Inspectors (SI) and<br />
third level Safety Representatives (SR), were appointed to ensure OSH performance at the far<br />
end of the job chain, are monitored and reported to the management.<br />
MS ISO 9001:2000 documents are being scrutinised further to ensure OSH requirements in<br />
processes and procedures are being incorporated in the OSH framework to ensure transparency<br />
of the management on these issues.<br />
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Occupational Safety Review & Health Report<br />
OSH Management System<br />
The OSH Management System, aptly known as, the “Safety Excellence Management System,<br />
(SEMS)”, has gone a long way in managing OSH in TNB. Challenges from certification bodies to<br />
ensure best OSH performance, saw SEMS being further enhanced to meet these requirements.<br />
The system has been fine-tuned to meet the requirements of the OHSAS 18001:2000 and the MS<br />
1722, and various programmes are in place to adapt to new challenges.<br />
Trainings are conducted continuously for all personnel requiring competency in managing,<br />
implementing and auditing as required by the system. ICT Division and TNB Engineering<br />
Corporation Sdn Bhd, has started their paces to achieve excellence, <strong>Tenaga</strong> Switchgear Sdn Bhd,<br />
has been handed their Baseline Report after a Baseline Audit conducted by the Occupational<br />
Safety, Health and Environment Department (OSHED), under the Group Human Resource<br />
Division.<br />
OSH Excellence Award<br />
In recognition of the diligent OSH management by TNB, the prestigious “Anugerah<br />
Kecemerlangan Keselamatan Pekerjaan”, was awarded to the best three ranking stations in<br />
the respective core divisions, the best in terms of over-all performance in distribution state and<br />
several best performance awarded to sub-division station. The standard of OSH management<br />
performance has continuously been reviewed to ensure new requirements of the law are always<br />
being incorporated into the system.<br />
The National Award for OSH Excellence 2006 saw four stations being awarded comprising of<br />
three generation and one distribution stations. The stations are Stesen Janaelektrik Chenderoh<br />
and Stesen Janaelektrik Sultan Ismail Petra, received Gold Award while Stesen Janaelektrik<br />
Tuanku Jaafar and TNB Distribution (Johore), Silver Award.<br />
The Malaysian Society of Occupational Safety and Health Award 2006, saw, five generation<br />
stations being awarded in the utilities sector. Gold (Class II) Award was received by; Serdang<br />
Power Station (now known as Putrajaya Power Station), Stesen Janaelektrik Sultan Iskandar,<br />
Stesen Janaelektrik Tuanku Jaafar and Stesen Janaelektrik Jambatan Connaught and Silver<br />
Award was received by Stesen Janaelektrik Gelugor.<br />
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Occupational Safety Review & Health Report<br />
Emergency Response<br />
In the effort to preserve life and assets, alertness and readiness for any crisis and emergency<br />
is the key factor. Planning for eventualities takes center stage with new threats coming from<br />
unexpected angles. New risks were identified and efforts were taken to ensure immediate<br />
response can be exercised should any threat arises. Emergency Response Plan were reviewed<br />
and the latest techniques were sought from the market to ensure immediate response.<br />
Emergency Response Personnel were trained by the best available training facility in the country<br />
and other personnel were trained to act safely during crisis.<br />
OSH Awareness and Training<br />
Top level management at the helm of TNB were given continuous exposure on OSH management<br />
knowledge by CEO’s and experts of leading OSH organisation. The commitment to drive TNB<br />
to world OSH excellence requires maximum effort on resources available. Thus, charting<br />
TNB’s course towards world’s best will be fully supported with the knowledge and experience<br />
gained.<br />
All staffs are required to attend at least one day of training and exposure each on OSH while<br />
OSH practitioners were required to impart OSH knowledge. Continuous trainings, seminars,<br />
conferences, symposiums and workshops are identified for all levels, for participants to gain<br />
exposure on new developments in OSH. Trainers were also identified to assist the National<br />
Institute of Occupational Safety and Health (NIOSH) in their programmes that are related to<br />
the electrical utility industry.<br />
Contractors working in TNB are made aware on the importance of OSH. NIOSH-TNB Safety<br />
Passport was developed in a joint effort with NIOSH to ensure contractors are aware of the<br />
basic requirements of OSH. This programme will later be made compulsory to all contractors<br />
working in TNB. This programme is also conducted for field supervisors, to ensure cognisance<br />
and coordination of TNB’s efforts to eradicate ignorance of contractors on OSH matters.<br />
The public was not forgotten in the quest to impart electrical safety knowledge. Schools, nongovernment<br />
organisation, industries and various associations were assisted on their request,<br />
to ensure safety in the use of electricity. Safety Campaigns were also carried out by divisions<br />
to involve all staffs as well as the public in the effort to discharge TNB’s corporate social<br />
responsibility.<br />
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Statement of<br />
Environment<br />
“<br />
TNB is committed to achieving excellence<br />
in environmental management. This is thus<br />
part of our Corporate Social Responsibility in<br />
preserving the environment for the benefit of<br />
future generations<br />
“<br />
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Statement of Environment<br />
TNB’s Environmental Policy<br />
• Protect, conserve and improve the environment in all of its operations and decision-making<br />
• Comply with all applicable laws and regulations, and establish standards that will lead to<br />
continuous improvement of its environmental performance<br />
• Implement an Environmental Management System (EMS) that will ensure that all impacts on<br />
the environment from its operations are eliminated or minimised<br />
• Carry out environmental audits at required intervals to ensure compliance with its<br />
Corporate Environmental commitments, and implement environmental training<br />
programmes for our employees to develop a high level of competency<br />
• Promote environmental awareness amongst contractors, the public and other stakeholders<br />
and to make available the environmental policy to them<br />
Some of the initiatives implemented during the year:-<br />
A. Recycling Programme<br />
The waste recycling and reduction programme is included in the EMS initiatives within<br />
respective divisions. Currently, most of the power stations are implementing an Environmental<br />
Management programme to minimise wastage and reduce consumption of resources. Some of<br />
the stations have also assigned Recycling Centres at strategic places in the station. Continuous<br />
staff awareness programmes were undertaken via staff monthly gatherings.<br />
(i) Condition Monitoring Programme (CMP) : Transmission Division is continuously implementing<br />
CMP.<br />
(ii) Recycling old power cables : Recycling old power cables is implemented via the Scrap<br />
Committee at each region. The recycling process of old power cables can be conducted upon<br />
approval from this committee. Usually, the committee will appoint a recycling company to<br />
handle the scrap materials for further processing.<br />
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Statement of Environment<br />
B. Scheduled Waste Disposal<br />
TNB Scheduled Waste Management programme has been implemented to comply with the<br />
Environmental Quality (Scheduled Wastes) Regulation 2005. Scheduled wastes include all waste<br />
generated periodically that requires disposal by DoE-registered contractors.<br />
All scheduled wastes generated are notified to DoE and temporarily stored at Scheduled Waste<br />
Store prior to disposal. EMR is responsible to record, monitor, and manage wastes generated<br />
at their respective units.<br />
C. Environmental Management Plan<br />
i) Environment Monitoring Programme<br />
The Environmental Management Plan was conducted as per requirements for licences under<br />
the Environmental Quality Act, 1974 or in accordance with the specific DoE’s Detailed EIA or EIA<br />
approval conditions for the respective power stations. In general, the monitoring programme<br />
focused on monitoring the air quality, water quality and boundary noise level.<br />
TNB is continuously installing efficient and environmentally friendly equipment as well as the<br />
Continuous Emission Monitoring System (CEMS) in the new power stations.<br />
ii) Coal Dust Study<br />
TNB Research Sdn. Bhd. has designed and developed a Laboratory Scale Gasifier and is currently<br />
performing tests on coal gasification using various types of coal in the gasifier. The results of<br />
gasification can help researchers increase their understanding and knowledge of the gasification<br />
process in general.<br />
D. Halon Replacement<br />
The halon replacement programme is among the key focus areas of the Network Maintenance<br />
(NM) Department of Transmission Division. Gradual halon gas replacement with new approved<br />
gas in the existing fire fighting system is implemented under the NM department’s 2004 - 2008<br />
Business Plan.<br />
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E. Environmental Audits And MS ISO Certification<br />
All the power stations have a complete set of MS ISO 14001 documentation and are currently<br />
implementing EMS based on the standards. Recently, Manjung PS also received MS ISO<br />
14001 certification from SIRIM QAS. It was the 11 th power station to achieve MS ISO 14001<br />
certification.<br />
Annual Environmental Management Audits or EMS based on MS ISO 14001 are conducted at<br />
all power stations by TNB Generation Division auditors (GRMU). The EMS reassessment audit is<br />
conducted once per year by SIRIM QAS International.<br />
F. Crisis Management<br />
The Disaster Team is represented by the Emergency Response Team which is the main<br />
component of the TNB Safety Excellence Management System (SEMS) which is implemented at<br />
all divisions.<br />
SEMS will identify every possible emergency that can happen in the division business activities<br />
and consequently an Emergency Response Plan is developed as mitigation measures.<br />
All divisions also conduct an annual ERP exercise that involves all staff and relevant authorities<br />
and agencies.<br />
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Enterprise<br />
Wide Risk<br />
Management<br />
TNB recognises that effective risk management is the key element in the Company’s<br />
overall strategy with a focus on the on-going implementation of an Enterprise-Wide Risk<br />
Management (EWRM) framework to ensure that the major areas of risks are managed and<br />
controlled effectively.<br />
The EWRM framework ensures a uniform application of risk management across the<br />
Group through standardised risk management processes and Group-wide exchange of risk<br />
information.<br />
Enterprise-Wide Risk Management Framework<br />
The TNB EWRM framework sets the foundation for a structured risk management<br />
framework that consists of a complete cycle involving risk assessment, reporting, treatment,<br />
monitoring and review of the business risks within the Group.<br />
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Enterprise-Wide Risk Management<br />
Risk Management Policy<br />
The TNB EWRM Policy has been reviewed and amended accordingly to further enhance the effectiveness<br />
of the framework. This policy that has been approved by the BAC aims at achieving the following:<br />
• simplifying the Content Structure and the EWRM Policy Summary;<br />
• incorporating the Group Risk Management Working Committee (GRMWC) Roles and<br />
Responsibilities, Risk Manager and Risk Coordinator Roles and Responsibilities;<br />
• extending the applicability of the Policy to major projects and all new business ventures other<br />
than operations;<br />
• establishing of the Divisional Risk Management Committee or utilisation of existing Divisional<br />
Management Committee to discuss risk management issues at the Operating Divisional level;<br />
• Approving authority on amendments of the EWRM policy and procedures at the Group Risk<br />
Management Committee (GRMC) and the Group Risk Management Working Committee<br />
(GRMWC);<br />
• revising the regularity of reporting for GRMWC.<br />
Risk Management Structure<br />
The EWRM framework requires that a risk management structure be adopted to ensure that roles,<br />
responsibilities and accountabilities for managing risk are clearly defined and communicated. The risk<br />
management structure comprises various levels of authority in the Group i.e. the Board of Directors,<br />
Board Audit Committee, Group Risk Management Committee (GRMC), Group Risk Management Working<br />
Committee (GRMWC), Enterprise-Wide Risk Management (EWRM) Department and TNB Operating<br />
Divisions.<br />
BOARD OF DIRECTORS<br />
BOARD AUDIT COMMITTEE<br />
Group Risk<br />
Management Committee (GRMC)<br />
EWRM Department<br />
Group Internal Audit<br />
Group Risk Management Working<br />
Committee (GRMWC)<br />
Core<br />
Business<br />
Management<br />
Services<br />
Non-Core<br />
Business<br />
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Enterprise-Wide Risk Management<br />
Risk Assessment Process<br />
In supporting the framework, the Group Wide Risk Assessment Process was also established<br />
to standardise the risk management methodology used throughout the Group which<br />
focuses on risk assessment, risk treatment, risk reporting as well as risk monitoring and<br />
review.<br />
In order to ensure the comprehensiveness of the risk assessment process and that the<br />
principal risks that may materially affect the business are considered, several broad<br />
risks areas which comprise of Governance, Operational, Financial, Technology, Integrity,<br />
Compliance, Preparedness, Environment, Reputation, Human Resources and Management<br />
Information are evaluated.<br />
Risk Profile Review and Verification<br />
Risk profile review and verification sessions for the TNB’s operating divisions have been<br />
carried out to validate the changes made to the operating risks as well as to ensure that<br />
all risk profiles remain aligned with the present TNB’s business strategies and objectives<br />
in the Financial Year. More than 30 sessions analysing more than 75 risk profiles were<br />
carried out by the EWRM Department together with the relevant Risk Managers and Risk<br />
Coordinators as well as Risk Owners.<br />
In addition, risk profile development activities are carried out continuously to be consistent<br />
with the objectives of EWRM framework to ensure that comprehensive risk identification<br />
and assessment efforts are carried out across the Group.<br />
Risk Communication<br />
Risk communication, being one of the important elements in the EWRM framework as it<br />
focuses on the dissemination of risk information at all levels, forms an integral part of the<br />
risk management activities in TNB.<br />
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Enterprise-Wide Risk Management<br />
Risk Coordinators Forum<br />
Two Risk Coordinator Forums were organised and used as a platform to communicate decisions<br />
made by GRMWC, GRMC and BAC to the risk managers and risk coordinators, brainstorm the<br />
way forward on risk related issues and highlight as well as resolve issues faced in the process of<br />
implementing the EWRM framework. The forums held in this Financial Year were attended by<br />
risk managers and risk coordinators as well as senior management across the Group. External<br />
speakers from other GLCs were invited to share their experiences on the implementation of<br />
enterprise risk management.<br />
EWRM Website<br />
The EWRM website has now been integrated into the revamped Group Finance website and<br />
currently being finalised to be published.<br />
Risk Analysis<br />
A risk analysis was carried out on risk of accidents in TNB focusing on areas causing fatality and<br />
bodily injury to TNB personnel. The recommendations had been presented and approved by<br />
GRMWC, GRMC and BAC and are being implemented at various levels. The risk analysis paper<br />
had also been presented at two safety conferences in TNB.<br />
As for the risk analysis that has been previously carried out i.e. legal and fraud risks in<br />
TNB, the implementation of the recommendations are at a mature stage and some of the<br />
recommendations have been completed i.e. TNB Code of Ethics and Whistle Blowing procedures<br />
are currently being communicated down to all levels in TNB while the legal risks taskforce has<br />
identified the top three contributing factors to TNB’s legal risks exposures.<br />
TNB Risk Information System<br />
TNB Risk Information System Phase 2 involving enhancement to the system has been successfully<br />
rolled out to all divisions and relevant trainings was provided to all.<br />
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Enterprise-Wide Risk Management<br />
Streamlining of Risk Management Activities<br />
with Key Activities/ Processes<br />
The approved process of streamlining the risk management activities with business<br />
planning and budgeting has been implemented to ensure that controls and<br />
mitigation plans for risk management are built into the business plans, budgets and<br />
key performance indicators of the Group.<br />
Development of Curriculum for Risk Management<br />
To further enhance and inculcate the risk management culture in TNB, EWRM has<br />
developed the first EWRM Awareness Module with guidance and cooperation<br />
from our trainning centre, ILSAS. In view of this, a few Divisional Risk Managers/<br />
Coordinators and EWRM personnel had been trained as Certified Trainers. The<br />
module will officially be made a part of the training module in ILSAS and is targeted<br />
to be implemented in FY2008.<br />
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Enterprise-Wide Risk Management<br />
Corporate Emergency Response<br />
Plan (CERP)<br />
Preparedness<br />
The TNB CERP Steering Committee deliberated on<br />
several matters including the compilation, printing<br />
and distribution of the TNB CERP Document – System<br />
Related which has been printed and distributed to<br />
critical personnel within TNB. An awareness training<br />
programme was also carried out for the relevant<br />
personnel throughout TNB and SESB. The training<br />
programme would be extended to all wholly-owned<br />
subsidiaries in Peninsular Malaysia by the next Financial<br />
Year.<br />
Collaboration with External Parties /<br />
Government Agencies<br />
As an essential service and crucial towards TNB<br />
ensuring a potent state of National Security, continues<br />
to collaborate with external parties and various<br />
Government Agencies in particular the National<br />
Security Department and the National Security Council<br />
in the Prime Minister’s Department and the Ministry of<br />
Health.<br />
TNB participated in the “Pameran Sempena Seminar<br />
Sasaran Penting” organised by the Chief Government<br />
Security Officer with the Ministry of Internal Security<br />
Malaysia, aimed at creating awareness and furnishing<br />
information on all government and private agencies<br />
that are listed as Critical Installations.<br />
Generation Division had activated their annual<br />
‘OPSTRANG’ exercise aimed to:-<br />
• ensure that all black start diesel generators are<br />
able to run and synchronised to bars<br />
• assess the Power Stations readiness in<br />
responding to emergency or crisis situations<br />
• test the communication system for all power<br />
stations, and<br />
• test the activation of the operations rooms at<br />
all power stations.<br />
TNB also participated in the Chemical, Biological,<br />
Radiation and Nuclear Awareness Programme which<br />
was organised by the Crisis and Disaster Management<br />
Division, National Security Council, Prime Minister’s<br />
Department following which a mock drill was carried<br />
out at the KLCC LRT Station.<br />
Transmission Division, with Generation and<br />
Distribution Division had successful conducted two<br />
Blackstart test Communication drills at KLPP in January<br />
2007 and at Putrajaya in July 2007. The purpose was<br />
to ensure good coordination with all parties especially<br />
power stations,Transmission Division and Distribution<br />
Division.<br />
Most of the generation power stations have carried<br />
out scheduled mock drills and as the secretariat of TNB<br />
CERP, EWRM has participated in these exercises.<br />
The TNB Chief Financial Officer/ Chief Risk<br />
Officer delivering the welcoming address at<br />
the TNB Risk Coordinators’ Forum.<br />
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Corporate<br />
Calendar<br />
September 2006<br />
September 2006<br />
1. 4 September<br />
TNB held the TNB Staff Gathering<br />
in conjunction with its 57 th<br />
Anniversary at TNB Headquarters.<br />
2. 6 September<br />
TNB honoured the top<br />
management retirees at a<br />
special function “Majlis Jasamu<br />
Dikenang” at KL Hilton Hotel,<br />
Kuala Lumpur.<br />
1<br />
2<br />
October 2006<br />
October 2006<br />
1. 3 October<br />
TNB organised “Majlis Berbuka<br />
Puasa 2006” at the Balai Islam,<br />
TNB Headquarters.<br />
2. 19 October<br />
Launching of TNB Hari Raya<br />
Television Commercial 2006<br />
- “Majlis Semanis-manis Dodol<br />
Manis Lagi Dibuat Bersama” at TNB<br />
Headquarters.<br />
1<br />
2<br />
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Corporate Calendar<br />
November 2006<br />
November 2006<br />
1. 4 November<br />
TNB held the 2006 Deepavali<br />
Celebration at the TNB Sports<br />
Complex, Kuala Lumpur.<br />
2. 16 November<br />
TNB held the 2006 Hari Raya<br />
Aidilfitri Celebration at the TNB<br />
Sports Complex, Kuala Lumpur.<br />
1<br />
3. 21 - 23 November<br />
TNB participated in the Asia<br />
Pacific Regional Conference &<br />
Exhibition at Sunway Convention<br />
Centre, Petaling Jaya, Selangor.<br />
2<br />
3<br />
December 2006<br />
December 2006<br />
1. 12 December<br />
4 th T7 Review Session held at<br />
Hotel Armada, Petaling Jaya,<br />
Selangor.<br />
2. 14 December<br />
TNB held its 2006 Annual General<br />
Meeting at the TNB Sports<br />
Complex, Kuala Lumpur.<br />
1<br />
2<br />
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<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Corporate Calendar<br />
January 2007<br />
January 2007<br />
1. 17 January<br />
TNB’s Connaught Bridge Power<br />
Station celebrates its achievement<br />
of 200,000 Equivalent Operating<br />
Hours (EOH) on two SIEMENS<br />
branded V94.2 gas turbines at<br />
Connaught Bridge Power Station.<br />
2. 19 January<br />
TNB held the 2007 New Year Staff<br />
Gathering at TNB Sports Complex,<br />
Kuala Lumpur.<br />
3. 24 - 25 January<br />
SIRIM conducted MS ISO 9001:<br />
2000 Surveillance Audit for<br />
TNB Corporate Level, at TNB<br />
Headquarters.<br />
1<br />
2<br />
3<br />
February 2007<br />
February 2007<br />
1. 5 February<br />
TNB held Occupational, Health<br />
and Safety Seminar for TNB Top<br />
Management at Holiday Villa,<br />
Subang Jaya, Selangor.<br />
2. 23 February<br />
“Soft Launching and Awareness<br />
Session” of Prime Minister’s<br />
Industry Excellence Award at Bilik<br />
Kenyir, TNB Headquarters.<br />
1<br />
3. 26 February<br />
TNB held the 2007 Chinese New<br />
Year Celebration at the TNB<br />
Sports Complex, Kuala Lumpur.<br />
2<br />
3<br />
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Corporate Calendar<br />
March 2007<br />
March 2007<br />
1. 9 - 11 March<br />
TNB-Singapore Power Friendly<br />
Games held in Kuala Lumpur.<br />
2. 20 - 21 March<br />
TNB participated in the Vendor<br />
Network Programme organised<br />
by the Ministry of Entrepreneur<br />
and Cooperative Development<br />
(MECD) at Kuala Lumpur<br />
Convention Centre.<br />
1<br />
2<br />
April 2007<br />
April 2007<br />
1. 5 April<br />
TNB Switchgear Factory was officiated<br />
by Y.Bhg. Dato’ Seri Rafidah Aziz,<br />
Minister of International Trade and<br />
Industry.<br />
2. 30 April<br />
Official Opening Ceremony of Sultan<br />
Azlan Power Station, Manjung by<br />
DYMM Sultan Perak.<br />
1<br />
2<br />
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<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Corporate Calendar<br />
May 2007<br />
May 2007<br />
1. 5 May<br />
TNB won four awards - the<br />
“Anugerah Harapan Majikan<br />
Berdaya Saing kategori Industri<br />
Besar”, “Anugerah Tokoh Pekerja<br />
Lelaki (Bukan Eksekutif)”, “Anugerah<br />
Tokoh Pekerja Lelaki (Eksekutif)”<br />
and “Anugerah Harapan Tokoh<br />
Pekerja Lelaki (Bukan Eksekutif)”<br />
at the National Labour Day 2007<br />
celebration held in Putra Stadium,<br />
Bukit Jalil, Kuala Lumpur<br />
2. 15 May<br />
TNB recognised 471 long serving<br />
staff at the Long Service Award<br />
Ceremony for Eastern Region at<br />
Hotel Grand Riverview, Kota Bharu,<br />
Kelantan.<br />
June 2007<br />
June 2007<br />
1. 1 - 3 June<br />
TNB participated in the 4 th<br />
International Trade Exhibition<br />
& Conference ‘Enterprise Asia<br />
2007’ at Putra World Trade Centre<br />
(PWTC), Kuala Lumpur.<br />
2. 5 - 8 June<br />
TNB participated in SMIDEX<br />
2007 Exhibition at Kuala Lumpur<br />
Convention Centre.<br />
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Corporate Calendar<br />
July 2007<br />
July 2007<br />
1. 14 July<br />
TNB announced its Third Quarter<br />
Financial Results for FY 2007<br />
at the Analyst Briefing at TNB<br />
Headquarters.<br />
2. 14 July<br />
TNB organised Corporate TNB Family<br />
Day 2007 at TNB Sports Complex,<br />
Kuala Lumpur.<br />
3. 23 July<br />
Launching of TNB Code of Ethics and<br />
Whistle Blowing Initiative at TNB<br />
Headquarters.<br />
August 2007<br />
August 2007<br />
1. 4 August<br />
TNB participated in the “Majlis<br />
Bersama TNB/GLC dan Persatuan<br />
Pekedai Barang-Barang Lusuh<br />
Malaysia” at TNB Sports Complex,<br />
Kuala Lumpur.<br />
2. 23 - 25 August<br />
“Majlis Tilawah Al-Quran TNB<br />
Peringkat Kebangsaan” held at<br />
Intekma Hotel @ UITM Shah Alam,<br />
Selangor.<br />
3. 30 August - 2 September<br />
TNB participated in the 50 th Merdeka<br />
Expo at Putra World Trade Centre<br />
(PWTC), Kuala Lumpur.<br />
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<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
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Financial<br />
Calendar<br />
Quarterly Results<br />
First Quarter<br />
ended 30 November 2006<br />
Announcement Date<br />
25 January 2007<br />
Second Quarter<br />
ended 28 February 2007<br />
16 April 2007<br />
Third Quarter<br />
ended 31 May 2007<br />
13 July 2007<br />
Fourth Quarter<br />
ended 31 August 2007<br />
25 October 2007<br />
Distribution of Annual Report 21 November 2007<br />
Seventeenth Annual General Meeting 13 December 2007<br />
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<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
PART II<br />
Financial Report<br />
TNB revenue, profit hit record highs<br />
New Straits Times<br />
TNB profit soars 88%<br />
The Star<br />
<strong>Tenaga</strong> post record net profit of<br />
RM4b in FY07<br />
Malaysian Reserve<br />
<strong>Tenaga</strong> FY07 net profit soars 91 %<br />
to RM4.1b<br />
The Edge FinancialDaily<br />
Directors’ Report 2 - 5<br />
Income Statements 6<br />
Balance Sheets 7 - 8<br />
Statements of Changes in Equity 9 - 10<br />
Cash Flow Statements - 12<br />
Notes to the Financial Statements 3 - 89<br />
Statement by Directors 90<br />
Statutory Declaration 91<br />
Auditors’ Report to the Members of <strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> 92 - 93<br />
Analysis of Shareholdings 94 - 96<br />
Analysis of Convertible Redeemable Income Securities<br />
2004-2009 (“CRIS”) Holdings 97 - 99<br />
Share Price Tracking<br />
00<br />
Property List 01 - 104<br />
Proxy Form<br />
<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Directors’ Report<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> (Incorporated in Malaysia)<br />
DIRECTORS’ REPORT<br />
The Directors have pleasure in submitting their Report with the audited financial statements of the Group and the<br />
Company for the financial year ended 31 August 2007.<br />
PRINCIPAL ACTIVITIES<br />
The Group and the Company are primarily involved in the business of the generation, transmission, distribution and<br />
sale of electricity and those tabulated in Note 16 to the financial statements.<br />
There have been no significant changes in these activities during the financial year under review.<br />
FINANCIAL RESULTS<br />
Group Company<br />
RM’million RM’million<br />
Profit for the year attributable to<br />
- Equity holders of the Company 4,061.1 3,514.5<br />
- Minority interests 6.5 0<br />
Profit for the year 4,067.6 3,514.5<br />
DIVIDENDS<br />
The dividends paid or declared since 31 August 2006 were as follows:<br />
In respect of the financial year ended 31 August 2006<br />
as shown in the Directors’ Report for that financial year:<br />
RM’million<br />
Final dividend of 12.0 sen gross per ordinary share, less income tax<br />
at 27% and 2.0 sen per ordinary share, tax exempt, paid on 4 January 2007 459.7<br />
In respect of the financial year ended 31 August 2007:<br />
First interim dividend of 10.0 sen gross per ordinary share, less<br />
income tax at 27%, paid on 7 June 2007 315.8<br />
Second interim dividend of 10.0 sen gross per ordinary share, less<br />
income tax at 27%, paid on 30 August 2007 316.2<br />
For the financial year ended 31 August 2007, the Directors had on 25 October 2007 recommended the payment<br />
of a final dividend of 16.3 sen gross per ordinary share, less income tax at 26%, subject to the approval of the<br />
shareholders at the forthcoming Annual General Meeting of the Company. The Books Closure and Payment dates<br />
will be announced in due course.<br />
RESERVES AND PROVISIONS<br />
All material transfers to or from reserves and provisions during the financial year are shown in the financial<br />
statements.<br />
<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Directors’ Report (Continued)<br />
ISSUE OF SHARES<br />
During the financial year, 196,538,731 new ordinary shares of RM1.00 each were issued by the Company<br />
comprising:-<br />
(a)<br />
(b)<br />
(c)<br />
66,736,312 ordinary shares of RM1.00 each in TNB pursuant to the Employees’ Share Option Scheme II<br />
(‘ESOS II’) at exercise prices of RM6.71, RM6.99, RM7.42, RM7.33, RM7.75, RM7.80, RM9.189 or RM11.07<br />
per share,<br />
114,699,925 ordinary shares of RM1.00 each in TNB pursuant to the exchange of Guaranteed Exchangeable<br />
Bonds at the exercise price of RM8.10 per share, and<br />
15,102,494 ordinary shares of RM1.00 each in TNB pursuant to the conversion of Unsecured Convertible<br />
Redeemable Income Securities at the price of RM9.18 per share.<br />
The new ordinary shares issued during the financial year ranked pari passu in all respects with the existing ordinary<br />
shares of the Company.<br />
EMPLOYEES’ SHARE OPTION SCHEME (‘ESOS’)<br />
Options under the ESOS were granted to eligible Directors, employees and retirees of the Group to subscribe for<br />
ordinary shares of RM1.00 each in TNB. The first ESOS expired on 11 May 2002.<br />
The Company implemented a new Employees’ Share Option Scheme II (‘ESOS II’) on 8 July 2003 for a period of<br />
10 years. The ESOS II is governed by the bye-laws, which were approved by the shareholders at the Extraordinary<br />
General Meeting (‘EGM’) held on 29 May 2003 and amended at the EGM held on 15 December 2005.<br />
The main features and movement during the financial year in the number of options over the shares of the Company<br />
is set out in Note 35 to the financial statements.<br />
The Company has been granted an exemption by the Companies Commission of Malaysia via a letter dated 26<br />
September 2007 from having to disclose in this Report the name of the persons to whom options have been granted<br />
during the year and details of their holdings pursuant to Section 169 (11) of the Companies Act, 1965 except for<br />
information on employees who were granted options representing 450,000 ordinary shares and above.<br />
The list of employees of the Company who were granted options representing 450,000 ordinary shares and above<br />
under ESOS II are as follows:-<br />
No. of<br />
No. of ordinary<br />
ordinary shares shares<br />
granted exercised<br />
and acquired under the<br />
Name Designation under the options options<br />
Datuk Wira Md Sidek<br />
Senior Vice President,<br />
bin Ahmad Operations and Technical 515,000 470,000<br />
Dato’ Abdul Razak<br />
Vice President,<br />
bin Abdul Majid Generation 575,000 100,000<br />
Dato’ Mohd Izzaddin bin Idris Chief Financial Officer 490,000 0<br />
Dato’ Ir Aishah<br />
Vice President,<br />
binti Dato’ Haji Abdul Rauf Distribution 555,000 152,500<br />
Dato’ Hjh. Che Zurina binti Zainul Abidin Vice President, Corporate Services 530,000 230,000<br />
Dato’ Haji Nik Ibrahim<br />
Vice President,<br />
bin Nik Mohamed Investment Management 537,500 310,000<br />
Dato’ Kamaruzzaman bin Jusoh Vice President, Human Resource 554,000 186,500<br />
None of the subsidiaries’ employees were granted options representing 450,000 ordinary shares and above under<br />
ESOS II.<br />
<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Directors’ Report (Continued)<br />
DIRECTORS<br />
The Directors who have held office during the period since the date of the last Report are:<br />
Tan Sri Leo Moggie<br />
Dato’ Sri Che Khalib bin Mohamad Noh<br />
Dato’ Puteh Rukiah binti Abd Majid<br />
Mohammad Zainal bin Shaari<br />
(Resigned as alternate director to Dato’ Azman<br />
bin Mokhtar on 31 March 2007.<br />
Reappointed as Director on 31 March 2007)<br />
Tan Sri Dato’ Lau Yin Pin @ Lau Yen Beng<br />
Tan Sri Dato’ Hari Narayanan a/l Govindasamy<br />
Dato’ Zainal Abidin bin Putih<br />
Datuk Mohd Zaid bin Ibrahim<br />
Dato’ Fuad bin Jaafar (Appointed on 15 March 2007)<br />
Datuk Zalekha binti Hassan<br />
(Alternate Director to Dato’ Puteh Rukiah binti Abd Majid)<br />
Dato’ Azman bin Mokhtar (Resigned on 31 March 2007)<br />
DIRECTORS’ BENEFITS<br />
During and at the end of the financial year, no arrangements subsisted to which the Company is a party, being<br />
arrangements with the object or objects of enabling Directors of the Company to acquire benefits by means of the<br />
acquisition of shares in or debentures of the Company or any other body corporate, except for the options granted<br />
to the President/Chief Executive Officer pursuant to the ESOS II.<br />
Since the end of the previous financial year, no Director has received or become entitled to receive a benefit (other<br />
than benefits disclosed as Directors’ remuneration and benefits in Note 5 to the financial statements) by reason of<br />
a contract made by the Company or a related corporation with the Director or with a firm of which the Director is a<br />
partner, or with a company in which the Director has a substantial financial interest.<br />
DIRECTORS’ INTERESTS IN SHARES AND DEBENTURES<br />
According to the Register of Directors’ shareholdings, particulars of the interests of Directors who held office as at<br />
the end of the financial year in shares in the Company are as follows:<br />
Number of ordinary shares of RM1.00 each<br />
As at<br />
As at<br />
1.9.2006 Acquired Disposed 31.8.2007<br />
Tan Sri Leo Moggie 0 40,000 0 40,000<br />
Dato’ Zainal Abidin bin Putih 1,250 0 0 1,250<br />
Dato’ Fuad bin Jaafar 62,500 0 0 62,500<br />
Options over ordinary shares of RM1.00 each<br />
As at<br />
As at<br />
1.9.2006 Granted Exercised 31.8.2007<br />
Dato’ Sri Che Khalib bin Mohamad Noh 375,000 360,000 0 735,000<br />
According to the Register of Directors, none of the other Directors held any options over shares in the Company.<br />
No other Directors in office at the end of the financial year held any other interest in shares and debentures of the<br />
Company and its related corporations.<br />
<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Directors’ Report (Continued)<br />
STATUTORY INFORMATION ON THE FINANCIAL STATEMENTS<br />
Before the income statements and balance sheets of the Group and of the Company were made out, the Directors<br />
took reasonable steps:<br />
(a)<br />
(b)<br />
to ascertain that proper action had been taken in relation to the writing off of bad debts and the making<br />
of allowance for doubtful debts and satisfied themselves that all known bad debts had been written off<br />
and that adequate allowance had been made for doubtful debts; and<br />
to ensure that any current assets, other than debts, which were unlikely to be realised in the ordinary<br />
course of business their values as shown in the accounting records of the Group and of the Company had<br />
been written down to an amount which they might be expected to be realised.<br />
At the date of this Report, the Directors are not aware of any circumstances:<br />
(a)<br />
(b)<br />
(c)<br />
which would render the amounts written off for bad debts or the amount of the allowance for doubtful<br />
debts in the financial statements of the Group and of the Company inadequate to any substantial extent;<br />
or<br />
which would render the values attributed to current assets in the financial statements of the Group and<br />
of the Company misleading; or<br />
which have arisen which render adherence to the existing method of valuation of assets or liabilities of<br />
the Group and of the Company misleading or inappropriate.<br />
No contingent or other liability has become enforceable or is likely to become enforceable within the period of<br />
twelve months after the end of the financial year which, in the opinion of the Directors, will or may affect the ability<br />
of the Group or of the Company to meet their obligations when they fall due.<br />
At the date of this Report, there does not exist:<br />
(a)<br />
(b)<br />
any charge on the assets of the Group and of the Company which has arisen since the end of the financial<br />
year which secures the liability of any other person; or<br />
any contingent liability of the Group and of the Company which has arisen since the end of the financial<br />
year.<br />
OTHER STATUTORY INFORMATION<br />
At the date of this Report, the Directors are not aware of any circumstances not otherwise dealt with in this Report<br />
or the financial statements which would render any amount stated in the financial statements misleading.<br />
In the opinion of the Directors, there has not arisen in the interval between the end of the financial year and the<br />
date of this Report any item, transaction or event of a material and unusual nature likely to affect substantially the<br />
results of the operations of the Group or of the Company for the financial year in which this Report is made.<br />
AUDITORS<br />
The auditors, PricewaterhouseCoopers, have expressed their willingness to continue in office.<br />
Signed on behalf of the Board of Directors, in accordance with their resolution dated 31 October 2007.<br />
TAN SRI LEO MOGGIE<br />
CHAIRMAN<br />
DATO’ SRI CHE KHALIB BIN MOHAMAD NOH<br />
PRESIDENT/CHIEF EXECUTIVE OFFICER<br />
<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Income Statements<br />
for the financial year ended 31 August 2007<br />
Group<br />
Company<br />
Note 2007 2006 2007 2006<br />
RM’million RM’million RM’million RM’million<br />
Revenue 4 23,320.4 20,384.2 21,400.6 18,815.1<br />
Operating expenses 5 (18,371.4) (16,916.9) (17,441.8) (16,601.6)<br />
Other operating income 7 593.7 489.3 793.9 691.0<br />
Operating profit 5,542.7 3,956.6 4,752.7 2,904.5<br />
Foreign exchange gain 8 485.8 324.9 341.2 197.3<br />
Share of results of associates 42.4 14.6 0 0<br />
Profit before finance cost 6,070.9 4,296.1 5,093.9 3,101.8<br />
Finance cost 9 (1,305.0) (1,539.3) (969.5) (1,101.2)<br />
Profit before taxation and zakat 4,765.9 2,756.8 4,124.4 2,000.6<br />
Taxation and Zakat 10 (698.3) (595.1) (609.9) (464.7)<br />
Profit for the year 4,067.6 2,161.7 3,514.5 1,535.9<br />
Attributable to:<br />
Equity holders of the Company 4,061.1 2,126.9 3,514.5 1,535.9<br />
Minority interests 6.5 34.8 0 0<br />
Profit for the year 4,067.6 2,161.7 3,514.5 1,535.9<br />
Sen Sen<br />
Earnings per share<br />
- basic 11(a) 94.92 52.52<br />
- diluted 11(b) 93.00 50.44<br />
Dividends per share: Sen Sen<br />
Interim dividends (gross) 12 20.0 0<br />
Final dividend (gross) 12 0 12.0<br />
Final dividend (tax exempt) 12 0 2.0<br />
Proposed final dividend (gross) 12 16.3 0<br />
The notes set out on pages 13 to 89 form an integral part of these financial statements<br />
<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Balance Sheets<br />
as at 31 August 2007<br />
Group<br />
Company<br />
Note 2007 2006 2007 2006<br />
RM’million RM’million RM’million RM’million<br />
NON-CURRENT ASSETS<br />
Property, plant and equipment 13 56,405.3 54,344.5 46,332.8 44,136.2<br />
Prepaid operating leases 14 852.6 856.8 693.4 690.2<br />
Coal mining rights 15 0 279.9 0 0<br />
Subsidiaries 16 0 0 4,581.1 743.1<br />
Associates 17 233.0 200.6 125.8 135.8<br />
Investments 18 38.0 38.0 97.4 56.8<br />
Long term receivables 19 0 0 703.1 841.8<br />
CURRENT ASSETS<br />
57,528.9 55,719.8 52,533.6 46,603.9<br />
Non-current assets held for sale 20 125.0 0 55.8 0<br />
Inventories 21 1,769.5 1,931.8 1,115.4 1,113.4<br />
Receivables, deposits and prepayments 22 2,921.8 3,415.4 2,204.6 2,501.4<br />
Current tax assets 11.6 10.0 0 0<br />
Amount due from subsidiaries 23 0 0 1,250.1 5,445.9<br />
Amount due from associates 45.3 43.6 34.6 30.7<br />
Short term investments 24 12.6 12.6 12.6 12.6<br />
Marketable securities 25 10.6 9.2 10.6 9.2<br />
Deposits, bank and cash balances 26 5,299.3 3,949.7 4,524.3 3,124.7<br />
CURRENT LIABILITIES<br />
10,195.7 9,372.3 9,208.0 12,237.9<br />
Payables 27 4,301.6 3,733.5 3,132.7 2,394.9<br />
Amount due to subsidiaries 23 0 0 1,403.4 1,781.2<br />
Amount due to associates 226.1 212.4 224.5 212.4<br />
Current taxation 226.1 184.6 221.3 175.1<br />
Short term borrowings 28 2,015.5 2,534.7 1,452.7 1,964.5<br />
6,769.3 6,665.2 6,434.6 6,528.1<br />
NET CURRENT ASSETS 3,426.4 2,707.1 2,773.4 5,709.8<br />
TOTAL ASSETS LESS<br />
CURRENT LIABILITIES 60,955.3 58,426.9 55,307.0 52,313.7<br />
The notes set out on pages 13 to 89 form an integral part of these financial statements<br />
<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Balance Sheets<br />
as at 31 August 2007 (Continued)<br />
Group<br />
Company<br />
Note 2007 2006 2007 2006<br />
RM’million RM’million RM’million RM’million<br />
NON-CURRENT LIABILITIES<br />
Borrowings 29 (21,963.9) (24,580.9) (14,898.8) (16,101.0)<br />
Amount due to subsidiaries 23 0 0 (3,621.1) (3,829.3)<br />
Consumer deposits 30 (2,319.6) (2,147.7) (2,186.0) (2,029.6)<br />
Employee benefits 31 (2,730.6) (2,314.1) (2,627.4) (2,221.3)<br />
Other liabilities (145.9) (72.3) (63.7) (72.2)<br />
Deferred taxation 32 (6,274.4) (6,424.6) (5,524.8) (5,758.4)<br />
Deferred income 33 (2,803.5) (2,675.8) (2,504.7) (2,400.6)<br />
Government development grants 34 (620.5) (665.0) 0 0<br />
(36,858.4) (38,880.4) (31,426.5) (32,412.4)<br />
TOTAL NET ASSETS 24,096.9 19,546.5 23,880.5 19,901.3<br />
CAPITAL AND RESERVES ATTRIBUTABLE TO EQUITY<br />
HOLDERS OF THE COMPANY<br />
Share capital 35 4,331.7 4,135.2 4,331.7 4,135.2<br />
Share premium 36 5,242.0 3,912.9 5,242.0 3,912.9<br />
Revaluation and other reserves 37 894.9 843.6 1,021.3 1,017.6<br />
Retained profits 38 13,530.0 10,533.5 13,285.5 10,835.6<br />
23,998.6 19,425.2 23,880.5 19,901.3<br />
MINORITY INTERESTS 98.3 121.3 0 0<br />
TOTAL EQUITY 24,096.9 19,546.5 23,880.5 19,901.3<br />
Sen<br />
Sen<br />
NET ASSETS PER SHARE* 554.0 470.0<br />
* The net assets per share attributable to ordinary equity holders of the Company.<br />
The notes set out on pages 13 to 89 form an integral part of these financial statements<br />
<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Statement of Changes in Equity<br />
for the financial year ended 31 August 2007<br />
Attributable to equity holders of the Company<br />
Employees’<br />
Ordinary<br />
Share<br />
shares of<br />
Option Revaluation<br />
RM1.00 Share Scheme and other Retained Minority Total<br />
Note each premium reserve reserves profits interests equity<br />
RM’million RM’million RM’million RM’million RM’million RM’million RM’million<br />
Group<br />
At 1 September 2006 4,135.2 3,912.9 0 843.6 10,533.5 121.3 19,546.5<br />
Currency translation differences 0 0 0 42.7 0 0 42.7<br />
Realisation of revaluation reserve 37 0 0 0 (27.1) 27.1 0 0<br />
Income and expense recognised<br />
directly in equity 0 0 0 15.6 27.1 0 42.7<br />
Profit for the year 0 0 0 0 4,061.1 6.5 4,067.6<br />
Total recognised income and<br />
expense for the year 0 0 0 15.6 4,088.2 6.5 4,110.3<br />
Transaction with minority interests<br />
in subsidiaries 0 0 0 0 0 (29.5) (29.5)<br />
Dividends paid for the year ended<br />
- 31.08.2006 12 0 0 0 0 (459.7) 0 (459.7)<br />
- 31.08.2007 12 0 0 0 0 (632.0) 0 (632.0)<br />
Employees’ Share Option Scheme<br />
- options granted 0 0 35.7 0 0 0 35.7<br />
Issuance of share capital<br />
- share options,<br />
GEB and CRIS 35, 36 196.5 1,329.1 0 0 0 0 1,525.6<br />
At 31 August 2007 4,331.7 5,242.0 35.7 859.2 13,530.0 98.3 24,096.9<br />
At 1 September 2005 3,220.7 3,989.6 0 844.7 8,030.5 115.3 16,200.8<br />
Currency translation differences 0 0 0 5.8 0 0 5.8<br />
Disposal of subsidiary 0 0 0 0 0 (30.4) (30.4)<br />
Realisation of revaluation reserve 37 0 0 0 (6.9) 6.9 0 0<br />
Income and expense recognised<br />
directly in equity 0 0 0 (1.1) 6.9 (30.4) (24.6)<br />
Profit for the year 0 0 0 0 2,126.9 34.8 2,161.7<br />
Total recognised income and<br />
expense for the year 0 0 0 (1.1) 2,133.8 4.4 2,137.1<br />
Transaction with minority interests<br />
in subsidiaries 0 0 0 0 0 1.6 1.6<br />
Dividends paid for the year ended<br />
- 31.08.2005 12 0 0 0 0 (279.4) 0 (279.4)<br />
Goodwill written back 0 0 0 0 5.7 0 5.7<br />
Issuance of share capital<br />
- share options,<br />
GEB and CRIS 35, 36 105.8 732.0 0 0 0 0 837.8<br />
- bonus shares 35, 36 808.7 (808.7) 0 0 0 0 0<br />
Waiver of term loan by<br />
Government of Malaysia 0 0 0 0 642.9 0 642.9<br />
At 31 August 2006 4,135.2 3,912.9 0 843.6 10,533.5 121.3 19,546.5<br />
The notes set out on pages 13 to 89 form an integral part of these financial statements<br />
<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Statement of Changes in Equity<br />
for the financial year ended 31 August 2007 (Continued)<br />
Non-distributable Distributable<br />
Employees’<br />
Ordinary<br />
Share<br />
shares of Option Revaluation<br />
RM1.00 Share Scheme and other Retained Total<br />
Note each premium reserve reserves profits equity<br />
RM’million RM’million RM’million RM’million RM’million RM’million<br />
Company<br />
At 1 September 2006 4,135.2 3,912.9 0 1,017.6 10,835.6 19,901.3<br />
Realisation of revaluation reserve 37 0 0 0 (27.1) 27.1 0<br />
Income and expense recognised<br />
directly in equity 0 0 0 (27.1) 27.1 0<br />
Profit for the year 0 0 0 0 3,514.5 3,514.5<br />
Total recognised income and<br />
expense for the year 0 0 0 (27.1) 3,541.6 3,514.5<br />
Dividends paid for the year ended<br />
- 31.08.2006 12 0 0 0 0 (459.7) (459.7)<br />
- 31.08.2007 12 0 0 0 0 (632.0) (632.0)<br />
Employees’ Share Option Scheme<br />
- options granted 0 0 30.8 0 0 30.8<br />
Issuance of share capital<br />
- share options,<br />
GEB and CRIS 35, 36 196.5 1,329.1 0 0 0 1,525.6<br />
At 31 August 2007 4,331.7 5,242.0 30.8 990.5 13,285.5 23,880.5<br />
At 1 September 2005 3,220.7 3,989.6 0 1,028.7 9,568.0 17,807.0<br />
Realisation of revaluation reserve 37 0 0 0 (11.1) 11.1 0<br />
Income and expense recognised<br />
directly in equity 0 0 0 (11.1) 11.1 0<br />
Profit for the year 0 0 0 0 1,535.9 1,535.9<br />
Total recognised income and<br />
expense for the year 0 0 0 (11.1) 1,547.0 1,535.9<br />
Dividends paid for the year ended<br />
- 31.08.2006 12 0 0 0 0 (279.4) (279.4)<br />
Issuance of share capital<br />
- share options,<br />
GEB and CRIS 35, 36 105.8 732.0 0 0 0 837.8<br />
- bonus shares 35, 36 808.7 (808.7) 0 0 0 0<br />
At 31 August 2006 4,135.2 3,912.9 0 1,017.6 10,835.6 19,901.3<br />
The notes set out on pages 13 to 89 form an integral part of these financial statements<br />
10<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Cash Flow Statements<br />
for the financial year ended 31 August 2007<br />
Group<br />
Company<br />
2007 2006 2007 2006<br />
Note RM’million RM’million RM’million RM’million<br />
CASH FLOWS FROM OPERATING ACTIVITIES<br />
Profit for the year 4,067.6 2,161.7 3,514.5 1,535.9<br />
Adjustments for:<br />
Taxation and Zakat 698.3 595.1 609.9 464.7<br />
Depreciation 3,199.9 3,298.7 2,595.2 2,648.4<br />
Amortisation of prepaid<br />
operating leases 22.1 21.8 14.7 14.4<br />
Amortisation of coal mining rights 10.7 10.8 0 0<br />
Provision for employee benefits 649.2 295.1 638.0 285.8<br />
Provision for share options 35.7 0 30.8 0<br />
Translation gain (452.3) (491.3) (288.2) (324.1)<br />
Release of deferred income (326.9) (340.4) (291.8) (277.1)<br />
Gain on disposal of property,<br />
plant and equipment (29.1) (13.2) (29.0) (12.7)<br />
Gain on disposal of prepaid<br />
operating leases (4.0) 0 (4.0) 0<br />
Loss on disposal of subsidiaries 0 1.2 0 1.2<br />
Share of results of associates (42.4) (14.6) 0 0<br />
Dividend income (4.4) (2.5) (4.8) (2.9)<br />
Interest income (201.6) (134.5) (463.0) (385.6)<br />
Interest on borrowings 1,196.0 1,443.6 866.7 1,005.5<br />
Property, plant and equipment<br />
written off 5.3 170.3 0 94.8<br />
Release of Government development<br />
grants (44.5) (47.3) 0 0<br />
Allowance for diminution in value<br />
of coal mining rights 200.0 0 0 0<br />
Allowance for diminution in value<br />
of subsidiaries 0 0 0 71.9<br />
(Write-back)/allowance for diminution<br />
in value of marketable securities (1.4) 0.2 (1.4) 0.2<br />
Allowance for/(write-back) diminution<br />
in value of investments 0.1 1.7 (40.6) 42.3<br />
Allowance for/(write-back)<br />
inventory obsolescence 5.9 (34.5) 5.9 (34.5)<br />
Inventories written off 34.3 47.8 33.9 47.8<br />
Goodwill written off (3.4) 0 0 0<br />
9,015.1 6,969.7 7,186.8 5,176.0<br />
Inventories 128.0 (101.4) (41.8) (124.5)<br />
Receivables 561.4 244.7 326.7 622.8<br />
Payables 553.7 267.8 822.2 (64.4)<br />
Amount due from/to subsidiaries 0 0 (73.6) 81.2<br />
Amount due from/to associates 12.0 (27.4) 8.2 (16.4)<br />
Cash generated from operations 10,270.2 7,353.4 8,228.5 5,674.7<br />
Employee benefits paid (232.7) (229.2) (231.9) (227.4)<br />
Consumer contributions received 454.6 510.3 395.9 406.7<br />
Consumer deposits received 171.8 195.4 156.4 184.3<br />
Taxation and Zakat paid (798.7) (198.9) (797.2) (196.9)<br />
Taxation refund received 0 1.9 0 0<br />
Net cash flow from operating activities 9,865.2 7,632.9 7,751.7 5,841.4<br />
The notes set out on pages 13 to 89 form an integral part of these financial statements<br />
11<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Cash Flow Statements<br />
for the financial year ended 31 August 2007 (Continued)<br />
CASH FLOWS FROM INVESTING ACTIVITIES<br />
Group<br />
Company<br />
2007 2006 2007 2006<br />
Note RM’million RM’million RM’million RM’million<br />
Additional investment in subsidiaries (26.1) 0 (42.2) 0<br />
Proceeds from disposal of associates 0 0.1 0 7.4<br />
Proceeds from redemption of<br />
unsecured loan notes in a subsidiary 4.2 0 4.2 0<br />
Proceeds from redemption<br />
of unsecured loan notes in an associate 10.0 0 10.0 0<br />
Proceeds from redemption<br />
of redeemable preference<br />
shares in an associate 0 16.0 0 16.0<br />
Dividend income received 3.9 0.4 3.9 1.6<br />
Interest income received 253.7 241.8 232.2 218.7<br />
Purchase of property, plant and equipment (5,063.6) (3,982.2) (4,574.0) (3,612.2)<br />
Payments for prepaid operating leases (16.6) (7.3) (16.6) (7.3)<br />
Proceeds from disposal of property,<br />
plant and equipment 47.6 21.8 47.6 21.8<br />
Proceeds from disposal of prepaid<br />
operating leases 8.5 0 8.5 0<br />
Net cash flow from investing activities (4,778.4) (3,709.4) (4,326.4) (3,354.0)<br />
CASH FLOWS FROM FINANCING ACTIVITIES<br />
Government development grants received 0 26.3 0 0<br />
Proceeds from issuance of shares 1,525.6 837.8 1,525.6 837.8<br />
Proceeds from long term borrowings 782.1 3,600.8 622.0 1,495.1<br />
Repayments of long term borrowings (3,446.0) (5,087.2) (2,072.8) (2,050.5)<br />
Interest paid (1,483.7) (1,658.5) (1,008.8) (1,108.7)<br />
Dividends paid to shareholders (1,091.7) (279.4) (1,091.7) (279.4)<br />
Proceeds from short term borrowings 32.4 164.0 0 0<br />
Repayments of short term borrowings (48.9) (424.1) 0 (244.3)<br />
Issue of shares to minority interests 0 1.6 0 0<br />
Net cash flow from financing activities (3,730.2) (2,818.7) (2,025.7) (1,350.0)<br />
NET INCREASE IN CASH AND<br />
CASH EQUIVALENTS 1,356.6 1,104.8 1,399.6 1,137.4<br />
EFFECT OF CHANGES IN<br />
FOREIGN CURRENCY (7.0) (4.5) 0 0<br />
CASH AND CASH EQUIVALENTS<br />
AT BEGINNING OF THE FINANCIAL YEAR 3,949.7 2,849.4 3,124.7 1,987.3<br />
CASH AND CASH EQUIVALENTS<br />
AT END OF THE FINANCIAL YEAR 26 5,299.3 3,949.7 4,524.3 3,124.7<br />
Deposits, held in trust* 0 (0.6) 0 0<br />
Cash at bank, held in trust* (65.6) (12.4) 0 0<br />
CASH AVAILABLE 5,233.7 3,936.7 4,524.3 3,124.7<br />
* Deposits and cash at bank held in trust are in respect of a grant given to a subsidiary by the Government for a<br />
designated capital project.<br />
The notes set out on pages 13 to 89 form an integral part of these financial statements<br />
12<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Notes to the Financial Statements<br />
for the financial year ended 31 August 2007<br />
1 GENERAL INFORMATION<br />
The Group and the Company are primarily involved in the business of the generation, transmission, distribution<br />
and sale of electricity and those tabulated in Note 16 to these financial statements.<br />
There have been no significant changes in these activities during the financial year.<br />
The Company is a public limited liability company, incorporated and domiciled in Malaysia and listed on the<br />
Main Board of Bursa Malaysia Securities <strong>Berhad</strong>.<br />
The address of the registered office of the Company is 129, Jalan Bangsar, 59200 Kuala Lumpur, Malaysia.<br />
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES<br />
Unless otherwise stated, the following accounting policies have been applied consistently in dealing with items<br />
that are considered material in relation to the financial statements. These policies have been consistently applied<br />
to all the years presented, unless otherwise stated.<br />
(a)<br />
Basis of preparation<br />
The financial statements of the Group and the Company have been prepared in accordance with the<br />
provisions of the Companies Act 1965 and Financial Reporting Standards (‘FRS’), the MASB Approved<br />
Accounting Standards in Malaysia for Entities Other than Private Entities.<br />
The financial statements have been prepared under the historical cost convention except as disclosed in<br />
this summary of significant accounting policies.<br />
The preparation of financial statements in conformity with FRS requires the use of certain critical accounting<br />
estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of<br />
contingent assets and liabilities at the date of the financial statements, and the reported amounts of<br />
revenues and expenses during the reported period. It also requires Directors to exercise their judgement<br />
in the process of applying the Group’s accounting policies. Although these estimates and judgement are<br />
based on the Directors’ best knowledge of current events and actions, actual results may differ.<br />
The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates<br />
are significant to the financial statements, are disclosed in Note 3 to these financial statements.<br />
(i) Standards, amendments to published standards and interpretations that are effective<br />
The new accounting standards, amendments to published standards and interpretations<br />
to existing standards effective and applicable for the Group’s and the Company’s financial periods<br />
beginning on or after 1 September 2006 are as follows:<br />
FRS 2<br />
FRS 3<br />
FRS 5<br />
FRS 101<br />
FRS 102<br />
FRS 108<br />
FRS 110<br />
FRS 116<br />
FRS 121<br />
FRS 127<br />
FRS 128<br />
FRS 132<br />
FRS 133<br />
FRS 136<br />
FRS 138<br />
FRS 140<br />
Share-based Payment<br />
Business Combinations<br />
Non-current Assets Held for Sale and Presentation of Discontinued Operations<br />
Presentation of Financial Statements<br />
Inventories<br />
Accounting Policies, Changes in Accounting Estimates and Errors<br />
Events After the Balance Sheet Date<br />
Property, Plant and Equipment<br />
The Effect of Changes in Foreign Exchange Rates<br />
Consolidated and Separate Financial Statements<br />
Investments in Associates<br />
Financial Instruments: Disclosure and Presentation<br />
Earnings Per Share<br />
Impairment of Assets<br />
Intangible Assets<br />
Investment Property<br />
Amendment to FRS 119 2004<br />
Employee Benefits – Actuarial Gains and Losses, Group Plans and<br />
Disclosures – in relation to the “asset ceiling” test.<br />
13<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Notes to the Financial Statements<br />
for the financial year ended 31 August 2007 (Continued)<br />
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)<br />
(a)<br />
Basis of preparation (Continued)<br />
(i) Standards, amendments to published standards and interpretations that are effective<br />
(Continued)<br />
All changes in accounting policies have been made in accordance with the transition<br />
provisions in the respective standards and amendments to published standards. All standards,<br />
amendments and interpretations adopted by the Group and the Company require retrospective<br />
application other than:<br />
FRS 2 – retrospective application for all equity instruments granted after 31 December<br />
2004 and not vested at 1 September 2006;<br />
FRS 3 – prospectively for business combinations for which the agreement date is on or<br />
after 1 September 2006;<br />
FRS 5 – prospectively to non-current assets (or disposal groups) that meet the criteria<br />
to be classified as non-current assets held for sale and to operations that meet<br />
the criteria to be classified as discontinued on or after 1 September 2006;<br />
FRS 116 – the exchange of property, plant and equipment is accounted at fair value<br />
prospectively;<br />
FRS 121 – prospective accounting for goodwill and fair value adjustments as part of<br />
foreign operations;<br />
FRS 136 – applies to goodwill and intangible assets acquired in business combinations<br />
& 138<br />
for which the agreement date is on or after 1 September 2006 and all other<br />
assets prospectively from 1 September 2006.<br />
A summary of the impact of the new accounting standards, amendments to published<br />
standards and interpretations to existing standards on the financial statements of the Group and the<br />
Company is set out in Note 44 to these financial statements.<br />
(ii) Standards, amendments to published standards and interpretations to existing standards<br />
that are not yet effective and have been early adopted<br />
FRS 117 – retrospective application for leasehold land reclassified as prepaid operating<br />
leases.<br />
(iii) Standards, amendments to published standards and interpretations to existing standards<br />
that are not yet effective and have not been early adopted<br />
The new standards, amendments to published standards and interpretations that are<br />
mandatory for the Group’s and the Company’s financial periods beginning on or after 1 September<br />
2007 or later periods, but which the Group and the Company have not early adopted are as follows:<br />
FRS 124 – Related Party Disclosures (effective for accounting periods beginning on or<br />
after 1 October 2006). This standard will affect the identification of related<br />
parties and certain other related party disclosures. The Group will apply this<br />
standard from financial periods beginning 1 September 2007.<br />
FRS 139 - Financial Instruments: Recognition and Measurement (effective date yet to<br />
be determined by Malaysian Accounting Standards Board). This new standard<br />
establishes principles for recognising and measuring financial assets, financial<br />
liabilities and certain contracts to buy and sell non-financial items. Hedge<br />
accounting is permitted only under strict circumstances. The Group and the<br />
Company will apply this standard when it becomes effective.<br />
14<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)<br />
Notes to the Financial Statements (Continued)<br />
(a)<br />
Basis of preparation (Continued)<br />
(iii) Standards, amendments to published standards and interpretations to existing standards<br />
that are not yet effective and have not been early adopted (Continued)<br />
Amendment to FRS 119 2004<br />
Employee Benefits – Actuarial Gains and Losses, Group Plans and<br />
Disclosures (effective for accounting periods beginning on or after 1 January 2007). This<br />
amendment introduces the option of an alternative recognition approach for actuarial gains<br />
and losses. It may impose additional recognition requirements for multi-employer plans where<br />
insufficient information is available to apply defined benefit accounting. It may add new<br />
disclosure requirements.<br />
MASB also issued the following revised standards, amendments to published<br />
standards and interpretations which are only effective for annual periods on or after 1 July 2007.<br />
The Group and the Company will apply these standards and interpretations from financial periods<br />
beginning 1 September 2007.<br />
FRS 107 - Cash Flow Statements<br />
FRS 111 - Construction Contracts<br />
FRS 112 - Income Taxes<br />
FRS 118 - Revenue<br />
FRS 120 - Accounting for Government Grants and Disclosure of Government Assistance<br />
FRS 134 - Interim Financial Reporting<br />
FRS 137 - Provisions, Contingent Liabilities and Contingent Assets<br />
Amendments to FRS 121 The Effects of Changes in Foreign Rates – Net Investment in Foreign<br />
Operations<br />
IC Interpretation 8 – Scope of FRS 2<br />
With the exception of FRS 139, the above standards, amendments to published<br />
standards and interpretations to existing standards are not anticipated to have any significant impact<br />
to the financial position of both the Group and the Company.<br />
(iv) Standards, amendments to published standards and interpretations to existing<br />
standards that are not yet effective and will not be relevant or material for the Group’s operations<br />
FRS 6 - Exploration for and Evaluation of Mineral Resources (effective for<br />
accounting periods beginning on or after 1 January 2007).<br />
IC Interpretation 1 -<br />
IC Interpretation 2 -<br />
IC Interpretation 5 -<br />
IC Interpretation 6 -<br />
IC Interpretation 7 -<br />
Changes in Existing Decommissioning, Restoration and Similar Liabilities<br />
(effective for accounting periods beginning on or after 1 July 2007).<br />
Members’ Shares in Co-operative Entities and Similar Instruments<br />
(effective for accounting periods beginning on or after 1 July 2007).<br />
Rights to Interests arising from Decommissioning, Restoration and<br />
Environment Rehabilitation Funds (effective for accounting periods<br />
beginning on or after 1 July 2007).<br />
Liabilities arising from Participating in a Specific Market – Waste<br />
Electrical and Electronic Equipment (effective for accounting periods<br />
beginning on or after 1 July 2007).<br />
Applying the Restatement Approach under FRS 129 2004<br />
Financial<br />
Reporting in Hyperinflationary Economies (effective for accounting<br />
periods beginning on or after 1 July 2007).<br />
15<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Notes to the Financial Statements<br />
for the financial year ended 31 August 2007 (Continued)<br />
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)<br />
(b)<br />
Subsidiaries<br />
Subsidiaries are those corporations or other entities (including special purpose entities) in which the<br />
Group has power to exercise control over the financial and operating policies so as to obtain benefits from<br />
their activities, generally accompanying a shareholding of more than one half of the voting rights. The<br />
existence and effect of potential voting rights that are currently exercisable or convertible are considered<br />
when assessing whether the Group controls another entity.<br />
Subsidiaries are consolidated using the purchase method of accounting.<br />
Under the purchase method of accounting, subsidiaries are fully consolidated from the date on which<br />
control is transferred to the Group and are de-consolidated from the date that control ceases. The cost<br />
of an acquisition is measured as fair value of the assets given, equity instruments issued and liabilities<br />
incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition.<br />
Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination<br />
are measured initially at their fair values at the acquisition date, irrespective of the extent of any minority<br />
interests. The excess of the cost of acquisition over the fair value of the Group’s share of the identifiable net<br />
assets acquired at the date of acquisition is reflected as goodwill (see Note 2(e)). If the cost of acquisition<br />
is less than the fair value of the net assets of the subsidiary acquired, the difference is recognised directly<br />
in the income statement.<br />
Minority interests represent that portion of the profit or loss and net assets of a subsidiary attributable<br />
to equity interests that are not owned, directly or indirectly through subsidiaries, by the parent. It is<br />
measured at the minorities’ share of the fair value of the subsidiaries’ identifiable assets and liabilities at<br />
the acquisition date and the minorities’ share of changes in the subsidiaries’ equity since that date.<br />
Where more than one exchange transaction is involved, any adjustment to the fair values of the subsidiary’s<br />
identifiable assets, liabilities and contingent liabilities relating to previously held interests of the Group is<br />
accounted for as a revaluation.<br />
Intragroup transactions, balances and unrealised gains or losses on transactions between Group companies<br />
are eliminated. Unrealised losses are also eliminated but considered an impairment indicator of the asset<br />
transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency<br />
with the policies adopted by the Group.<br />
The gain or loss on disposal of a subsidiary is the difference between net disposal proceeds and the Group’s<br />
share of the subsidiaries net assets as of the date of disposal including the cumulative amount of any<br />
exchange differences that relate to the subsidiary is recognised in the Consolidated Income Statement.<br />
(c)<br />
Transactions with minority interests<br />
The Group applies a policy of treating transactions with minority interests as transactions with equity<br />
owners of the Group. For purchases from minority interests, the difference between any consideration<br />
paid and the relevant share of the carrying value of net assets of the subsidiary acquired is deducted<br />
from equity. Gains or losses on disposals to minority interests are also recorded in equity. For disposals to<br />
minority interests, differences between any proceeds received and the relevant share of minority interests<br />
are also recorded in equity.<br />
(d)<br />
Associates<br />
Associates are enterprises in which the Group exercises significant influence. Significant influence is the<br />
power to participate in the financial and operating policy decisions of the associates but not control over<br />
those policies.<br />
Investments in associates are accounted for in the Consolidated Financial Statements using the equity<br />
method of accounting and are initially recognised at cost. The Group’s investment in associates includes<br />
goodwill identified on acquisition, net of any accumulated impairment loss (see Note 2(e)).<br />
16<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)<br />
Notes to the Financial Statements (Continued)<br />
(d)<br />
Associates (Continued)<br />
The Group’s share of its associates’ post-acquisition profits or losses is recognised in the Consolidated<br />
Income Statement, and its share of post-acquisition movements in reserves is recognised in reserves. The<br />
cumulative post-acquisition movements are adjusted against the carrying amount of the investment.<br />
When the Group’s share of losses in an associate equals or exceeds its interest in the associate, including<br />
any other unsecured receivables, the Group’s interest is reduced to nil and recognition of further losses is<br />
discontinued except to the extent that the Group has incurred legal or constructive obligations or made<br />
payments on behalf of the associate.<br />
Unrealised profits on transactions between the Group and the associates are eliminated partially to the<br />
extent of the Group’s interest in the associates; unrealised losses are also eliminated unless the transaction<br />
provides evidence on impairment of the asset transferred. Where necessary, in applying the equity method,<br />
adjustments are made to the financial statements of associates to ensure consistency of accounting policies<br />
with those of the Group.<br />
Dilution of gains and losses in associates are recognised in the Consolidated Income Statement.<br />
For incremental interest in an associate, the date of acquisition is date at which significant influence is<br />
obtained. Goodwill is calculated at each purchase date based on the fair value of assets and liabilities<br />
identified. The previously acquired stake is stepped up to fair value and the share of profits and equity<br />
movements for the previously acquired stake are not recognised since they are embedded in the step up.<br />
(e)<br />
Goodwill<br />
Goodwill represents the excess of the cost of the acquisition over the Group share of the fair value of the<br />
identifiable net assets including contingent liabilities of subsidiaries, associates and joint ventures at the<br />
date of the acquisition.<br />
Capitalised goodwill is tested for impairment at least annually, or if events or circumstances occur indicating<br />
that impairment may exist.<br />
Goodwill and fair value adjustment arising from the acquisition from a foreign entity are treated as assets<br />
and liabilities of the acquiring entity and are recorded at the exchange rate at the date of acquisition.<br />
(f)<br />
Property, plant and equipment<br />
Property, plant and equipment are stated at cost or valuation less accumulated depreciation and impairment<br />
losses. Cost includes expenditure that is directly attributable to the construction or acquisition of the items<br />
and bringing them to the location and condition so as to render them operational in the manner intended<br />
by the Group. The Group allocates the cost of an item of property, plant and equipment to its significant<br />
system and component parts.<br />
The Directors have applied the transitional provisions of International Accounting Standard No. 16<br />
(Revised) “Property, Plant and Equipment” as adopted by the Malaysian Accounting Standards Board<br />
which allow the freehold land, buildings and civil works to be stated at their previous years’ valuations<br />
less depreciation.<br />
Surpluses arising on revaluation are credited to the revaluation reserve account. Any deficit arising from<br />
revaluation is charged against the revaluation reserve to the extent of a previous surplus held in the<br />
revaluation reserve for the same asset. In all other cases, a decrease in the carrying amount is charged to<br />
the income statement.<br />
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate,<br />
only when it is probable that future economic benefits associated with the item will flow to the Group and<br />
the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised.<br />
The cost of major overhaul/inspection is recognised in the asset’s carrying amount as a replacement and<br />
the remaining carrying amount of the previous major overhaul/inspection is derecognised.<br />
17<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Notes to the Financial Statements<br />
for the financial year ended 31 August 2007 (Continued)<br />
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)<br />
(f)<br />
Property, plant and equipment (Continued)<br />
Major spare parts and standby equipment are recognised as assets when the Group expects to use them<br />
during more than one period. Similarly, if the spare parts and servicing equipment can be used only in<br />
connection with an item of property, plant and equipment, they are accounted for as property, plant and<br />
equipment.<br />
Gains and losses on disposal of property, plant and equipment are determined by reference to their<br />
carrying amount and are taken into account in determining profit/(loss) before taxation. On disposal of<br />
revalued assets, the amount in revaluation reserve relating to those property, plant and equipment are<br />
transferred to retained profits.<br />
Freehold land and capital project-in-progress are not depreciated.<br />
Depreciation is provided on all other categories of property, plant and equipment on a straight line basis<br />
which reflects the estimated useful lives of the assets.<br />
The estimated useful lives of property, plant and equipment are as follows:<br />
Buildings and civil works<br />
Plant and machinery<br />
Lines and distribution mains<br />
Distribution services<br />
Meters<br />
Public lighting<br />
Furniture, fittings and office equipment<br />
Motor vehicles<br />
10 to 60 years<br />
10 to 40 years<br />
25 to 35 years<br />
20 years<br />
15 years<br />
15 to 25 years<br />
3 to 10 years<br />
5 to 10 years<br />
Where an indication of impairment exists, the carrying amount of the asset is assessed and written down<br />
immediately to its recoverable amount (see Note 2(n)).<br />
(g)<br />
Prepaid operating leases<br />
The Directors have applied the transitional provisions of FRS No. 117 “Leases”, treating the leasehold land<br />
as prepaid operating leases which was previously classified within property, plant and equipment and<br />
allow the Group to retain the unamortised revalued amount of the previously revalued leasehold land<br />
as the surrogate carrying amount of prepaid operating leases and such prepaid operating leases shall be<br />
amortised on a straight line basis over the lease term.<br />
Leasehold land is amortised over the remaining period of the respective leases ranging from 5 to 99 years<br />
on a straight line basis.<br />
(h)<br />
Non-current assets held for sale<br />
The Group shall classify a non-current asset as held for sale if its carrying amount will be recovered<br />
principally through a sale transaction rather than through continuing use.<br />
The assets classified as non-current assets held for sale will be measured at the lower of its carrying amount<br />
and fair value less costs to sell.<br />
No depreciation or amortisation is provided against the assets while it is classified as non-current assets<br />
held for sale.<br />
The assets shall be derecognised on disposal and the difference between the net disposal proceeds and the<br />
carrying amount is recognised as profit or loss in the period of disposal.<br />
An asset that ceases to be classified as non-current assets held for sale shall be measured at the lower of<br />
its carrying amount before the asset was classified as non-current assets held for sale, adjusted for any<br />
depreciation, amortisation or revaluations that would be recognised had the asset not be classified as<br />
non-current assets held for sale, and its recoverable amount at the date of the subsequent decision not to<br />
sell.<br />
18<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)<br />
Notes to the Financial Statements (Continued)<br />
(i)<br />
Intangible assets<br />
Expenditure on acquired rights, patents, trademarks and licenses is capitalised and amortised using the<br />
straight line method over their estimated useful lives. Intangible assets are not revalued.<br />
(j)<br />
Research and development<br />
Expenditure on research activities, undertaken with the prospect of gaining new scientific or technical<br />
knowledge and understanding, is recognised in the income statement as an expense as incurred.<br />
Expenditure on development activities, whereby research findings are applied to a plan or design for<br />
the production of new or substantially improved products and processes, is capitalised if the product or<br />
process is technically and commercially feasible and the Group has sufficient resources to complete the<br />
development.<br />
Capitalised development costs are recognised as intangible assets and amortised from the point at which<br />
the asset is ready for use on a straight-line basis over its useful life.<br />
(k)<br />
Capitalisation of interest<br />
Interest incurred on external borrowings related to long term projects-in-progress is capitalised until the<br />
assets are ready for their intended use.<br />
(l)<br />
Investments<br />
Investments in subsidiaries and associates held for long term are stated at cost, less allowance for any<br />
diminution in their value. Diminution in the value of an investment is recognised as an expense in the<br />
financial year in which the diminution is identified.<br />
Investments in other non-current investments are shown at cost and an allowance for diminution in value<br />
is made where, in the opinion of the Directors, there is a decline other than temporary in the value of such<br />
investments. Where there has been a decline other than temporary in the value of an investment, such a<br />
decline is recognised as an expense in the financial year.<br />
On disposal of an investment, the difference between net disposal proceeds and the carrying amount is<br />
charged or credited to the income statement, as the case may be.<br />
(m)<br />
Marketable securities and short term investments<br />
Marketable securities and short term investments are stated at the lower of cost and market value on an<br />
aggregate portfolio basis. Cost is derived at on the weighted average basis. Market value is calculated by<br />
reference to the relevant stock exchange quoted selling prices at the close of business at the balance sheet<br />
date. Any write downs to the market value of investments or subsequent write backs to cost are dealt with<br />
through the income statement.<br />
(n)<br />
Impairment of assets<br />
Property, plant and equipment and other non-current assets, including intangible assets, are reviewed<br />
for impairment losses whenever events or changes in circumstances indicate that the carrying amount<br />
may not be recoverable. Impairment loss is recognised for the amount by which the carrying amount of<br />
the asset exceeds its recoverable amount. The recoverable amount is the higher of fair value less cost to<br />
sell. For the purposes of assessing impairment, assets are grouped at the lowest level for which there are<br />
separately identifiable cash flows.<br />
Impairment loss is charged to the income statement unless it reverses a previous revaluation in which case<br />
it is charged to the revaluation surplus. Any subsequent increase in recoverable amount is recognised in<br />
the income statement unless it reverses an impairment loss on a revalued asset in which case it is taken to<br />
revaluation surplus.<br />
(o)<br />
Deferred income<br />
Contributions received from customers to defray the cost of capital projects are credited to the deferred<br />
income account. The amount in this account is released to the income statement on a straight line basis<br />
over 15 years, being the average useful life of such projects.<br />
19<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Notes to the Financial Statements<br />
for the financial year ended 31 August 2007 (Continued)<br />
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)<br />
(p)<br />
Operating leases<br />
Assets leased out as operating leases are included within property, plant and equipment in the balance<br />
sheet and they are depreciated over their expected useful lives on a basis consistent with similar assets.<br />
(q)<br />
Inventories<br />
Inventories are stated at the lower of cost and net realisable value.<br />
Cost of work-in-progress and finished goods comprise raw materials, direct labour and a proportion of the<br />
production overheads. Cost is determined on the weighted average and first-in-first-out basis.<br />
Net realisable value is the estimated selling price in the ordinary course of business, less the costs of<br />
completion and selling expenses.<br />
(r)<br />
Trade receivables<br />
Trade receivables are carried at anticipated realisable value. Bad debts are written off in the period in which<br />
they are identified. An allowance is made for doubtful receivables based on review of all outstanding<br />
amounts at the financial year end.<br />
(s)<br />
Trade payables<br />
Trade payables are stated at cost, which is the fair value of the consideration to be paid in the future for<br />
the goods and services received.<br />
(t)<br />
Cash and cash equivalents<br />
For the purpose of the cash flow statement, cash and cash equivalents comprise cash in hand, deposits held<br />
at call with banks, bank overdrafts and short term, highly liquid investments that are readily convertible<br />
to known amounts of cash and which are subject to an insignificant risk of changes in value.<br />
(u)<br />
Share capital<br />
(i) Classification<br />
Ordinary shares and non-redeemable preference shares with discretionary dividends<br />
are classified as equity. Other shares are classified as equity and/or liability according to the economic<br />
substance of the particular instrument.<br />
The portion of a convertible bond representing the value of the conversion option<br />
at the time of issue is included in equity (see Note 2(v) on borrowings). The value of the conversion<br />
option is not changed in subsequent periods. Upon conversion of the bond to equity shares, the<br />
amount credited to share capital and share premium is the aggregate of the amounts classified within<br />
liability and equity at the time of conversion. No gain or loss is recognised. If the bond is redeemed,<br />
the conversion option is transferred to retained earnings.<br />
Distributions to holders of a financial instrument classified as an equity instrument are<br />
charged directly to equity.<br />
(ii) Share issue costs<br />
Incremental external costs directly attributable to the issuance of new shares or options<br />
are shown in equity as a deduction, net of tax, from the proceeds.<br />
(iii) Dividends to shareholders of the Company<br />
Dividends on redeemable preference shares are recognised as a liability and expressed on<br />
an accrual basis. Other dividends are recognised as a liability in the period in which they are declared.<br />
20<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)<br />
Notes to the Financial Statements (Continued)<br />
(v)<br />
Borrowings<br />
Borrowings are initially recognised based on the proceeds received. The costs of issuing debt instruments<br />
are expensed as and when incurred.<br />
Interest and dividends on financial instruments deemed as borrowings are reported within finance cost in<br />
the income statement.<br />
(w)<br />
Income tax<br />
Current tax expense is determined according to Malaysia’s tax laws.<br />
Deferred tax is recognised in full, using the liability method, on temporary differences arising between the<br />
amounts attributed to assets and liabilities for tax purposes and their carrying amounts in the financial<br />
statements.<br />
Deferred tax assets are recognised to the extent that it is probable that taxable profit will be available<br />
against which the deductible temporary differences, unused tax losses and unutilised tax credits can be<br />
utilised.<br />
Deferred tax is recognised on temporary differences arising on investments in subsidiaries, associates and<br />
joint ventures except where the timing of the reversal of the temporary difference can be controlled and<br />
it is probable that the temporary difference will not reverse in the foreseeable future.<br />
Tax rates enacted or substantively enacted by the balance sheet date are used to determine deferred tax.<br />
(x)<br />
Employee benefits<br />
(i) Short term employee benefits<br />
Wages, salaries, paid annual leave, bonuses, and non-monetary benefits are accrued<br />
in the financial year in which the services are rendered by employees of the Group.<br />
(ii) Post-employment benefits<br />
The Group has various post-employment benefit schemes which are either defined<br />
contribution or defined benefit plans.<br />
Defined contribution plans<br />
The Group’s contributions to defined contribution plans are charged to the income<br />
statement in the financial year to which they relate. Once the contributions have been paid, the<br />
Group has no further payment obligations.<br />
Defined benefit plans<br />
The Group makes contributions to the Company’s Retirement Benefit Plan, a defined<br />
benefit plan and approved fund independent of the Company’s finances. A book provision is also<br />
provided by the Company as the contribution rate required to fund the benefits under the said plan<br />
is in excess of the Inland Revenue maximum limit. The Group and the Company also provide for a post<br />
retirement medical plan for certain employees.<br />
The liability in respect of a defined benefit plan is the present value of the defined<br />
benefit obligation at the balance sheet date minus the fair value of plan assets, together with<br />
adjustments for actuarial gains/losses and past service cost. The Group determines the present value<br />
of the defined benefit obligation and the fair value of any plan assets with sufficient regularity such<br />
that the amounts recognised in the financial statements do not differ materially from the amounts<br />
that would be determined at the balance sheet date.<br />
The defined benefit obligation, calculated using the Projected Unit Credit Method, is<br />
determined by an independent actuarial firm, considering the estimated future cash outflows using<br />
market yields at balance sheet date of Government securities which have currency and terms to maturity<br />
approximating the terms of the related liability. The last revaluation was done in February 2007.<br />
21<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Notes to the Financial Statements<br />
for the financial year ended 31 August 2007 (Continued)<br />
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)<br />
(x)<br />
Employee benefits (Continued)<br />
(ii) Post-employment benefits (Continued)<br />
Defined benefit plans (Continued)<br />
The amount of net actuarial gains and losses are credited or charged to the income<br />
statement, as the case may be, over the expected average remaining service lives of the participating<br />
employees.<br />
(iii) Share-based compensation<br />
The Group has applied the provision of FRS 2 to all equity instruments granted after<br />
31 December 2004 but not yet vested as at 1 September 2006, the effective date the Group adopted<br />
this FRS.<br />
The Group operates an equity-settled, share-based compensation plan for the<br />
employees of the Group. Employee services received in exchange for the grant of the share options<br />
is recognised as an expense in the income statement over the vesting periods of the grant with a<br />
corresponding increase in equity.<br />
The total amount to be expensed over the vesting period is determined by reference<br />
to the fair value of the share options granted, excluding the impact of any non-market vesting<br />
conditions (for example, profitability and sales growth targets). Non-market vesting conditions are<br />
included in assumptions about the number of options that are expected to be vested. At each balance<br />
sheet date, the Group revises its estimates of the number of share options that are expected to be<br />
vested. It recognises the impact of the revision of original estimates, if any, in the income statement,<br />
with a corresponding adjustment to equity.<br />
The proceeds received net of any directly attributable transaction costs are credited<br />
to share capital (nominal value) and share premium when the options are exercised.<br />
(y)<br />
Government development grants<br />
Government development grants relating to the construction of property, plant and equipment are included<br />
in long term liabilities and are credited to the income statement on a straight line basis over 15 years.<br />
(z)<br />
Contingent liabilities<br />
The Group does not recognise a contingent liability but discloses its existence in the financial statements. A<br />
contingent liability is a possible obligation that arises from past events whose existence will be confirmed<br />
by uncertain future events beyond the control of the Group or a present obligation that is not recognised<br />
because it is not probable that an outflow of resources will be required to settle the obligation.<br />
(aa)<br />
Revenue recognition<br />
Sales are recognised upon invoiced value of services delivered net of billing adjustments.<br />
Other operating income earned by the Group and the Company comprises interest and leasing income<br />
as well as dividend income. Leasing income is accrued, unless collectibility is in doubt. Dividend income is<br />
recognised when the shareholders’ rights to receive payment is established.<br />
Interest income is recognised on a time proportion basis that takes into account the effective yield on the<br />
asset.<br />
(ab)<br />
Foreign currencies<br />
22<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007<br />
(i) Functional and presentation currency<br />
Items included in the financial statements of each of the Group’s entities are<br />
measured using the currency of the primary economic environment in which the entity operates<br />
(the ’functional currency’). The financial statements are presented in Ringgit Malaysia, which is the<br />
Company’s functional and presentation currency.
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)<br />
Notes to the Financial Statements (Continued)<br />
(ab)<br />
Foreign currencies (Continued)<br />
(ii) Transactions and balances<br />
Foreign currency transactions are translated into the functional currency using the<br />
exchange rates prevailing at the dates of the transactions. Monetary assets and liabilities in foreign<br />
currencies are translated at exchange rates ruling at the balance sheet date. All exchange differences<br />
are dealt with through the income statement.<br />
(iii) Group companies<br />
The results and financial position of all the group entities (none of which has<br />
the currency of a hyperinflationary economy) that have functional currencies different from the<br />
presentation currency are translated into the presentation currency as follows:<br />
• assets and liabilities for each balance sheet presented are translated at the closing<br />
rate at the date of that balance sheet;<br />
• income and expenses for each income statement are translated at average<br />
exchange rates (unless this average is not a reasonable approximation of the cumulative effect of<br />
the rates prevailing on the transaction dates, in which case income and expenses are translated at<br />
the rate on the dates of the transactions); and<br />
• all resulting exchange differences are recognised as a separate component of<br />
equity.<br />
On consolidation, exchange differences arising from the translation of the net investment in foreign<br />
operations are taken to shareholders’ equity. When a foreign operation is partially disposed of or sold,<br />
exchange differences that were recorded in equity are recognised in the income statement as part of the<br />
gain or loss on sale.<br />
Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and<br />
liabilities of the foreign entity and translated at the closing rate.<br />
The principal closing rates used in translation of foreign currency amounts were as follows:<br />
Foreign currency 2007 2006<br />
RM RM<br />
1 US Dollar 3.5090 3.6795<br />
100 Japanese Yen 3.0370 3.1448<br />
1 Sterling Pound 7.0582 6.9938<br />
100 Pakistani Rupee 5.7749 6.0909<br />
1 EURO 4.7843 4.7221<br />
(ac)<br />
Financial instruments<br />
(i) Description<br />
Financial instruments carried on the balance sheet include cash and bank balances,<br />
investments, receivables, payables, leases and borrowings. The particular recognition methods<br />
adopted are disclosed in the individual policy statements associated with each item.<br />
The Group and the Company are also parties to financial instruments that manage<br />
exposure to fluctuations in foreign currency exchange and interest rate. These financial instruments,<br />
which mainly comprise foreign currency forward contracts, cross currency swap contracts and interest<br />
rate swap contracts, are not recognised in the financial statements. Derivative financial instruments<br />
are used in the Group and the Company’s risk management of foreign currency and interest rate risk<br />
exposure of its financial liabilities.<br />
23<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Notes to the Financial Statements<br />
for the financial year ended 31 August 2007 (Continued)<br />
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)<br />
(ac)<br />
Financial instruments (Continued)<br />
(ii) Financial instruments not recognised on the balance sheet<br />
Foreign currency forward contracts<br />
The Group enters into foreign currency forward contracts to protect the Group from<br />
movements in exchange rates by establishing the rate at which a foreign currency asset or liability will<br />
be settled.<br />
Exchange gains and losses on contracts are recognised in the income statement at<br />
time of settlement.<br />
Cross currency swap contracts<br />
Cross currency swaps are entered into to manage exposure to movements in exchange<br />
rates by establishing the currency at which a foreign currency liability will be settled.<br />
The notional principal of these contracts are off balance sheet. Any differential in<br />
terms of exchange gains or losses are recognised in the income statement in the same period as the<br />
exchange differences on the underlying hedged items.<br />
Currency Options<br />
Currency options are designed to manage the Group’s exposure to protect the<br />
Group from movements in foreign currency. The notional principal of the contract is off balance<br />
sheet. The premium paid is expensed to the income statement when it is incurred. Gains or losses on<br />
early termination of currency options or on repayment of the borrowing are taken to the income<br />
statement.<br />
Interest rate swap contracts<br />
Interest rate swaps, collars and caps agreements are designed to manage the Group’s<br />
exposure to protect the Group from movements in interest rates. The notional principal of these<br />
contracts are off balance sheet. Any differential to be paid or received on an interest rate swap<br />
contract is recognised as a component of interest income or expense over the period of the contract.<br />
Gains and losses on early termination of interest rate swaps or on repayment of the borrowing are<br />
taken to the income statement.<br />
(iii) Fair value estimation for disclosure purposes<br />
In assessing the fair value of financial instruments, the Group and the Company make<br />
certain assumptions and apply the discounted cash flow method to discount future cash flows to<br />
determine the fair value of financial instruments. The fair values of financial liabilities are estimated<br />
by discounting future cash flows at current market interest rate available to the Group and the<br />
Company.<br />
Fair value of publicly traded derivatives and securities is based on quoted market<br />
prices at balance sheet date whereas the fair value of foreign currency forward contracts is calculated<br />
using spot rates, as published by Reuters, at balance sheet date.<br />
The fair value of cross currency swaps and currency options are calculated as the<br />
present value of the estimated future cash flows and/or valuation from the banks.<br />
The carrying amount for financial assets and liabilities with a maturity of less than<br />
one year are assumed to approximate their fair values.<br />
24<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)<br />
Notes to the Financial Statements (Continued)<br />
(ad)<br />
Rural electrification and projects under the Malaysia Plan<br />
(i) Rural electrification projects are capitalised as property, plant and equipment.<br />
(ii) The costs of the projects under the Malaysia Plan in the State of Sabah are only<br />
capitalised and accounted for as property, plant and equipment upon receipt of formal handover<br />
documentation. The corresponding amounts are recorded as Government development grants and<br />
such grants are credited to the income statement on a straight line basis over the same period as the<br />
expected economic life of the projects.<br />
3 CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS<br />
Estimates and judgements are continually evaluated by the Directors and are based on historical experience<br />
and other factors, including expectations of future events that are believed to be reasonable under the<br />
circumstances.<br />
(a)<br />
Critical judgement in applying the Group’s accounting policies<br />
In determining and applying accounting policies, judgement is often required in respect of items where the<br />
choice of specific policy could materially affect the reported results and financial position of the Group. The<br />
accounting policy to classify between investment properties and property, plant and equipment requires<br />
subjective judgements, often as a result of the need to make estimates about the effect of matters that<br />
are inherently uncertain.<br />
Investment property is a property held to earn rentals or for capital appreciation or both.<br />
Several properties comprise a portion that is held to earn rentals or for capital appreciation and another<br />
portion that is held for use in the production or supply of goods or services or for administrative purposes.<br />
If these portions could be sold (or leased out under a finance lease) separately, then these portions would<br />
be accounted separately by the Group.<br />
If the portions could not be sold separately, the property is an investment property only if an insignificant<br />
portion is held for use in the production or supply of goods or services or for administrative purposes.<br />
Judgement is made on an individual property basis to determine whether ancillary services are so significant<br />
that a property does not qualify as an investment property.<br />
During the year, the Group has leased out several land and office space but these do not meet the<br />
definition of an investment property either due to immateriality or classification. Accordingly, these<br />
properties continue to be classified as property, plant and equipment.<br />
(b)<br />
Critical accounting estimates and assumptions<br />
The Group makes estimates and assumptions concerning the future. The resulting accounting estimates<br />
will, by definition, rarely equate to the related actual results. To enhance the information content of the<br />
estimates, certain key variables that are anticipated to have a material impact on the Group’s results and<br />
financial position are tested for sensitivity to changes in the underlying parameters. The estimates and<br />
assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets<br />
and liabilities within the next financial year are outlined below.<br />
(i) Impairment of Property, Plant and Equipment<br />
The Group assesses impairment of assets whenever the events or changes in<br />
circumstances indicate that the carrying amount of an asset may not be recoverable i.e. the carrying<br />
amount of the asset is more than the recoverable amount.<br />
25<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Notes to the Financial Statements<br />
for the financial year ended 31 August 2007 (Continued)<br />
3 CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS (Continued)<br />
(b)<br />
Critical accounting estimates and assumptions (Continued)<br />
(i) Impairment of Property, Plant and Equipment (Continued)<br />
Recoverable amount is measured at the higher of the fair value less cost to sell for that<br />
asset and its value-in-use. The value-in-use is the net present value of the projected future cash flow<br />
derived from that asset discounted at an appropriate discount rate. Projected future cash flows are<br />
based on Group’s estimates calculated based on historical, sector and industry trends, general market<br />
and economic conditions, changes in technology and other available information. The assumptions<br />
used, results and conclusion of the impairment assessment are stated in the Note 13 to these financial<br />
statements.<br />
(ii) Estimated Useful Lives of Property, Plant and Equipment<br />
The Group regularly reviews the estimated useful lives of property, plant and<br />
equipment based on factors such as business plan and strategies, expected level of usage and future<br />
technological developments. Future results of operations could be materially affected by changes<br />
in these estimates brought about by changes in the factors mentioned above. A reduction in the<br />
estimated useful lives of property, plant and equipment would increase the recorded depreciation<br />
and decrease the value of property, plant and equipment.<br />
(iii) Share-based Payment<br />
Equity settled share-based payment (share options) is measured at fair values at the<br />
date they are granted. The assumptions used in the valuation to determine these fair values are<br />
explained in Note 35 to these financial statements.<br />
(iv) Contingent Liabilities<br />
Determination of the treatment of contingent liabilities is based on management’s<br />
view of the expected outcome of the contingencies after consulting legal counsel for litigation cases<br />
and internal and external experts to the Group for matters in the ordinary course of business.<br />
(v) Allowance for Receivables<br />
The allowance is established when there is objective evidence that the Group will not<br />
be able to collect all amount dues according to the original term of receivables. This is determined<br />
based on the ageing profile and collection patterns.<br />
4 REVENUE<br />
Group<br />
Company<br />
2007 2006 2007 2006<br />
RM’million RM’million RM’million RM’million<br />
Sale - electricity 22,384.0 19,707.4 21,108.8 18,538.0<br />
- goods and services 609.5 336.4 0 0<br />
Release of deferred income (Note 33) 326.9 340.4 291.8 277.1<br />
23,320.4 20,384.2 21,400.6 18,815.1<br />
26<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Notes to the Financial Statements (Continued)<br />
5 OPERATING EXPENSES<br />
Group<br />
Company<br />
2007 2006 2007 2006<br />
RM’million RM’million RM’million RM’million<br />
Energy cost 12,198.6 11,153.3 12,705.5 11,794.3<br />
Transmission cost 980.9 922.0 979.6 921.1<br />
Distribution cost 2,712.4 2,935.1 2,708.2 2,924.5<br />
Administrative expenses 1,340.2 901.1 854.4 479.1<br />
Other operating expenses 1,139.3 1,005.4 194.1 482.6<br />
Operating expenses include the following<br />
items:<br />
18,371.4 16,916.9 17,441.8 16,601.6<br />
Directors’ remuneration<br />
- fees 0.6 0.6 0.4 0.5<br />
- other emoluments 0.2 0.9 0.2 0.9<br />
Auditors remuneration –<br />
PricewaterhouseCoopers<br />
- statutory audit fees<br />
- Malaysia 1.2 1.1 0.6 0.5<br />
- Malaysia’s affiliates** 0 0 0 0<br />
- audit related fees<br />
- Malaysia 0.2 0.2 0.2 0.2<br />
- non-audit fees<br />
- Malaysia 1.3 1.1 1.3 1.1<br />
- Malaysia’s affiliates 0.3 0 0.3 0<br />
Allowance for doubtful debts 66.6 321.7 52.0 318.7<br />
Amortisation of coal mining rights 10.7 10.8 0 0<br />
Depreciation 3,199.9 3,298.7 2,595.2 2,648.4<br />
Amortisation of prepaid operating leases 22.1 21.8 14.7 14.4<br />
Rental of land and buildings 51.5 50.9 39.0 36.5<br />
Rental of plant and machinery 22.2 15.9 21.9 15.9<br />
Research and development expenses 17.0 63.0 16.7 63.0<br />
Property, plant and equipment written off 5.3 170.3 0 94.8<br />
Inventories written off 34.3 47.8 33.9 47.8<br />
(Write-back)/ allowance for diminution<br />
in value of marketable securities (1.4) 0.2 (1.4) 0.2<br />
Allowance for diminution in value<br />
of coal mining rights 200.0 0 0 0<br />
Allowance for diminution in<br />
value of amount due from a subsidiary 0 0 35.6 59.4<br />
(Write-back)/allowance for diminution<br />
in value of investment (0.1) 1.7 (40.6) 42.3<br />
(Write-back) of allowance for doubtful debts (213.4) (178.6) (207.7) (178.1)<br />
Allowance /(write-back) for inventory<br />
obsolescence 5.9 (34.5) 5.9 (34.5)<br />
Receipt of Government subsidies* (435.7) (599.2) 0 0<br />
Staff cost (Note 6) 2,392.1 1,952.0 2,104.4 1,690.9<br />
* This represents the subsidies that Sabah Electricity Sdn. Bhd. (‘SESB’) received for diesel and medium fuel oil<br />
from the Government of Malaysia. The total amount credited in the current year was RM435.7 million (2006:<br />
RM599.2 million) and it has been offset against energy cost.<br />
** This represents the audit fees for Liberty Power Ltd amounting to RM42,956 (2006 : RM41,808).<br />
The estimated monetary value of benefits-in-kind received by the Directors was RM180,806 (2006: RM174,223)<br />
for the Group and the Company.<br />
The estimated monetary value of amounts paid and payable to a firm, of which a Director is a partner, for<br />
professional services rendered to the Group and the Company was RM673,864 (2006: RM228,404).<br />
27<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Notes to the Financial Statements<br />
for the financial year ended 31 August 2007 (Continued)<br />
6 STAFF COSTS<br />
Group<br />
Company<br />
2007 2006 2007 2006<br />
RM’million RM’million RM’million RM’million<br />
Wages, salaries and bonuses 1,429.1 1,393.0 1,207.1 1,190.8<br />
Defined contribution retirement plan 152.0 144.4 124.6 120.8<br />
Retirement benefit plan 249.0 199.8 246.2 198.8<br />
Retirement medical plan 400.2 95.3 391.8 87.0<br />
Employees’ Share Option Scheme II 35.7 0 30.8 0<br />
Other employee benefits 126.1 119.5 103.9 93.5<br />
2,392.1 1,952.0 2,104.4 1,690.9<br />
Details of the retirement benefit and retirement medical plans of the Group and the Company are set out in<br />
Note 31 to these financial statements.<br />
7 OTHER OPERATING INCOME<br />
Group<br />
Company<br />
2007 2006 2007 2006<br />
RM’million RM’million RM’million RM’million<br />
Dividend income from investments in:<br />
- quoted shares 0.7 0 0.7 0<br />
- unquoted shares 3.7 2.5 4.1 2.9<br />
Leasing income 1.1 1.1 1.1 4.6<br />
Interest income 201.6 134.5 463.0 385.6<br />
Rental income 8.8 12.1 20.2 20.6<br />
Release of Government development<br />
grants (Note 34) 44.5 47.3 0 0<br />
Gain on disposal of property, plant<br />
and equipment 29.1 13.2 29.0 12.7<br />
Gain on disposal of prepaid<br />
operating leases 4.0 0 4.0 0<br />
Interest on late payments 72.4 184.9 72.4 184.9<br />
Minimum make up charges 36.0 32.6 36.0 32.6<br />
Other income 191.8 61.1 163.4 47.1<br />
593.7 489.3 793.9 691.0<br />
8 FOREIGN EXCHANGE GAIN<br />
Foreign exchange gain comprises:<br />
Group<br />
Company<br />
2007 2006 2007 2006<br />
RM’million RM’million RM’million RM’million<br />
Translation gain – foreign currency<br />
denominated term loans 427.4 481.4 263.2 358.0<br />
Translation gain/(loss) – others 24.9 9.9 25.0 (33.9)<br />
Transaction gain/(loss) 33.5 (166.4) 53.0 (126.8)<br />
485.8 324.9 341.2 197.3<br />
28<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Notes to the Financial Statements (Continued)<br />
9 FINANCE COST<br />
Group<br />
Company<br />
2007 2006 2007 2006<br />
RM’million RM’million RM’million RM’million<br />
Interest on borrowings 1,505.5 1,705.9 1,176.2 1,267.8<br />
Less: Amount capitalised into property,<br />
plant and equipment (309.5) (262.3) (309.5) (262.3)<br />
1,196.0 1,443.6 866.7 1,005.5<br />
Interest on consumer deposits 109.0 95.7 102.8 95.7<br />
1,305.0 1,539.3 969.5 1,101.2<br />
10 TAXATION AND ZAKAT<br />
Group<br />
Company<br />
2007 2006 2007 2006<br />
RM’million RM’million RM’million RM’million<br />
Current tax:<br />
- Malaysian corporate income tax 815.1 160.3 810.1 154.8<br />
Deferred tax (Note 32) (150.2) 426.8 (233.6) 301.9<br />
Real Property Gains Tax 1.3 0 1.3 0<br />
Tax expense 666.2 587.1 577.8 456.7<br />
Zakat 32.1 8.0 32.1 8.0<br />
The analysis of the tax expense is as follows:<br />
698.3 595.1 609.9 464.7<br />
Current tax:<br />
Current year 806.2 258.4 799.5 252.9<br />
Under/(over) accrual in prior years 8.9 (98.1) 10.6 (98.1)<br />
815.1 160.3 810.1 154.8<br />
Deferred tax:<br />
(Reversal)/origination of temporary differences (150.2) 426.8 (233.6) 301.9<br />
Real Property Gains Tax 1.3 0 1.3 0<br />
666.2 587.1 577.8 456.7<br />
29<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Notes to the Financial Statements<br />
for the financial year ended 31 August 2007 (Continued)<br />
10 TAXATION AND ZAKAT (Continued)<br />
The explanation of the relationship between tax expense and profit before taxation is as follows:<br />
Group<br />
Company<br />
2007 2006 2007 2006<br />
RM’million RM’million RM’million RM’million<br />
Profit before taxation 4,765.9 2,756.8 4,124.4 2,000.6<br />
Tax calculated at the Malaysian<br />
corporate income tax rate of 27% (2006: 28%) 1,286.8 771.9 1,113.6 560.2<br />
Tax effects of:<br />
- change in corporate income tax rate (456.3) 0 (450.3) 0<br />
- share of results of associates 4.9 0.9 0 0<br />
- income not subject to tax (286.8) (234.0) (186.3) (148.7)<br />
- expenses not deductible for tax purpose 116.3 161.2 94.6 158.8<br />
- current year’s tax loss not recognised 4.3 4.0 0 0<br />
- expenses qualifying for double deduction (6.0) (15.5) (5.7) (15.5)<br />
Under/(over) provision of current tax in prior years 8.9 (98.1) 10.6 (98.1)<br />
Benefits from previously unrecognised tax<br />
losses 0 (3.3) 0 0<br />
Current year unrecognised temporary differences (7.2) 0 0 0<br />
Real Property Gains Tax 1.3 0 1.3 0<br />
Zakat 32.1 8.0 32.1 8.0<br />
Tax and zakat charge 698.3 595.1 609.9 464.7<br />
Average effective tax rate (%) 14.7 21.6 14.8 23.2<br />
The Malaysian corporate income tax rate for the year of assessment 2008 will be 26%. For year of assessment 2009<br />
the Malaysian corporate income tax rate will be 25% as announced by the Government in the Budget Speech on<br />
7 September 2007 and the effect of the reduction, estimated at about RM200.0 million will be effected in the<br />
first quarter results for the financial year ending 31 August 2008.<br />
11 EARNINGS PER SHARE<br />
(a)<br />
Basic earnings per share<br />
Basic earnings per share is calculated by dividing the profit attributable to ordinary equity holders of the<br />
Company for the financial year by the weighted average number of ordinary shares in issue during the<br />
financial year.<br />
Group<br />
2007 2006<br />
Profit attributable to ordinary equity holders of the Company (RM’million) 4,061.1 2,126.9<br />
Weighted average number of ordinary shares in issue (’000) 4,278,527 4,049,544<br />
Basic earnings per share (sen) 94.92 52.52<br />
30<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Notes to the Financial Statements (Continued)<br />
11 EARNINGS PER SHARE (Continued)<br />
(b)<br />
Diluted earnings per share<br />
Group<br />
2007 2006<br />
RM’million RM’million<br />
Profit attributable to ordinary equity holders<br />
of the Company 4,061.1 2,126.9<br />
Elimination of interest expense on:<br />
Guaranteed Exchangeable Bonds, net of tax effect (6.8) 34.3<br />
Unsecured Convertible Redeemable Income Securities 4.5 6.0<br />
Profit used to determine diluted earnings per share 4,058.8 2,167.2<br />
’000 ’000<br />
Weighted average number of ordinary shares in issue 4,278,527 4,049,544<br />
Adjustment for share options 53,272 45,934<br />
Adjustment for Guaranteed Exchangeable Bonds 17,988 179,374<br />
Adjustment for Unsecured Convertible Redeemable<br />
Income Securities 14,359 21,786<br />
Weighted average number of ordinary shares for diluted<br />
earnings per share 4,364,146 4,296,638<br />
Diluted earnings per share (sen) 93.00 50.44<br />
As at 31 August 2007, the Guaranteed Exchangeable Bonds had been fully exchanged for new ordinary<br />
shares of the Company wherein the terms of conversion are set out in Note 29(b)(i).<br />
12 DIVIDENDS<br />
Company<br />
2007 2006<br />
RM’million RM’million<br />
First interim dividend of 10.0 sen gross per ordinary share, 315.8 0<br />
less income tax at 27%<br />
Second interim dividend of 10.0 sen gross per ordinary share,<br />
less income tax at 27% 316.2 0<br />
Proposed:<br />
Proposed final dividend of 16.3 sen gross per ordinary share,<br />
less income tax at 26% (2006: final dividend of 12.0 sen gross<br />
per ordinary share, less income tax at 27%,<br />
and 2.0 sen per ordinary share, tax exempt) 522.5 459.7<br />
Dividends recognised as distribution to ordinary equity holders<br />
of the Company 1,154.5 459.7<br />
Interim dividends are paid and accounted for in shareholders’ equity as an appropriation of retained profits in<br />
the financial year.<br />
At the forthcoming Annual General Meeting, a final dividend in respect of the financial year ended 31 August<br />
2007 of 16.3 sen gross per ordinary share less income tax at 26%, will be proposed for shareholders’ approval.<br />
This final dividend will be accrued as a liability in the financial year ending 31 August 2008 when approved by<br />
the shareholders.<br />
In respect of the financial year ended 31 August 2006, a final dividend of 12.0 sen gross per ordinary share, less<br />
income tax at 27% and 2.0 sen per ordinary share, tax exempt was declared and approved by the shareholders<br />
in the Annual General Meeting held on 14 December 2006.<br />
31<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Notes to the Financial Statements<br />
for the financial year ended 31 August 2007 (Continued)<br />
13 PROPERTY, PLANT AND EQUIPMENT<br />
Group<br />
2007<br />
Cost/valuation<br />
At 1984 and earlier valuations:<br />
Exchange<br />
Transfers/<br />
As at rate reclassi- As at<br />
1.9.2006 adjustment Additions Disposals fication 31.8.2007<br />
RM’million RM’million RM’million RM’million RM’million RM’million<br />
Buildings and civil works 5.6 0 0 0 0 5.6<br />
At 1994 valuation:<br />
5.6 0 0 0 0 5.6<br />
Freehold land 680.4 0 0 (16.4) (55.4) 608.6<br />
Buildings and civil works 439.5 0 0 (2.5) 9.0 446.0<br />
At cost:<br />
1,125.5 0 0 (18.9) (46.4) 1,060.2<br />
Freehold land 305.0 (0.2) 88.9 (0.1) (34.7) 358.9<br />
Buildings and civil works 11,200.8 (0.2) 336.2 (0.2) (1.6) 11,535.0<br />
12,631.3 (0.4) 425.1 (19.2) (82.7) 12,954.1<br />
Plant and machinery 33,938.7 (52.3) 2,397.6 0 107.9 36,391.9<br />
Lines and distribution<br />
mains 21,523.8 0 1,284.8 0 80.6 22,889.2<br />
Distribution services 2,221.6 0 124.2 0 4.7 2,350.5<br />
Meters 1,118.3 0 148.7 0 0 1,267.0<br />
Public lighting 265.5 0 10.6 0 0 276.1<br />
Furniture, fittings and<br />
office equipment 1,015.5 (0.3) 89.2 (3.6) (0.1) 1,100.7<br />
Motor vehicles 233.1 (0.3) 37.3 (13.2) (1.1) 255.8<br />
72,947.8 (53.3) 4,517.5 (36.0) 109.3 77,485.3<br />
Capital project-in-progress 6,610.9 (0.1) 5,395.0 0 (4,699.5) 7,306.3<br />
79,558.7 (53.4) 9,912.5 (36.0) (4,590.2) 84,791.6<br />
32<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Notes to the Financial Statements (Continued)<br />
13 PROPERTY, PLANT AND EQUIPMENT (Continued)<br />
Charged Released on<br />
As at for the disposals/ As at<br />
1.9.2006 financial year transfers 31.8.2007<br />
RM’million RM’million RM’million RM’million<br />
Group<br />
2007<br />
Accumulated depreciation<br />
At 1984 and earlier valuations:<br />
Buildings and civil works 3.4 0 0 3.4<br />
At 1994 valuation:<br />
Freehold land 0 0 0 0<br />
Buildings and civil works 172.1 14.0 3.9 190.0<br />
At cost:<br />
175.5 14.0 3.9 193.4<br />
Freehold land 0 0 0 0<br />
Buildings and civil works 2,510.2 306.1 6.8 2,823.1<br />
2,685.7 320.1 10.7 3,016.5<br />
Plant and machinery 11,525.5 1,638.3 (15.9) 13,147.9<br />
Lines and distribution mains 7,909.3 930.0 (6.9) 8,832.4<br />
Distribution services 1,085.2 100.9 0 1,186.1<br />
Meters 545.4 71.0 0.2 616.6<br />
Public lighting 135.0 13.3 0.3 148.6<br />
Furniture, fittings and office equipment 707.2 106.5 0.3 814.0<br />
Motor vehicles 180.7 19.8 (16.5) 184.0<br />
Accumulated impairment losses<br />
24,774.0 3,199.9 (27.8) 27,946.1<br />
Plant and machinery 440.2 0 0 440.2<br />
33<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Notes to the Financial Statements<br />
for the financial year ended 31 August 2007 (Continued)<br />
13 PROPERTY, PLANT AND EQUIPMENT (Continued)<br />
Group<br />
2006<br />
Cost/valuation<br />
At 1984 and earlier valuations:<br />
Exchange<br />
Transfers/<br />
As at rate reclassi- As at<br />
1.9.2005 adjustment Additions Disposals fication 31.8.2006<br />
RM’million RM’million RM’million RM’million RM’million RM’million<br />
Buildings and civil works 5.6 0 0 0 0 5.6<br />
At 1994 valuation:<br />
Freehold land 687.1 0 0 (6.7) 0 680.4<br />
Buildings and civil works 440.1 0 0 (1.7) 1.1 439.5<br />
At cost:<br />
1,132.8 0 0 (8.4) 1.1 1,125.5<br />
Freehold land 274.4 (0.1) 2.7 (1.2) 29.2 305.0<br />
Buildings and civil works 10,812.3 (0.2) 479.1 (42.0) (48.4) 11,200.8<br />
12,219.5 (0.3) 481.8 (51.6) (18.1) 12,631.3<br />
Plant and machinery 32,782.2 (37.7) 964.2 (420.7) 650.7 33,938.7<br />
Lines and distribution<br />
mains 20,384.8 0 1,106.2 0 32.8 21,523.8<br />
Distribution services 2,086.0 0 131.7 0 3.9 2,221.6<br />
Meters 975.4 0 142.4 0 0.5 1,118.3<br />
Public lighting 257.8 0 7.7 0 0 265.5<br />
Furniture, fittings and<br />
office equipment 895.2 (0.1) 129.0 (10.9) 2.3 1,015.5<br />
Motor vehicles 220.6 0 17.7 (5.2) 0 233.1<br />
69,821.5 (38.1) 2,980.7 (488.4) 672.1 72,947.8<br />
Capital project-inprogress<br />
6,226.6 0.3 4,178.4 (215.4) (3,579.0) 6,610.9<br />
76,048.1 (37.8) 7,159.1 (703.8) (2,906.9) 79,558.7<br />
34<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Notes to the Financial Statements (Continued)<br />
13 PROPERTY, PLANT AND EQUIPMENT (Continued)<br />
Charged Released on<br />
As at for the disposals/ As at<br />
1.9.2005 financial year transfers 31.8.2006<br />
RM’million RM’million RM’million RM’million<br />
Group<br />
2006<br />
Accumulated depreciation<br />
At 1984 and earlier valuations:<br />
Buildings and civil works 3.3 0.1 0 3.4<br />
At 1994 valuation:<br />
Buildings and civil works 157.1 16.0 (1.0) 172.1<br />
At cost:<br />
160.4 16.1 (1.0) 175.5<br />
Buildings and civil works 2,264.9 300.1 (54.8) 2,510.2<br />
2,425.3 316.2 (55.8) 2,685.7<br />
Plant and machinery 9,898.3 1,817.9 (190.7) 11,525.5<br />
Lines and distribution mains 7,034.9 874.4 0 7,909.3<br />
Distribution services 988.9 96.3 0 1,085.2<br />
Meters 482.7 62.7 0 545.4<br />
Public lighting 122.2 12.8 0 135.0<br />
Furniture, fittings and office equipment 614.8 100.9 (8.5) 707.2<br />
Motor vehicles 169.1 17.5 (5.9) 180.7<br />
21,736.2 3,298.7 (260.9) 24,774.0<br />
Accumulated impairment losses<br />
Plant and machinery 462.2 0 (22.0) 440.2<br />
35<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Notes to the Financial Statements<br />
for the financial year ended 31 August 2007 (Continued)<br />
13 PROPERTY, PLANT AND EQUIPMENT (Continued)<br />
Company<br />
2007<br />
Cost/valuation<br />
At 1994 valuation:<br />
Transfers/<br />
As at reclassi- As at<br />
1.9.2006 Additions Disposals fication 31.8.2007<br />
RM’million RM’million RM’million RM’million RM’million<br />
Freehold land 680.4 0 (16.4) (55.4) 608.6<br />
Buildings and civil works 439.4 0 (2.5) 9.0 445.9<br />
At cost:<br />
1,119.8 0 (18.9) (46.4) 1,054.5<br />
Freehold land 254.2 89.0 (0.1) (36.8) 306.3<br />
Buildings and civil works 9,753.6 321.5 0 (11.8) 10,063.3<br />
11,127.6 410.5 (19.0) (95.0) 11,424.1<br />
Plant and machinery 24,007.6 2,160.5 0 (28.7) 26,139.4<br />
Lines and distribution<br />
mains 20,876.3 1,270.9 0 34.9 22,182.1<br />
Distribution services 2,115.7 124.0 0 0 2,239.7<br />
Meters 1,097.0 145.8 0 0 1,242.8<br />
Public lighting 265.6 10.5 0 0 276.1<br />
Furniture, fittings and<br />
office equipment 913.6 75.0 (0.2) (2.6) 985.8<br />
Motor vehicles 188.7 35.1 (12.0) (0.2) 211.6<br />
60,592.1 4,232.3 (31.2) (91.6) 64,701.6<br />
Capital project-in-progress 5,888.1 4,906.7 0 (4,248.9) 6,545.9<br />
66,480.2 9,139.0 (31.2) (4,340.5) 71,247.5<br />
36<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Notes to the Financial Statements (Continued)<br />
13 PROPERTY, PLANT AND EQUIPMENT (Continued)<br />
Charged Released on<br />
As at for the disposals/ As at<br />
1.9.2006 financial year transfers 31.8.2007<br />
RM’million RM’million RM’million RM’million<br />
Company<br />
2007<br />
Accumulated depreciation<br />
At 1994 valuation:<br />
Buildings and civil works 172.1 14.0 3.8 189.9<br />
At cost:<br />
172.1 14.0 3.8 189.9<br />
Freehold land 0 0 0 0<br />
Buildings and civil works 2,306.4 245.9 7.2 2,559.5<br />
2,478.5 259.9 11.0 2,749.4<br />
Plant and machinery 9,711.7 1,152.5 (22.7) 10,841.5<br />
Lines and distribution mains 7,692.0 893.3 0 8,585.3<br />
Distribution services 1,013.8 96.6 0 1,110.4<br />
Meters 536.5 69.2 0 605.7<br />
Public lighting 135.0 13.3 0 148.3<br />
Furniture, fittings and office equipment 627.0 95.6 1.6 724.2<br />
Motor vehicles 149.5 14.8 (14.4) 149.9<br />
22,344.0 2,595.2 (24.5) 24,914.7<br />
37<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Notes to the Financial Statements<br />
for the financial year ended 31 August 2007 (Continued)<br />
13 PROPERTY, PLANT AND EQUIPMENT (Continued)<br />
Company<br />
2006<br />
Cost/valuation<br />
At 1994 valuation:<br />
Transfers/<br />
As at reclassi- As at<br />
1.9.2005 Additions Disposals fication 31.8.2006<br />
RM’million RM’million RM’million RM’million RM’million<br />
Freehold land 687.1 0 (6.7) 0 680.4<br />
Buildings and civil works 440.1 0 (1.7) 1.0 439.4<br />
At cost:<br />
1,127.2 0 (8.4) 1.0 1,119.8<br />
Freehold land 252.6 2.7 (1.1) 0 254.2<br />
Buildings and civil works 9,387.8 464.2 (42.0) (56.4) 9,753.6<br />
10,767.6 466.9 (51.5) (55.4) 11,127.6<br />
Plant and machinery 23,274.8 907.2 (233.7) 59.3 24,007.6<br />
Lines and distribution mains 19,781.0 1,094.3 0 1.0 20,876.3<br />
Distribution services 1,984.6 131.1 0 0 2,115.7<br />
Meters 957.6 139.4 0 0 1,097.0<br />
Public lighting 257.8 7.8 0 0 265.6<br />
Furniture, fittings and<br />
office equipment 792.7 120.0 (0.4) 1.3 913.6<br />
Motor vehicles 178.9 13.0 (4.3) 1.1 188.7<br />
57,995.0 2,879.7 (289.9) 7.3 60,592.1<br />
Capital project-in-progress 5,021.0 3,881.7 (24.8) (2,989.8) 5,888.1<br />
63,016.0 6,761.4 (314.7) (2,982.5) 66,480.2<br />
38<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Notes to the Financial Statements (Continued)<br />
13 PROPERTY, PLANT AND EQUIPMENT (Continued)<br />
Charged Released on<br />
As at for the disposals/ As at<br />
1.9.2005 financial year transfers 31.8.2006<br />
RM’million RM’million RM’million RM’million<br />
Company<br />
2006<br />
Accumulated depreciation<br />
At 1994 valuation:<br />
Buildings and civil works 157.1 16.0 (1.0) 172.1<br />
At cost:<br />
Buildings and civil works 2,118.2 242.9 (54.7) 2,306.4<br />
2,275.3 258.9 (55.7) 2,478.5<br />
Plant and machinery 8,573.6 1,283.9 (145.8) 9,711.7<br />
Lines and distribution mains 6,854.0 838.0 0 7,692.0<br />
Distribution services 923.0 90.8 0 1,013.8<br />
Meters 475.5 61.0 0 536.5<br />
Public lighting 122.2 12.8 0 135.0<br />
Furniture, fittings and office equipment 536.3 89.9 0.8 627.0<br />
Motor vehicles 140.1 13.1 (3.7) 149.5<br />
Net book value<br />
At 1984 and earlier valuations:<br />
19,900.0 2,648.4 (204.4) 22,344.0<br />
Group<br />
Company<br />
2007 2006 2007 2006<br />
RM’million RM’million RM’million RM’million<br />
Buildings and civil works 2.2 2.2 0 0<br />
At 1994 valuation:<br />
Freehold land 608.6 680.4 608.6 680.4<br />
Buildings and civil works 256.0 267.4 256.0 267.3<br />
At cost:<br />
866.8 950.0 864.6 947.7<br />
Freehold land 358.9 305.0 306.3 254.2<br />
Buildings and civil works 8,711.9 8,690.6 7,503.8 7,447.2<br />
Total land and buildings 9,937.6 9,945.6 8,674.7 8,649.1<br />
Plant and machinery 22,803.8 21,973.0 15,297.9 14,295.9<br />
Lines and distribution mains 14,056.8 13,614.5 13,596.8 13,184.3<br />
Distribution services 1,164.4 1,136.4 1,129.3 1,101.9<br />
Meters 650.4 572.9 637.1 560.5<br />
Public lighting 127.5 130.5 127.8 130.6<br />
Furniture, fittings and office equipment 286.7 308.3 261.6 286.6<br />
Motor vehicles 71.8 52.4 61.7 39.2<br />
49,099.0 47,733.6 39,786.9 38,248.1<br />
Capital project-in-progress 7,306.3 6,610.9 6,545.9 5,888.1<br />
56,405.3 54,344.5 46,332.8 44,136.2<br />
39<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Notes to the Financial Statements<br />
for the financial year ended 31 August 2007 (Continued)<br />
13 PROPERTY, PLANT AND EQUIPMENT (Continued)<br />
Had the revalued property, plant and equipment been included in the financial statements at cost less<br />
depreciation, the net book value of the revalued property, plant and equipment would have been as follows:<br />
Group<br />
Company<br />
2007 2006 2007 2006<br />
RM’million RM’million RM’million RM’million<br />
Freehold land 50.7 51.7 43.8 44.8<br />
Buildings and civil works 110.5 118.7 110.5 118.7<br />
161.2 170.4 154.3 163.5<br />
The valuations of freehold land, buildings and civil works of the Company was based on an independent valuation<br />
by a professional firm of valuers on the open market value basis in 1994. The net surplus on revaluation was<br />
incorporated into the financial statements at 31 August 1996 and transferred to revaluation reserve.<br />
The valuations of buildings of a subsidiary were carried out in 1982 and 1984 respectively based on independent<br />
valuations by professional firms of valuers on the open market value basis. The net surplus on revaluation was<br />
transferred to revaluation reserve.<br />
The title deeds of certain land are in the process of being registered in the name of the Company and certain<br />
subsidiaries.<br />
Included in transfers/reclassification in 2007 for the Group and the Company was RM54.3 million being the<br />
carrying amount of land and building reclassified as non-current assets held for sale (see Note 20).<br />
Interest capitalised during the financial year in capital project-in-progress amounted to RM309.5 million (2006:<br />
RM262.3 million) for the Group and the Company.<br />
The capitalisation rate used to determine the amount of borrowing cost eligible for capitalisation is 5.63%<br />
(2006: 5.84%) for the Group and the Company.<br />
Impairment test for property, plant and equipment<br />
During the year, a subsidiary company, TNB Liberty Power Limited, undertook an assessment of the provision<br />
for impairment totalling RM440.2 million recognised in prior years. The assessment showed that no further<br />
impairment loss is required for the carrying amount of property, plant and equipment assessed, including where<br />
realistic variations are applied to key assumptions. The carrying value of the property, plant and equipment of<br />
the subsidiary company at balance sheet date is RM725.2 million (2006: RM777.2 million).<br />
40<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Notes to the Financial Statements (Continued)<br />
14 PREPAID OPERATING LEASES<br />
Group<br />
Company<br />
2007 2006 2007 2006<br />
RM’million RM’million RM’million RM’million<br />
Cost/Valuation<br />
As at the beginning of the financial year 1,029.6 1,022.3 825.5 818.2<br />
Additions 16.6 7.3 16.6 7.3<br />
Disposals (5.4) 0 (5.4) 0<br />
Reclassified to non-current assets<br />
held for sale (Note 20) (2.7) 0 (2.7) 0<br />
Reclassification 5.7 0 5.6 0<br />
As at the end of the financial year 1,043.8 1,029.6 839.6 825.5<br />
Accumulated amortisation<br />
As at the beginning of the financial year 172.8 151.0 135.3 120.9<br />
Charged for the financial year 22.1 21.8 14.7 14.4<br />
Released on disposals (0.9) 0 (0.9) 0<br />
Released on reclassification to<br />
non-current assets held for sale(Note 20) (1.2) 0 (1.2) 0<br />
Released on reclassification (1.6) 0 (1.7) 0<br />
As at the end of the financial year 191.2 172.8 146.2 135.3<br />
Net book value as at the end<br />
of the financial year 852.6 856.8 693.4 690.2<br />
Prepaid operating leases were previously classified as leasehold land within property, plant and equipment.<br />
The prepaid operating leases comprise long leasehold land and short leasehold land.<br />
The last revaluation of the leasehold land was in 1994.<br />
15 COAL MINING RIGHTS<br />
Cost<br />
Group<br />
2007 2006<br />
RM’million RM’million<br />
As at the beginning and the end of the financial year 323.0 323.0<br />
Accumulated amortisation<br />
As at the beginning of the financial year 43.1 32.3<br />
Charged during the financial year 10.7 10.8<br />
As at the end of the financial year 53.8 43.1<br />
269.2 279.9<br />
Less : allowance for diminution in value (200.0) 0<br />
Reclassified to non-current assets held for sale (Note 20) (69.2) 0<br />
Net book value as at the end of the financial year 0 279.9<br />
41<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Notes to the Financial Statements<br />
for the financial year ended 31 August 2007 (Continued)<br />
15 COAL MINING RIGHTS (Continued)<br />
On 30 April 2007, TNB announced that Dynamic Acres Sdn. Bhd. (‘DASB’) has entered into a Share Sale Agreement<br />
with PT Pamapersada Nusantara in relation to the divestment of DASB’s entire 99% shareholding in PT Dasa Eka<br />
Jasatama. Consequently, the coal mining rights that was recorded in the books of DASB has been reclassified as<br />
non-current assets held for sale.<br />
16 SUBSIDIARIES<br />
Company<br />
2007 2006<br />
RM’million RM’million<br />
Unquoted ordinary shares, at cost 296.7 254.5<br />
Redeemable unsecured loan stocks, at cost 570.3 574.5<br />
Redeemable preference shares, at cost 4,300.2 500.2<br />
5,167.2 1,329.2<br />
Less: allowance for diminution in value (586.1) (586.1)<br />
4,581.1 743.1<br />
During the financial year, TNB Janamanjung Sdn Bhd issued Redeemable Preference Shares (‘RPS’) amounting<br />
to RM3,800.0 million to the Company. The issuance of this RPS does not involve any cash transaction. The main<br />
features of the RPS are as follows:<br />
• No fixed dividends attached to RPS;<br />
• There shall not be any cumulative rights to dividends or any other preference in respect of profits or<br />
dividend; and<br />
• TNB Janamanjung Sdn. Bhd. at its absolute discretion may at any time and from time to time redeem at<br />
a premium of minimum Ringgit Malaysia thirteen only (RM13.00) of the issued price per share, the whole<br />
or any portion or portions of the RPS issues upon giving to the holders fourteen (14) days notice of such<br />
redemption.<br />
Group’s interest<br />
Country of<br />
Name of subsidiary 2007 2006 Principal activities incorporation<br />
TNB Janamanjung Sdn Bhd 100% 100% Operation of power plant Malaysia<br />
and generation of electricity<br />
TNB Power Daharki Ltd* 100% 100% Investment holding Mauritius<br />
TNB Fuel Services Sdn Bhd 100% 100% Purchase and supply of Malaysia<br />
fuel and coal for power generation<br />
TNB Energy Services Sdn Bhd 100% 100% Generation and supply of various Malaysia<br />
energy sources and provision of<br />
related technical services<br />
TNB Research Sdn Bhd 100% 100% Research and development, Malaysia<br />
consultancy and other services<br />
TNB Ventures Sdn Bhd 100% 100% Investment holding for domestic Malaysia<br />
and international ventures<br />
TNB Properties Sdn Bhd 100% 100% Property management services Malaysia<br />
42<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Notes to the Financial Statements (Continued)<br />
16 SUBSIDIARIES (Continued)<br />
Group’s interest<br />
Country of<br />
Name of subsidiary 2007 2006 Principal activities incorporation<br />
TNB Engineering Corporation 100% 100% Project management and Malaysia<br />
Sdn Bhd<br />
consultancy, engineering<br />
works and energy project<br />
development services<br />
TNB Repair and 100% 100% Repair, maintenance Malaysia<br />
Maintenance Sdn Bhd<br />
and testing of power plants<br />
TNB Engineers Sdn Bhd 100% 100% Providing engineering, procurement Malaysia<br />
and construction services<br />
for power related projects<br />
TNB Capital (L) Ltd 100% 100% Investment holding Malaysia<br />
Universiti <strong>Tenaga</strong> <strong>Nasional</strong> Sdn Bhd 100% 100% Providing higher education Malaysia<br />
TNB Generation Sdn Bhd 100% 100% Dormant Malaysia<br />
TNB Transmission Network 100% 100% Dormant Malaysia<br />
Sdn Bhd<br />
TNB Distribution Sdn Bhd 100% 100% Dormant Malaysia<br />
TNB Risk Management Sdn Bhd 100% 100% Dormant Malaysia<br />
TNB Logistics Sdn Bhd 100% 100% Dormant Malaysia<br />
TNB - IT Sdn Bhd 100% 100% Dormant Malaysia<br />
TNB Workshop Services 100% 100% Dormant Malaysia<br />
Sdn Bhd<br />
TNB Kekal Sdn Bhd** 100% 100% Dormant Malaysia<br />
TNB Metering Services 100% 100% Dormant Malaysia<br />
Sdn Bhd<br />
TNB Hidro Sdn Bhd 100% 100% Dormant Malaysia<br />
Sumber Hidro Management 100% 100% Dormant Malaysia<br />
Sdn Bhd**<br />
TNB Kapar Sdn Bhd** 100% 100% Dormant Malaysia<br />
TNB Prai Sdn Bhd 100% 100% Dormant Malaysia<br />
TNB Paka Sdn Bhd** 100% 100% Dormant Malaysia<br />
Sabah Electricity Sdn Bhd 80% 80% Generation, transmission, distribution Malaysia<br />
and sale of electricity in Sabah<br />
Malaysia Transformer 100% 73% Manufacturing, selling Malaysia<br />
Manufacturing Sdn Bhd<br />
and repairing of transformers<br />
TNB Coal International Ltd* 92.5% 92.5% Investment holding Mauritius<br />
43<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Notes to the Financial Statements<br />
for the financial year ended 31 August 2007 (Continued)<br />
16 SUBSIDIARIES (Continued)<br />
Group’s interest<br />
Country of<br />
Name of subsidiary 2007 2006 Principal activities incorporation<br />
<strong>Tenaga</strong> Switchgear Sdn Bhd 60% 60% Assemble and manufacture Malaysia<br />
high voltage switchgears<br />
Kapar Energy Ventures 60% 60% Generate and deliver electricity Malaysia<br />
Sdn Bhd<br />
energy and generating capacity to TNB<br />
Power and Energy 100% 100% Investment holding Mauritius<br />
International (Mauritius) Ltd*<br />
Sepang Power Sdn Bhd 70% 70% Dormant Malaysia<br />
TNB Kulim Generation Sdn Bhd 100% 100% Dormant Malaysia<br />
TNB Kulim Distribution Sdn Bhd 100% 100% Dormant Malaysia<br />
Subsidiaries of TNB Engineering Corporation Sdn Bhd<br />
Bangsar Energy Systems 100% 100% Operating an integrated Malaysia<br />
Sdn Bhd<br />
district cooling system for<br />
air conditioning systems<br />
of office buildings<br />
TNEC Construction Sdn Bhd 100% 100% Construction contractors Malaysia<br />
TNEC Operations and 100% 100% Operations and maintenance Malaysia<br />
Maintenance Sdn Bhd<br />
of cooling and power plants<br />
Subsidiary of Power and Energy International (Mauritius) Ltd<br />
Independent Power 100% 100% Investment holding Mauritius<br />
International Ltd*<br />
Subsidiary of Bangsar Energy Systems Sdn Bhd<br />
Selesa Energy Systems Sdn Bhd 100% 100% Dormant Malaysia<br />
Subsidiary of TNEC Operations and Maintenance Sdn Bhd<br />
Tomest Energy Management 51% 51% Dormant Malaysia<br />
Sdn Bhd<br />
Subsidiary of TNB Generation Sdn Bhd<br />
TNBG Power Services Sdn Bhd** 100% 100% Dormant Malaysia<br />
Subsidiary of TNB Power Daharki Ltd<br />
TNB Liberty Power Limited# 100% 100% Operation of power plant Pakistan<br />
and generation of electricity<br />
Subsidiary of TNB Properties Sdn Bhd<br />
TNP Construction Sdn Bhd 100% 100% Construction contractors Malaysia<br />
Subsidiary of TNB Research Sdn Bhd<br />
<strong>Tenaga</strong> Microwave 70% 70% Supplier and manufacturer Malaysia<br />
Technologies Sdn Bhd*^<br />
of electrical components<br />
44<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Notes to the Financial Statements (Continued)<br />
16 SUBSIDIARIES (Continued)<br />
Group’s interest<br />
Country of<br />
Name of subsidiary 2007 2006 Principal activities incorporation<br />
Subsidiary of TNB Energy Services Sdn Bhd<br />
Jana Landfill Sdn Bhd 70% 70% Generation and distribution of heat Malaysia<br />
and electricity using landfill gas<br />
and/or other renewable energy<br />
resources in Peninsular Malaysia<br />
and/or elsewhere<br />
Subsidiaries of TNB Repair and Maintenance Sdn Bhd<br />
Trichy Power Limited* 100% 100% Dormant India<br />
Trichy Energy Limited* 100% 100% Dormant India<br />
TNB Operations & Maintenance 100% 100% Investment holding Mauritius<br />
International Ltd (TOMIL)<br />
Subsidiary of TNB Operations & Maintenance International Ltd (TOMIL)<br />
Oasis Parade Sdn Bhd 100% 100% Investment holding Malaysia<br />
Subsidiary of TNB Ventures Sdn Bhd<br />
<strong>Tenaga</strong> Cable Industries 76% 76% Manufacturing and distribution Malaysia<br />
Sdn Bhd<br />
of power and general cables,<br />
aluminium rods and related activities<br />
Subsidiary of TNB Coal International Limited<br />
Dynamic Acres Sdn Bhd* 100% 100% Coal trading Malaysia<br />
Subsidiary of Dynamic Acres Sdn Bhd<br />
P.T. Dasa Eka Jasatama* (i) 99% 99% Coal mining and trading Indonesia<br />
* Not audited by PricewaterhouseCoopers<br />
(i) In respect of P.T. Dasa Eka Jasatama, Dynamic Acres Sdn. Bhd. (‘DASB’) has entered into a Share Sale<br />
Agreement with PT Pamapersada Nusantara in relation to the divestment of DASB’s entire 99%<br />
shareholding in PT Dasa Eka Jasatama as disclosed in Note 15.<br />
# Audited by a member firm of PricewaterhouseCoopers International Limited which is a separate and<br />
independent legal entity from PricewaterhouseCoopers Malaysia.<br />
^ On 23 August 2002, the High Court has granted the liquidation petition of <strong>Tenaga</strong> Microwave Technologies<br />
Sdn Bhd brought by the Company and TNB Research Sdn Bhd. The liquidation process is still in progress as<br />
at 31 August 2007.<br />
** These companies are in the process of being wound up.<br />
45<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Notes to the Financial Statements<br />
for the financial year ended 31 August 2007 (Continued)<br />
17 ASSOCIATES<br />
Group<br />
2007 2006<br />
RM’million RM’million<br />
Share of net assets of associates 233.0 200.6<br />
Company<br />
2007 2006<br />
RM’million RM’million<br />
Unquoted shares, at cost 59.2 59.2<br />
Less: allowance for diminution in value (9.6) (9.6)<br />
49.6 49.6<br />
Redeemable preference shares, at cost 34.0 34.0<br />
Unsecured loan notes 42.2 52.2<br />
125.8 135.8<br />
The Group’s share of revenue, profit, assets and liabilities of associates are as follows:<br />
2007 2006<br />
RM’million RM’million<br />
Revenue 224.3 211.1<br />
Profit after taxation 42.4 14.6<br />
Non-current assets 606.8 600.8<br />
Current assets 270.8 273.1<br />
Current liabilities (137.9) (178.9)<br />
Non-current liabilities (506.7) (494.4)<br />
Net assets 233.0 200.6<br />
Details of the associates are as follows:<br />
Group’s interest<br />
Country of<br />
Name of associate 2007 2006 Principal activities incorporation<br />
Teknologi <strong>Tenaga</strong> Perlis 20% 20% Ownership, operation, maintenance Malaysia<br />
Consortium Sdn Bhd<br />
of electricity generating plant<br />
Perusahaan Otomobil Elektrik 20% 20% Dormant Malaysia<br />
(Malaysia) Sdn Bhd<br />
GB3 Sdn Bhd 20% 20% Design, develop, construction, Malaysia<br />
operation and maintenance<br />
of electricity generating facility<br />
Fibrecomm Network (M) Sdn Bhd 49% 49% Provision of fibre optic Malaysia<br />
transmission network<br />
Associate of TNB Energy Services Sdn Bhd<br />
Pendinginan Megajana Sdn Bhd 0% 49% District cooling system Malaysia<br />
46<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Notes to the Financial Statements (Continued)<br />
17 ASSOCIATES (Continued)<br />
Group’s interest<br />
Country of<br />
Name of associate 2007 2006 Principal activities incorporation<br />
Associates of TNB Properties Sdn Bhd<br />
HICOM-TNB Properties Sdn Bhd 40% 40% Construction contractors Malaysia<br />
INDERA-TNB 40% 40% Property development Malaysia<br />
Properties Sdn Bhd<br />
and construction<br />
KM Metro-TNB 40% 40% Property development Malaysia<br />
Properties Sdn Bhd<br />
and construction<br />
TNB Properties-JB 40% 40% Property development Malaysia<br />
Citytowers Sdn Bhd<br />
and construction<br />
ZEUS-TNB Properties Sdn Bhd 40% 40% Property development and construction Malaysia<br />
Associate of TNB Ventures Sdn Bhd<br />
Northern Utility Resources Sdn Bhd 20% 20% Operation of power plant, Malaysia<br />
(Receivers and Managers appointed)<br />
generation and supply of electricity<br />
Associate of Independent Power International Ltd<br />
Malaysian Shoaiba 20% 20% Investment holding Malaysia<br />
Consortium Sdn Bhd<br />
18 INVESTMENTS<br />
Group<br />
Company<br />
2007 2006 2007 2006<br />
RM’million RM’million RM’million RM’million<br />
Unquoted shares, at cost 75.7 75.7 75.7 79.5<br />
Unquoted unsecured loan stocks, at cost 0 3.8 59.4 59.4<br />
75.7 79.5 135.1 138.9<br />
Allowance for diminution in value:<br />
- unquoted shares (37.7) (37.7) (37.7) (41.5)<br />
- unquoted unsecured loan stocks 0 (3.8) 0 (40.6)<br />
38.0 38.0 97.4 56.8<br />
19 LONG TERM RECEIVABLES<br />
Company<br />
2007 2006<br />
RM’million RM’million<br />
Amounts due from subsidiaries 703.1 841.8<br />
The amounts due from subsidiaries comprise advances and other receivables from TNB Liberty Power Limited<br />
(‘TLPL’) and TNB Power Daharki Ltd (‘TPD’) amounting to RM54.6 million (2006: RM57.2 million) and RM648.5<br />
million (2006: RM784.6 million) respectively.<br />
These amounts are unsecured and the Company has given an undertaking to the subsidiaries not to recall the<br />
amount within 12 months from the balance sheet date. The amount due from LPL is interest free. The amount<br />
due from TPD is subject to interest at rates ranging from 6.7% to 8.4% (2006: 4.9% to 8.2%) per annum.<br />
47<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Notes to the Financial Statements<br />
for the financial year ended 31 August 2007 (Continued)<br />
20 NON-CURRENT ASSETS HELD FOR SALE<br />
Group<br />
Company<br />
Carrying<br />
Carrying<br />
amount Carrying amount Carrying<br />
prior amount prior amount<br />
to as at to as at<br />
reclassification 31.8.2007 reclassification 31.8.2007<br />
RM’million RM’million RM’million RM’million<br />
Amount transferred from<br />
property, plant & equipment (Note 13) 54.3 54.3 54.3 54.3<br />
Amount transferred from<br />
prepaid operating leases (Note 14) 1.5 1.5 1.5 1.5<br />
Amount transferred from<br />
coal mining rights (Note 15) 69.2 69.2 0 0<br />
125.0 125.0 55.8 55.8<br />
During the year, the Company entered into several sale and purchase agreements with various parties, for which<br />
the disposals are still in progress.<br />
21 INVENTORIES<br />
Group<br />
Company<br />
2007 2006 2007 2006<br />
RM’million RM’million RM’million RM’million<br />
Raw materials, fuel and consumables 1,692.3 1,782.5 1,115.4 1,113.4<br />
Work-in-progress 51.2 9.8 0 0<br />
Finished goods 26.0 139.5 0 0<br />
1,769.5 1,931.8 1,115.4 1,113.4<br />
22 RECEIVABLES, DEPOSITS AND PREPAYMENTS<br />
Group<br />
Company<br />
2007 2006 2007 2006<br />
RM’million RM’million RM’million RM’million<br />
Trade receivables 2,045.1 2,519.8 1,639.1 2,095.6<br />
Less: allowance for doubtful debts (504.0) (667.7) (415.6) (597.7)<br />
1,541.1 1,852.1 1,223.5 1,497.9<br />
Rechargeable debtors 92.3 86.2 91.0 92.5<br />
Less: allowance for doubtful debts (83.8) (71.8) (73.3) (67.1)<br />
8.5 14.4 17.7 25.4<br />
Staff advances/loans 620.6 664.2 616.5 660.8<br />
Advance to contractors 114.5 133.2 98.1 117.2<br />
Deposits and prepayments 109.3 113.2 21.5 21.4<br />
Other receivables 527.8 638.3 227.3 178.7<br />
1,372.2 1,548.9 963.4 978.1<br />
2,921.8 3,415.4 2,204.6 2,501.4<br />
48<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Notes to the Financial Statements (Continued)<br />
22 RECEIVABLES, DEPOSITS AND PREPAYMENTS (Continued)<br />
The Group’s and the Company’s credit policy provides trade receivables with a 30 day (2006: 30 day) credit<br />
period. The Group and the Company have no significant exposures to any individual customer, geographical<br />
location or industry category. All credit and recovery risks associated with receivables have been provided for in<br />
the financial statements.<br />
Included in staff advances/loans are staff housing and car loans amounting to RM536.5 million (2006: RM575.6<br />
million) which are not recoverable within 12 months.<br />
23 AMOUNTS DUE FROM/TO SUBSIDIARIES<br />
Amount due from TLPL is interest free. Amounts due from TPD and TNB Janamanjung Sdn Bhd (‘TNBJ’) are<br />
subject to interest at rates ranging from 6.7% to 8.4% (2006: 4.9% to 8.2%) per annum and 4.0% (2006: 4.0%)<br />
per annum respectively. Amount due from SESB is subject to an interest rate of 6.0% (2006: 6.0%) per annum,<br />
is unsecured and has no fixed terms of repayment.<br />
Amounts due from/to all other subsidiaries are unsecured, interest free and have no fixed terms of repayment.<br />
24 SHORT TERM INVESTMENTS<br />
Group<br />
Company<br />
2007 2006 2007 2006<br />
RM’million RM’million RM’million RM’million<br />
Quoted warrants, at cost 12.6 12.6 12.6 12.6<br />
Market value - quoted warrants 23.7 14.8 23.7 14.8<br />
25 MARKETABLE SECURITIES<br />
Group<br />
Company<br />
2007 2006 2007 2006<br />
RM’million RM’million RM’million RM’million<br />
Quoted in Malaysia, at cost:<br />
Shares 27.1 27.1 27.1 27.1<br />
Less: allowance for diminution in value (16.5) (17.9) (16.5) (17.9)<br />
10.6 9.2 10.6 9.2<br />
Market value 10.6 9.2 10.6 9.2<br />
49<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Notes to the Financial Statements<br />
for the financial year ended 31 August 2007 (Continued)<br />
26 DEPOSITS, BANK AND CASH BALANCES<br />
Group<br />
Company<br />
2007 2006 2007 2006<br />
RM’million RM’million RM’million RM’million<br />
Cash in hand and at bank 988.1 537.2 295.4 223.3<br />
Deposits with licensed banks 4,310.6 3,411.9 4,228.9 2,901.4<br />
Deposits with licensed finance companies 0.6 0.6 0 0<br />
5,299.3 3,949.7 4,524.3 3,124.7<br />
The interest rate per annum of deposits, bank and cash balances that were effective as at balance sheet date<br />
were as follows:<br />
Group<br />
Company<br />
2007 2006 2007 2006<br />
% % % %<br />
Deposits with licensed banks and<br />
finance companies 3.50 – 5.25 2.66 – 5.23 3.50 – 5.25 3.54 – 5.23<br />
Bank balances 1.80 – 2.00 1.80 – 3.60 1.80 – 2.00 1.80 – 3.60<br />
Deposits with licensed banks are held in the short term money market. Deposits have maturity periods ranging<br />
from 5 to 448 days (2006: 2 to 92 days) for the Group and the Company.<br />
Deposits of the Group and the Company at the end of the financial year have an average maturity period of 60<br />
days (2006: 63 days) and 60 days (2006: 69 days).<br />
Cash and cash equivalents at end<br />
of the financial year comprise:<br />
Group<br />
Company<br />
2007 2006 2007 2006<br />
RM’million RM’million RM’million RM’million<br />
Cash in hand and at bank 988.1 537.2 295.4 223.3<br />
Deposits with licensed banks 4,310.6 3,411.9 4,228.9 2,901.4<br />
Deposits with finance companies 0.6 0.6 0 0<br />
Deposits held in trust* 0 (0.6) 0 0<br />
Cash at bank held in trust* (65.6) (12.4) 0 0<br />
5,233.7 3,936.7 4,524.3 3,124.7<br />
* Deposits and cash at bank held in trust are in respect of a grant given to a subsidiary by the Government of<br />
Malaysia for a designated capital project.<br />
50<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Notes to the Financial Statements (Continued)<br />
27 PAYABLES<br />
Group<br />
Company<br />
2007 2006 2007 2006<br />
RM’million RM’million RM’million RM’million<br />
Trade payables 3,233.7 2,488.8 2,607.7 1,715.8<br />
Accrued interest on borrowings 470.8 462.4 240.9 275.9<br />
Payroll liabilities 163.7 172.1 152.8 165.2<br />
Deposits 15.4 18.6 9.8 9.7<br />
Other payables and accruals 418.0 591.6 121.5 228.3<br />
4,301.6 3,733.5 3,132.7 2,394.9<br />
Credit terms of trade payables of the Group and the Company vary from 30 to 60 days (2006: 30 to 60 days)<br />
depending on the terms of the contracts.<br />
28 SHORT TERM BORROWINGS<br />
Group<br />
Company<br />
2007 2006 2007 2006<br />
RM’million RM’million RM’million RM’million<br />
Portion of borrowings due within<br />
one financial year<br />
(Note 29) - unsecured 1,727.4 2,402.2 1,422.7 1,934.5<br />
- secured 215.8 43.6 0 0<br />
1,943.2 2,445.8 1,422.7 1,934.5<br />
Short term loans - unsecured 40.0 45.0 30.0 30.0<br />
Bankers’ acceptances 32.3 43.9 0 0<br />
2,015.5 2,534.7 1,452.7 1,964.5<br />
The short term borrowings carry interest at rates ranging from 2.50% to 8.30% (2006: 0.73% to 9.25%) per<br />
annum for the Group and the Company. Included in short term borrowings of the Group are loan stocks held by<br />
the Company in a subsidiary company which carries a coupon of 15.00% per annum.<br />
51<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Notes to the Financial Statements<br />
for the financial year ended 31 August 2007 (Continued)<br />
29 BORROWINGS<br />
Group<br />
Company<br />
2007 2006 2007 2006<br />
Note RM’million RM’million RM’million RM’million<br />
Unsecured<br />
- Term loans (a) 10,198.2 10,564.7 7,557.5 7,733.3<br />
- Bonds (b) 8,173.8 10,511.8 6,954.6 8,331.1<br />
- Income Securities (c) 1,561.4 1,700.0 1,561.4 1,700.0<br />
- Amount due to Cagamas <strong>Berhad</strong> 248.0 271.1 248.0 271.1<br />
- Redeemable Unsecured<br />
Loan Stocks 380.2 383.0 0 0<br />
20,561.6 23,430.6 16,321.5 18,035.5<br />
Secured<br />
- Term loans (a) 437.5 484.2 0 0<br />
- Bonds (b) 2,908.0 3,111.9 0 0<br />
23,907.1 27,026.7 16,321.5 18,035.5<br />
Group<br />
Company<br />
2007 2006 2007 2006<br />
RM’million RM’million RM’million RM’million<br />
Payable within one year included<br />
under short term borrowings<br />
(Note 28) 1,943.2 2,445.8 1,422.7 1,934.5<br />
Repayable after one year:<br />
After one and up to two years 904.1 2,857.7 363.2 1,428.7<br />
After two and up to five years 5,957.0 5,895.2 4,308.4 4,154.6<br />
After five and up to ten years 7,851.4 8,548.8 4,212.1 4,666.9<br />
After ten and up to twenty years 5,740.3 5,664.8 4,907.9 4,647.3<br />
After twenty and up to thirty years 874.2 912.1 484.0 501.2<br />
After thirty years 636.9 702.3 623.2 702.3<br />
21,963.9 24,580.9 14,898.8 16,101.0<br />
23,907.1 27,026.7 16,321.5 18,035.5<br />
Net book values of property, plant and equipment pledged<br />
as security for term loans:<br />
Group<br />
2007 2006<br />
RM’million RM’million<br />
(i) Machinery and equipment 2,812.5 2,948.7<br />
(ii) Building 818.0 877.8<br />
3,630.5 3,826.5<br />
Unsecured term loans include RM16.1 million (2006: RM17.3 million) due to the Government of Malaysia and<br />
RM3,290.4 million (2006: RM2,842.2 million) guaranteed by the Government of Malaysia.<br />
52<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Notes to the Financial Statements (Continued)<br />
29 BORROWINGS (Continued)<br />
(a)<br />
Term loans<br />
Details of term loans with designated derivative financial instruments are as follows:<br />
(i) 10-YEAR JPY37.0 BILLION TERM LOAN<br />
In 1997, the Company entered into a 10-year JPY37.0 billion unsecured loan, paying<br />
interest at floating rates, matured on 30 June 2007. This loan is an amortising loan, whose principal<br />
amount is payable in equal semi-annual instalments over the life of the loan. The repayments<br />
commenced since 1997. The notional principals of the hedging contracts illustrated below amortise<br />
in the same manner as this loan.<br />
Interest rate swap (‘IRS’)<br />
On one tranche of the loan, the Company entered into an IRS agreement on 31<br />
December 1997 that entitles it to receive floating interest rates, and obliges it to pay interest at a<br />
fixed rate of 1.927%, matured on 30 June 2007. The notional principal of the swap is JPY8.6 billion.<br />
The effect of this transaction is to fix the interest rate payable on that tranche of the loan.<br />
For the period from 1 July 2002 to 30 June 2007, the Company entered into IRS<br />
agreements that entitles it to receive interest at floating rates on notional principals totalling JPY14.0<br />
billion and oblige it to pay interest at fixed rates ranging from 2.74% to 2.94%. The IRS has matured<br />
on 30 June 2007.<br />
(ii) TNB JANAMANJUNG SDN BHD (‘TNBJ’) 12-YEAR AMORTISING LOAN<br />
TNBJ, a wholly owned subsidiary of the Company, had in 1999 entered into a 12-year<br />
amortising loan facility with floating interest rates to part finance the construction of a power plant.<br />
On 30 August 2006 the loan was novated to TNB Capital (L) Ltd (‘TNBCL’) a wholly owned subsidiary<br />
of TNB. The loan is guaranteed by the Company and is denominated in US Dollar. The translated<br />
outstanding balance as at 31 August 2007 is RM1,557.4 million (2006: RM1,850.8 million).<br />
Forward interest rate swap<br />
TNBJ has entered into IRS agreements that entitles it to receive interest at floating<br />
rates and obliges it to pay interest at fixed rates in the range of 6.59% to 6.92% (depending on<br />
counterparty) on an aggregate notional amount of GBP250.0 million. The effect of this transaction is<br />
to fix the interest rate on the tranche. The IRS was however unwound in full on 3 January 2007.<br />
(iii) 30-YEAR JPY26.0 BILLION TERM LOAN<br />
On 30 March 2004, TNBCL entered into a 30-year JPY26.0 billion unsecured loan,<br />
paying interests at USD fixed rates. The loan will mature on 13 April 2034. The loan is an amortising<br />
loan whose principal is payable in 20 equal annual instalments. The first repayment shall be due on<br />
13 April 2015. The interest is paid semi-annually on 13 April and 13 October each year commencing<br />
13 October 2005. The balance as at 31 August 2007 is RM789.7 million (2006: RM817.6 million).<br />
USD-JPY Option on the principal repayment<br />
In April 2004, TNBCL entered into Currency Option Agreements with a notional<br />
amount of JPY26.0 billion as a hedge on its Term Loan. This transaction enables TNBCL to reduce<br />
its exposure to losses that may arise from adverse fluctuation on foreign currency exchange rates in<br />
relation to the above Term Loan.<br />
(iv) 5- YEAR JPY11.0 BILLION TERM LOAN<br />
On 13 December 2004, the Company entered into a 5-year JPY11.0 billion unsecured<br />
loan, paying floating interest rates. The loan will mature on 4 January 2010. The loan is an amortising<br />
loan whose principal amount is payable in 10 equal semi-annual instalments. The first repayment of<br />
the loan commenced on 4 July 2005. The translated Ringgit Malaysia of the loan as at 31 August 2007<br />
in accordance with Company’s accounting policy is equivalent to RM167.0 million (2006: RM242.1<br />
million).<br />
53<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Notes to the Financial Statements<br />
for the financial year ended 31 August 2007 (Continued)<br />
29 BORROWINGS (Continued)<br />
(a)<br />
Term loans (Continued)<br />
(iv) 5- YEAR JPY11.0 BILLION TERM LOAN (Continued)<br />
JPY-MYR cross-currency swap (‘CCS’)<br />
In October 2006, TNB entered into a CCS agreement that entitles TNB to receive a floating<br />
interest rate in JPY and to pay a fixed rate of 4.23% in Ringgit Malaysia. The notional principle of the<br />
swap is JPY7.7 billion. The effect of this transaction is to fix the interest rate payable on that loan and<br />
reduce TNB’s exposure to losses that may arise from adverse fluctuation on foreign currency exchange<br />
rates and interest rates in relation to the loan.<br />
(b)<br />
Bonds<br />
Details of bonds with designated derivative financial instruments are as follows:<br />
(i) 5-YEAR USD400.0 MILLION GUARANTEED EXCHANGEABLE BONDS (‘GEB’)<br />
On 20 November 2002, TNBCL a wholly owned subsidiary of TNB, issued USD400.0<br />
million 2.625% GEB. The GEB’s maturity date is on 20 November 2007.<br />
The holders of the GEB are entitled to exchange, at par, the GEB for TNB’s share<br />
based on an exchange price which had commenced on 20 December 2002 and ended on 21 October<br />
2007. The holders of the GEB also had the option to put the bonds to TNBCL for redemption on 20<br />
November 2005. The put option notice period had since expired on 21 October 2005. On the expiry<br />
date, no bonds were put and the issuer, TNBCL was not required to repurchase all of its bonds or any<br />
portion of the principal amount thereof.<br />
The GEB are redeemable at the option of the issuer, in whole or in part, upon notice<br />
to the holders on or any time after 20 November 2005.<br />
On 28 February 2006, the exchange price of the GEB was adjusted from RM10.15 per<br />
share to RM8.10 per share as a result of TNB’s bonus issue.<br />
The right of exchange of the Bonds had expired on 6 October 2006. Upon expiry<br />
of that right, a total of USD398.9 million were exchanged. As a result of the exchange, the paid-up<br />
ordinary share capital of the Company had increased by the total of 187,155,756 new TNB shares. On<br />
13 October 2006, the balance of USD1.1 million, had since been fully redeemed.<br />
(ii) 5-YEAR RM200.0 MILLION CONVERTIBLE INCOME SECURITIES (‘CRIS’)<br />
On 11 May 2004, the Company issued RM200.0 million 3.05% CRIS. The CRIS will<br />
mature on 8 May 2009.<br />
The holders of the CRIS have the right at any time during the conversion period to<br />
convert all or any part of the CRIS into fully paid up ordinary shares of the Company at the conversion<br />
price.<br />
On 28 February 2006, the exchange price of the CRIS was adjusted from RM11.47 per<br />
share to RM9.18 per share as a result of the bonus issue.<br />
(iii) ISLAMIC DEBT SECURITIES - BAI BITHAMIN AJIL (‘BaIDS’)<br />
On 28 June 2004, Kapar Energy Ventures Sdn Bhd (‘KEV’), a subsidiary of TNB obtained<br />
RM3,402.0 million BaIDS to finance the acquisition of Stesen Janaelektrik Sultan Salahuddin Abdul<br />
Aziz. The tenure of the BaIDS Facility ranges from 1 to 15 years with a profit rate of between 3.65%<br />
and 8.70% per annum.<br />
54<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Notes to the Financial Statements (Continued)<br />
29 BORROWINGS (Continued)<br />
(b)<br />
Bonds (Continued)<br />
(iii) ISLAMIC DEBT SECURITIES - BAI BITHAMIN AJIL (‘BaIDS’) (Continued)<br />
The BaIDS are secured by the following:<br />
(i) Charge over KEV’s leased land. The charge of the leased land was not effected as<br />
at 31 August 2007.<br />
(ii) Debenture over KEV’s assets and properties and assignment of all rights, title<br />
interest and benefits under the project documents, the assigned insurances, and the designated<br />
accounts to secure the payment and repayment of the total secured amounts.<br />
(iii) The Priority and Security Sharing Agreement.<br />
The terms of BaIDS require deposits to be placed in the debt reserve account with<br />
a licensed bank to meet the debt servicing requirements. The terms of BaIDS also require KEV to<br />
maintain certain financial covenants.<br />
(c)<br />
Income Securities<br />
Fixed Income Securities (‘FIS’)<br />
The FIS consists of both redeemable bonds and Redeemable Preference Shares (‘RPS’), details of which are<br />
as follows:<br />
(i) 1,500 interest bearing 10-year redeemable unsecured bonds (“Bonds”) of an<br />
aggregated nominal value of RM999.0 million issued at 100% of nominal value (in denominations<br />
of RM999,000.00 each), with detachable coupons representing interest on the Bonds. The Bonds are<br />
to be redeemed at par in two tranches with redemption amounts of RM999.0 million and RM499.5<br />
million on 16 August 2011 and 19 September 2011 respectively, and;<br />
(ii) 1,000 Class A RPS of RM1.00 each, issued at a premium of RM999.00 per share and<br />
500 Class B RPS of RM1.00 each, issued at a premium of RM999.00 per share. Both classes of RPS are<br />
redeemable at RM1,000 each at the Company’s option at any time on or after 16 August 2010 and<br />
19 September 2010, for Class A and B RPS respectively. If the Class A and B RPS are not redeemed by<br />
16 August 2011 and 19 September 2011 respectively, an additional sum of RM1.0 million on the first<br />
tranche and RM0.5 million on the second tranche shall become due and payable under the final Bond<br />
Coupon payment for each of the tranches.<br />
If the Company elects to declare and pay dividends on the RPS, payment of such dividends amounting to<br />
RM71.9 million per annum (net of income tax) shall be on a six monthly basis non-cumulative. In addition,<br />
interest under the Bond Coupons amounting to RM0.2 million per annum shall be payable. In the event<br />
that dividends on the RPS are not declared or paid, interest payable under the Bond Coupon is RM94.5<br />
million per annum payable semi-annually.<br />
The FIS are classified as debt instruments and hence are reported as liabilities. Accordingly, the annual<br />
net dividend payment of the RPS amounting to RM71.9 million is classified as an interest expense in the<br />
income statement.<br />
Under the terms of the FIS, if the holder of the RPS is unable to receive the related tax credits associated<br />
with the transaction, the Company has to indemnify the holder of the RPS, in respect of the benefits<br />
denied and any penalties arising which the RPS holder may incur.<br />
55<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Notes to the Financial Statements<br />
for the financial year ended 31 August 2007 (Continued)<br />
30 CONSUMER DEPOSITS<br />
Consumers (with the exception of employees and government departments/agencies) are required to deposit<br />
a sum sufficient to cover charges for two months supply of energy as allowed under the regulation of the<br />
Licensee Supply (Amendment) Regulations 2002. In default of payment of the deposit within the time specified,<br />
the supply to the consumer’s installation may be disconnected, subject to certain conditions laid out in the<br />
Regulations.<br />
TNB shall pay a sum equivalent to 5% per annum on the amount of cash deposit as a rebate, on a pro-rated<br />
basis, in January every year.<br />
31 EMPLOYEE BENEFITS<br />
The movements during the financial year in the amounts recognised in the consolidated balance sheet are as<br />
follows:<br />
Retirement Retirement<br />
benefit plan medical plan Total<br />
RM’million RM’million RM’million<br />
Group<br />
At 1 September 2005 941.0 1,307.2 2,248.2<br />
Charged to income statement 199.8 95.3 295.1<br />
Contribution and benefits paid (129.8) (99.4) (229.2)<br />
At 31 August 2006 1,011.0 1,303.1 2,314.1<br />
Charged to income statement 249.0 400.2 649.2<br />
Contribution and benefits paid (123.8) (108.9) (232.7)<br />
At 31 August 2007 1,136.2 1,594.4 2.730.6<br />
The amounts recognised in the consolidated balance sheet are analysed as follows:<br />
Group<br />
Retirement Retirement<br />
benefit plan medical plan Total<br />
RM’million RM’million RM’million<br />
At 31 August 2006<br />
Present value of obligations 1,595.3 1,340.4 2,935.7<br />
Fair value of plan assets (451.7) 0 (451.7)<br />
Present value of unfunded obligations 1,143.6 1,340.4 2,484.0<br />
Unrecognised actuarial losses (92.9) 0 (92.9)<br />
Unrecognised past service cost (41.9) (37.3) (79.2)<br />
Others 2.2 0 2.2<br />
Liability in the balance sheet 1,011.0 1,303.1 2,314.1<br />
At 31 August 2007<br />
Present value of obligations 2,049.6 3,053.5 5,103.1<br />
Fair value of plan assets (648.2) 0 (648.2)<br />
Present value of unfunded obligations 1,401.4 3,053.5 4,454.9<br />
Unrecognised actuarial losses (193.8) (1,459.1) (1,652.9)<br />
Unrecognised past service cost (77.3) 0 (77.3)<br />
Others 5.9 0 5.9<br />
Liability in the balance sheet 1,136.2 1,594.4 2,730.6<br />
56<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Notes to the Financial Statements (Continued)<br />
31 EMPLOYEE BENEFITS (Continued)<br />
The expense recognised in the consolidated income statement is analysed as follows:<br />
Group<br />
2006<br />
Retirement Retirement<br />
benefit plan medical plan Total<br />
RM’million RM’million RM’million<br />
Current service cost 110.9 8.3 119.2<br />
Interest cost 98.8 87.0 185.8<br />
Expected return on plan assets (25.7) 0 (25.7)<br />
Past service cost 15.5 0 15.5<br />
Others 0.3 0 0.3<br />
Total, included in staff costs 199.8 95.3 295.1<br />
Actual return on plan assets (18.8) 0 (18.8)<br />
2007<br />
Retirement Retirement<br />
benefit plan medical plan Total<br />
RM’million RM’million RM’million<br />
Current service cost 133.2 8.4 141.6<br />
Interest cost 119.2 199.4 318.6<br />
Expected return on plan assets (28.6) 0 (28.6)<br />
Actuarial losses recognised 9.7 192.4 202.1<br />
Past service cost 15.5 0 15.5<br />
Amortisation of transitional liability 0 0 0<br />
Total, included in staff costs 249.0 400.2 649.2<br />
Actual return on plan assets (144.0) 0 (144.0)<br />
The charge to income statement was included in the administrative expenses.<br />
57<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Notes to the Financial Statements<br />
for the financial year ended 31 August 2007 (Continued)<br />
31 EMPLOYEE BENEFITS (Continued)<br />
The principal actuarial assumptions used in respect of the Group’s defined benefit plans were as follows:<br />
Group<br />
At 31 August 2006<br />
Retirement Retirement<br />
benefit plan medical plan<br />
% %<br />
Discount rates 7.0 7.0<br />
Expected return on plan assets 8.0 N/A<br />
Expected rate of salary increases 5.0 N/A<br />
Medical cost inflation<br />
- inpatient N/A 6.0<br />
- outpatient N/A 6.0<br />
At 31 August 2007<br />
Discount rates 6.5 7.1<br />
Expected return on plan assets 6.0 N/A<br />
Expected rate of salary increases 6.0 N/A<br />
Medical cost inflation<br />
- inpatient N/A 7.9<br />
- outpatient N/A 5.1<br />
The movements during the financial year in the amounts recognised in the Company’s balance sheet are as<br />
follows:<br />
Company<br />
Retirement Retirement<br />
benefit plan medical plan Total<br />
RM’million RM’million RM’million<br />
At 1 September 2005 929.6 1,233.3 2,162.9<br />
Charged to income statement 198.8 87.0 285.8<br />
Contributions and benefits paid (128.0) (99.4) (227.4)<br />
At 31 August 2006 1,000.4 1,220.9 2,221.3<br />
Charged to income statement 246.2 391.8 638.0<br />
Contributions and benefits paid (123.0) (108.9) (231.9)<br />
At 31 August 2007 1,123.6 1,503.8 2,627.4<br />
58<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Notes to the Financial Statements (Continued)<br />
31 EMPLOYEE BENEFITS (Continued)<br />
The amounts recognised in the Company’s balance sheet are analysed as follows:<br />
Company<br />
At 31 August 2006<br />
Retirement Retirement<br />
benefit plan medical plan Total<br />
RM’million RM’million RM’million<br />
Present value of obligations 1,586.0 1,258.2 2,844.2<br />
Fair value of plan assets (451.1) 0 (451.1)<br />
Present value of unfunded obligations 1,134.9 1,258.2 2,393.1<br />
Unrecognised actuarial losses (41.7) (37.3) (79.0)<br />
Unrecognised past service cost (92.8) 0 (92.8)<br />
Liability in the balance sheet 1,000.4 1,220.9 2,221.3<br />
At 31 August 2007<br />
Present value of obligations 2,042.9 2,962.9 5,005.8<br />
Fair value of plan assets (648.2) 0 (648.2)<br />
Present value of unfunded obligations 1,394.7 2,962.9 4,357.6<br />
Unrecognised actuarial losses (193.8) (1,459.1) (1,652.9)<br />
Unrecognised past service cost (77.3) 0 (77.3)<br />
Liability in the balance sheet 1,123.6 1,503.8 2,627.4<br />
The expense recognised in the Company’s income statement is analysed as follows:<br />
Company<br />
2006<br />
Retirement Retirement<br />
benefit plan medical plan Total<br />
RM’million RM’million RM’million<br />
Current service cost 110.3 0 110.3<br />
Interest cost 98.7 87.0 185.7<br />
Expected return on plan assets (25.7) 0 (25.7)<br />
Past service cost 15.5 0 15.5<br />
Total, included in staff costs 198.8 87.0 285.8<br />
Actual return on plan assets (18.8) 0 (18.8)<br />
59<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Notes to the Financial Statements<br />
for the financial year ended 31 August 2007 (Continued)<br />
31 EMPLOYEE BENEFITS (Continued)<br />
Retirement Retirement<br />
benefit plan medical plan Total<br />
RM’million RM’million RM’million<br />
Company<br />
2007<br />
Current service cost 130.4 0 130.4<br />
Interest cost 119.2 199.4 318.6<br />
Expected return on plan assets (28.6) 0 (28.6)<br />
Actuarial losses recognised 9.7 192.4 202.1<br />
Past service cost 15.5 0 15.5<br />
Total, included in staff costs 246.2 391.8 638.0<br />
Actual return on plan assets (144.0) 0 (144.0)<br />
The charge to income statement was included in the administrative expenses.<br />
The principal actuarial assumptions used in respect of the Company’s defined benefit plans were as follows:<br />
Company<br />
At 31 August 2006<br />
Retirement Retirement<br />
benefit plan medical plan<br />
% %<br />
Discount rates 7.0 7.0<br />
Expected return on plan assets 8.0 N/A<br />
Expected rate of salary increases 5.0 N/A<br />
Medical cost inflation<br />
- inpatient N/A 6.0<br />
- outpatient N/A 6.0<br />
At 31 August 2007<br />
Discount rates 6.5 7.1<br />
Expected return on plan assets 6.0 N/A<br />
Expected rate of salary increases 6.0 N/A<br />
Medical cost inflation<br />
- inpatient N/A 8.0<br />
- outpatient N/A 5.0<br />
60<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Notes to the Financial Statements (Continued)<br />
32 DEFERRED TAXATION<br />
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets<br />
against current tax liabilities and when the deferred taxes relate to the same tax authority. The following<br />
amounts, determined after appropriate offsetting, are shown in the balance sheet:<br />
Group<br />
Company<br />
2007 2006 2007 2006<br />
RM’million RM’million RM’million RM’million<br />
Deferred tax liabilities:<br />
- subject to corporate income tax (6,274.4) (6,390.2) (5,524.8) (5,724.0)<br />
- subject to real property gains tax 0 (34.4) 0 (34.4)<br />
(6,274.4) (6,424.6) (5,524.8) (5,758.4)<br />
The movements during the financial year relating to deferred tax are as follows:<br />
Group<br />
Company<br />
2007 2006 2007 2006<br />
RM’million RM’million RM’million RM’million<br />
As at the beginning of the financial year (6,424.6) (5,997.8) (5,758.4) (5,456.5)<br />
(Charged)/credited to income statement:<br />
- property, plant and equipment 149.1 (399.7) 232.5 (274.8)<br />
- provision and allowances 1.1 (27.1) 1.1 (27.1)<br />
150.2 (426.8) 233.6 (301.9)<br />
As at the end of the financial year (6,274.4) (6,424.6) (5,524.8) (5,758.4)<br />
Subject to income tax<br />
Deferred tax assets (before offsetting)<br />
Provision and allowances 798.6 797.5 798.6 797.5<br />
Property, plant and equipment 1.6 1.6 0 0<br />
Offsetting (800.2) (799.1) (798.6) (797.5)<br />
Deferred tax assets (after offsetting) 0 0 0 0<br />
Deferred tax liabilities (before offsetting)<br />
Property, plant and equipment (7,074.6) (7,189.3) (6,323.4) (6,521.5)<br />
Offsetting 800.2 799.1 798.6 797.5<br />
Deferred tax liabilities (after offsetting) (6,274.4) (6,390.2) (5,524.8) (5,724.0)<br />
Subject to capital gains tax<br />
Group<br />
Company<br />
2007 2006 2007 2006<br />
RM’million RM’million RM’million RM’million<br />
Deferred tax liabilities<br />
Property, plant and equipment 0 (34.4) 0 (34.4)<br />
61<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Notes to the Financial Statements<br />
for the financial year ended 31 August 2007 (Continued)<br />
32 DEFERRED TAXATION (Continued)<br />
The amount of deductible temporary differences and unused tax losses (both of which have no expiry date) for<br />
which no deferred tax assets is recognised in the balance sheet are as follows:<br />
Group<br />
Company<br />
2007 2006 2007 2006<br />
RM’million RM’million RM’million RM’million<br />
Deductible temporary differences 1,688.4 1,180.3 0 0<br />
Tax losses 1,222.7 1,135.2 0 0<br />
As at 31 August 2007, the temporary differences associated with unremitted earnings of subsidiaries for which<br />
deferred tax liabilities have not been recognised amounted to RM740.2 million (2006: RM498.0 million).<br />
33 DEFERRED INCOME<br />
Group<br />
Company<br />
2007 2006 2007 2006<br />
RM’million RM’million RM’million RM’million<br />
As at the beginning of the financial year 2,675.8 2,505.9 2,400.6 2,271.0<br />
Received during the financial year 454.6 510.3 395.9 406.7<br />
Released to income statement (Note 4) (326.9) (340.4) (291.8) (277.1)<br />
As at the end of the financial year 2,803.5 2,675.8 2,504.7 2,400.6<br />
34 GOVERNMENT DEVELOPMENT GRANTS<br />
Group<br />
2007 2006<br />
RM’million RM’million<br />
As at the beginning of the financial year 665.0 686.0<br />
Received during the financial year 0 26.3<br />
Released to income statement (Note 7) (44.5) (47.3)<br />
As at the end of the financial year 620.5 665.0<br />
The Government development grants are in respect of capital grants received by an 80% subsidiary company<br />
Sabah Electricity Sdn. Bhd. for capital projects in the State of Sabah.<br />
62<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Notes to the Financial Statements (Continued)<br />
35 SHARE CAPITAL<br />
Group and Company<br />
2007 2006<br />
RM<br />
RM<br />
Authorised:<br />
Ordinary shares of RM1.00 each 5,000,000,000 5,000,000,000<br />
Special Rights Redeemable Preference Share of RM1.00 each 1 1<br />
Class A Redeemable Preference Shares of RM1.00 each<br />
As at the beginning/end of the financial year 1,000 1,000<br />
Class B Redeemable Preference Shares of RM1.00 each<br />
As at the beginning/end of the financial year 500 500<br />
Issued and fully paid:<br />
Ordinary shares of RM1.00 each 4,331,709,068 4,135,170,337<br />
Special Rights Redeemable Preference Share of RM1.00 each 1 1<br />
Total share capital issued and fully paid as at the<br />
end of the financial year 4,331,709,069 4,135,170,338<br />
Movements on issued ordinary shares of RM1.00 each<br />
As at the beginning of the financial year 4,135,170,337 3,220,719,030<br />
Issuance of ordinary shares of RM1.00 each under the ESOS II 66,736,312 33,335,924<br />
Issuance of ordinary shares of RM1.00 under<br />
the exchange of Guaranteed Exchangeable Bonds 114,699,925 72,413,901<br />
Issuance of ordinary shares of RM1.00 under<br />
the Unsecured Convertible Redeemable Income Securities 15,102,494 0<br />
Issuance of bonus shares as fully paid up, on the basis<br />
of one (1) bonus share for every four (4) existing TNB<br />
shares held by shareholders via the capitalisation of<br />
the share premium account 0 808,701,482<br />
As at the end of the financial year 4,331,709,068 4,135,170,337<br />
Employees’ Share Option Scheme (‘ESOS’)<br />
The Company implemented a new Employees’ Share Option Scheme II (‘ESOS II’) on 8 July 2003 for a period of<br />
10 years. The ESOS II is governed by the bye-laws, which were approved by the shareholders at an Extraordinary<br />
General Meeting (‘EGM’) on 29 May 2003 and amended at the EGM held on 15 December 2005.<br />
The main features of ESOS II are as follows:<br />
(a) The total number of ordinary shares to be issued by the Company under the ESOS II shall not exceed 10%<br />
of total issued and paid-up ordinary shares of the Company, such that not more than 50% of the shares<br />
available under the ESOS II are allocated, in aggregate, to Directors and senior management.<br />
(b)<br />
Not more than 10% of the shares available under the ESOS II is allocated to any individual Director or<br />
employee who, either singly or collectively through his/her associates, holds 20% or more in the issued<br />
and paid-up capital of the Company.<br />
63<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Notes to the Financial Statements<br />
for the financial year ended 31 August 2007 (Continued)<br />
35 SHARE CAPITAL (Continued)<br />
Employees’ Share Option Scheme (‘ESOS’) (Continued)<br />
(c)<br />
(d)<br />
(e)<br />
Any employee, including any Executive Director and those categorised as Fixed Term Senior Management,<br />
but excluding a Skim A employee (the scheme governing employees who, upon the corporatisation and<br />
privatisation of the Lembaga Letrik Negara in 1990, remain employed under the Government’s terms and<br />
conditions) are eligible to participate in the ESOS II. Employees under the Fixed Term Senior Management<br />
are also entitled to the Performance Options based on them meeting prescribed performance targets.<br />
The option price under the ESOS II is the higher of the weighted average market price of the shares as<br />
shown in the daily official list issued by the Bursa Malaysia Securities <strong>Berhad</strong> for the five trading days<br />
preceding the date of offer with a 10% discount on the nominal value of the shares, subject always that<br />
the discount shall not be applicable to any shares under the Performance Option.<br />
In the event of any alteration to the capital structure of the Company during the option period which<br />
expires on 7 July 2013, such corresponding alterations shall be made in:<br />
(i) the number of new shares in relation to the ESOS II so far as unexercised;<br />
(ii) the option price; and/or<br />
(iii) the method of the exercise of the option.<br />
.<br />
(f)<br />
(g)<br />
Options granted under the ESOS II carry no dividends or voting rights. Upon exercise of the options,<br />
shares issued rank pari passu in all respects with the then existing ordinary shares of the Company.<br />
The persons to whom the options have been granted under the ESOS II have no right to participate in any<br />
share issue of any other company within the Group.<br />
Movements in the number of shares represented by options outstanding and their related weighted average<br />
exercise prices are as follows:<br />
2007 2006<br />
Average Number Average Number<br />
exercise of exercise of<br />
price shares price shares<br />
RM/share ‘000 RM/share ‘000<br />
Beginning of year 6.89 133,821 6.81 120,013<br />
Granted 10.92 17,087 7.33 17,267<br />
Bonus Issue 0 0 6.89 30,679<br />
Exercised 6.86 (66,736) 6.82 (33,336)<br />
Expired 11.68 (141) 7.16 (802)<br />
At end of year 7.73 84,031 6.89 133,821<br />
Out of the options outstanding, those representing 84,030,814 shares (31.8.2006: 133,821,051 shares) were<br />
exercisable. Options exercised during the period resulted in 66,736,312 shares (31.8.2006: 33,335,924 units) being<br />
issued at RM6.71, RM6.99, RM7.42, RM7.33, RM7.75, RM7.80, RM9.189 or RM11.07 each (31.8.2006: RM8.39,<br />
RM8.74, RM9.28, RM6.71, RM6.99, RM7.42 or RM7.33 each). The related weighted average share price at the<br />
time of exercise was RM7.73 (31.8.2006: RM6.89) per share.<br />
64<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Notes to the Financial Statements (Continued)<br />
35 SHARE CAPITAL (Continued)<br />
Employees’ Share Option Scheme (‘ESOS’) (Continued)<br />
Details relating to the options exercised during the financial year are as follows:<br />
Number of<br />
Fair value of<br />
shares<br />
shares at share Exercise issued as at<br />
Exercise date issue date price 31.8.2007<br />
RM/share<br />
RM/share<br />
September 2006 9.15-10.10 6.71/6.99/7.42/7.33 5,665,650<br />
October 2006 9.55-10.10 6.71/6.99/7.42/7.33 8,760,475<br />
November 2006 9.95-10.90 6.71/6.99/7.42/7.33 6,233,325<br />
December 2006 10.80-11.60 6.71/6.99/7.42/7.33 12,435,132<br />
January 2007 11.00-12.40 6.71/6.99/7.42/7.33 8,694,675<br />
February 2007 12.00-12.40 6.71/6.99/7.42/7.33/7.75/7.80 10,226,530<br />
March 2007 11.10-12.00 6.71/6.99/7.42/7.33 2,497,075<br />
April 2007 11.50-12.20 6.71/6.99/7.42/7.33 3,129,975<br />
May 2007 11.10-12.00 6.71/6.99/7.42/7.33/7.75/11.07 3,938,600<br />
June 2007 11.20-11.70 6.71/6.99/7.42/7.33/11.07 1,919,825<br />
July 2007 10.90-11.60 6.71/6.99/7.42/7.33/9.189 2,214,775<br />
August 2007 9.95-10.90 6.71/6.99/7.42/7.33 1,020,275<br />
Sub-total 66,736,312<br />
Exchange of Guaranteed Exchangeable Bonds (‘GEB’) 8.10 114,699,925<br />
Conversion of Convertible Redeemable Income Securities (‘CRIS’) 9.18 15,102,494<br />
Total 196,538,731<br />
Share options outstanding at the end of the year have the following expiry dates and exercise price.<br />
Number of shares<br />
Expiry date Exercise price 2007 2006<br />
RM/share ‘000 ‘000<br />
07.07.2013 6.71 42,877 92,022<br />
07.07.2013 6.99 5,149 9,070<br />
07.07.2013 7.75 7,469 250<br />
07.07.2013 7.42 205 13,034<br />
07.07.2013 8.39 0 0<br />
07.07.2013 7.80 288 313<br />
07.07.2013 7.33 8,042 14,022<br />
07.07.2013 7.33 3,110 5,110<br />
07.07.2013 9.189 1,306 0<br />
07.07.2013 11.07 15,585 0<br />
84,031 133,821<br />
65<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Notes to the Financial Statements<br />
for the financial year ended 31 August 2007 (Continued)<br />
35 SHARE CAPITAL (Continued)<br />
Employees’ Share Option Scheme (‘ESOS’) (Continued)<br />
The weighted average fair value of options granted during the year was determined using the Trinomial<br />
valuation model. The significant inputs into the model were as follows:<br />
5 year average<br />
Share price Exercise Option Expected Risk free share price<br />
Grant Date at grant date price life dividend yield interest rate movement<br />
RM RM Years % % %<br />
25.02.2005 8.24 7.75 8 1.14 3.64 21.57<br />
31.03.2005 8.00 7.42 8 1.14 3.33/3.72 22.13<br />
17.07.2005 8.56 7.80 7 1.14 3.40 19.41<br />
24.02.2006 8.70 7.33 7 1.14 3.43/3.63/3.77 24.01<br />
16.04.2006 8.65 7.33 7 1.14 3.55/3.96 18.07<br />
25.09.2006 9.91 9.189 6 1.14 3.86/3.95 18.52<br />
28.03.2007 11.50 11.07 6 1.14 3.48/3.50 17.59<br />
The charges to income statement arising from share-based payments during the financial year amounted to<br />
RM35.7 million (2006:nil) for the Group and RM30.8 million (2006:nil) for the Company as set out in Note 6 to<br />
these financial statements.<br />
31.8.2007<br />
RM’000<br />
Ordinary share capital, at par 66,736<br />
Share premium 391,233<br />
Proceeds received on exercise of share options 457,969<br />
Fair value at exercise date of shares issued 743,961<br />
Special Rights Redeemable Preference Share (‘Special Share’)<br />
(a)<br />
The Special Share would enable the Government of Malaysia through the Minister of Finance Incorporated<br />
to ensure that certain major decisions affecting the operations of the Company are consistent with the<br />
Government’s policies. The Special Shareholder, which may only be the Government or any representative<br />
or person acting on its behalf, is entitled to receive notices of meetings but not to vote at such meetings<br />
of the Company. However, the Special Shareholder is entitled to attend and speak at such meetings.<br />
The Special Shareholder has the right to appoint any person, but not more than six at any time, to be the<br />
Board of Directors of the Company.<br />
(b)<br />
(c)<br />
(d)<br />
Certain matters, in particular the alteration of the Articles of Association of the Company relating to the<br />
rights of the Special Shareholder, creation and issue of additional shares which carry different voting<br />
rights, the dissolution of the Company, substantial disposal of assets, amalgamations, merger and takeover,<br />
require the prior consent of the Special Shareholder.<br />
The Special Shareholder does not have any right to participate in the capital or profits of the Company.<br />
The Special Shareholder has the right to require the Company to redeem the Special Share, at par, at any<br />
time.<br />
66<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Notes to the Financial Statements (Continued)<br />
35 SHARE CAPITAL (Continued)<br />
Class A and Class B Redeemable Preference Shares (‘RPS’)<br />
The main features of the Company’s Class A and Class B RPS are as follows:<br />
(a)<br />
(b)<br />
(c)<br />
The RPS do not carry any right to participate in the assets and surplus profit of the Company.<br />
The RPS holders have no voting rights except on resolution to amend the RPS holders’ rights.<br />
These RPS are not convertible into ordinary shares<br />
(d) The Company has the right to redeem all Class A and Class B RPS on or after 16 August 2010 and 19<br />
September 2010 respectively at RM1,000 each.<br />
As described in Note 29(c) to these financial statements, these RPS form part of the Company’s Fixed Income<br />
Securities.<br />
36 SHARE PREMIUM<br />
Group and Company<br />
2007 2006<br />
RM’million RM’million<br />
As at the beginning of the financial year 3,912.9 3,989.6<br />
Arising in respect of ordinary shares<br />
issued during the financial year 1,329.1 732.0<br />
Issuance of bonus shares as fully paid up<br />
on the basis of one (1) bonus share for<br />
every four (4) existing TNB shares held<br />
by shareholders via the capitalisation<br />
of the share premium account 0 (808.7)<br />
As at the end of the financial year 5,242.0 3,912.9<br />
37 REVALUATION AND OTHER RESERVES<br />
Non-distributable<br />
Group<br />
Company<br />
2007 2006 2007 2006<br />
RM’million RM’million RM’million RM’million<br />
Revaluation reserve 1,000.6 1,027.7 990.5 1,017.6<br />
Foreign currency translation reserve 5.2 (37.5) 0 0<br />
Reserve on consolidation (146.6) (146.6) 0 0<br />
Employees’ Share Option Scheme reserve 35.7 0 30.8 0<br />
894.9 843.6 1,021.3 1,017.6<br />
67<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Notes to the Financial Statements<br />
for the financial year ended 31 August 2007 (Continued)<br />
37 REVALUATION AND OTHER RESERVES (Continued)<br />
The movements in each category of reserves were as follows:<br />
Revaluation reserve<br />
Group<br />
Company<br />
2007 2006 2007 2006<br />
RM’million RM’million RM’million RM’million<br />
As at the beginning of the financial year 1,027.7 1,034.6 1,017.6 1,028.7<br />
Realisation of revaluation reserve (27.1) (6.9) (27.1) (11.1)<br />
As at the end of the financial year 1,000.6 1,027.7 990.5 1,017.6<br />
Foreign currency translation reserve<br />
As at the beginning of the financial year (37.5) (43.3) 0 0<br />
Arising in the financial year 42.7 5.8 0 0<br />
As at the end of the financial year 5.2 (37.5) 0 0<br />
Reserve on consolidation<br />
As at the beginning of the financial year (146.6) (146.6) 0 0<br />
Arising in the financial year 0 0 0 0<br />
As at the end of the financial year (146.6) (146.6) 0 0<br />
Employees’ Share Option Scheme reserve<br />
As at the beginning of the financial year 0 0 0 0<br />
Arising in the financial year 35.7 0 30.8 0<br />
As at the end of the financial year 35.7 0 30.8 0<br />
Total revaluation and other reserves<br />
As at the beginning of the financial year 843.6 844.7 1,017.6 1,028.7<br />
Arising in the financial year 78.4 5.8 30.8 0<br />
Realisation of revaluation reserve (27.1) (6.9) (27.1) (11.1)<br />
As at the end of the financial year 894.9 843.6 1,021.3 1,017.6<br />
38 RETAINED PROFITS<br />
Subject to agreement by the Inland Revenue Board, the Company has sufficient tax credits under Section 108<br />
of the Income Tax Act, 1967 available to frank approximately RM1,858.3 million (2006: RM1,058.2 million) of<br />
its retained profits as at 31 August 2007, if paid out as dividends. There is insufficient tax credit to cover the<br />
remaining profits of RM11,427.2 million (2006: RM9,777.4 million), if paid out as dividends.<br />
In addition, the Company has tax exempt income as at 31 August 2007 arising from the Income Tax (Amendment)<br />
Act, 1999, relating to tax on income earned in 1999 being waived and exempt dividend income amounting to<br />
approximately RM47.3 million (2006: RM129.1 million) available for distribution as tax exempt dividends to<br />
shareholders. This tax exempt income is subject to agreement by the Inland Revenue Board.<br />
68<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Notes to the Financial Statements (Continued)<br />
39 COMMITMENTS<br />
(a)<br />
Capital and other commitments for 5 years<br />
Group<br />
Company<br />
2007 2006 2007 2006<br />
RM’million RM’million RM’million RM’million<br />
Authorised capital expenditure<br />
not provided in the financial<br />
statements<br />
Contracted 1,141.2 2,048.4 912.9 1,867.7<br />
Not contracted 11,580.6 12,781.5 11,283.5 12,180.3<br />
12,721.8 14,829.9 12,196.4 14,048.0<br />
(b)<br />
Non-cancellable operating lease commitments<br />
Group and Company<br />
2007 2006<br />
RM’million RM’million<br />
Future minimum lease payments<br />
Not later than one year 13.3 13.3<br />
Later than one year and not later than five years 24.3 37.5<br />
37.6 50.8<br />
The above lease payments relate to the non-cancellable operating leases of the Group and the Company.<br />
40 CONTINGENT LIABILITIES (UNSECURED)<br />
Group<br />
Company<br />
2007 2006 2007 2006<br />
RM’million RM’million RM’million RM’million<br />
Claims by third parties 943.0 974.5 917.9 905.4<br />
Trade guarantees and performance bonds 5.4 5.4 0 0<br />
Corporate guarantees given to financial<br />
institutions in respect of facilities granted<br />
to subsidiaries 170.8 0 3,894.4 5,366.4<br />
Stamp duties on transfer of assets<br />
to a subsidiary (1) 108.0 108.0 0 0<br />
Other contingent liabilities 29.7 67.2 0 0<br />
1,256.9 1,155.1 4,812.3 6,271.8<br />
Claims by third parties include claims by contractors, consultants, consumers and former employees. These claims<br />
are being resolved and the Directors are of the opinion that their outcome will not have a material adverse<br />
effect on the financial position of both the Group and the Company.<br />
(1)<br />
In respect of stamp duties on transfer of assets from Lembaga Letrik Sabah, SESB is in the process of<br />
obtaining a vesting order to exempt itself from any potential liability.<br />
69<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Notes to the Financial Statements<br />
for the financial year ended 31 August 2007 (Continued)<br />
41 SIGNIFICANT RELATED PARTY DISCLOSURES<br />
In addition to related party balances mentioned elsewhere in the financial statements, set out below are other<br />
significant related party transactions which were carried out on terms and conditions negotiated amongst the<br />
related parties:<br />
Group<br />
Company<br />
2007 2006 2007 2006<br />
RM’million RM’million RM’million RM’million<br />
(a) Sales of electricity to associates 0.3 0.1 0.3 0.1<br />
(b) Purchases of electricity from<br />
associates 1,194.9 1,156.2 1,194.9 1,156.2<br />
(c) Interest income received from an<br />
associate - GB3 Sdn Bhd 5.9 6.3 5.9 6.3<br />
Sales and purchases of electricity to and from associates are aggregated because the transactions are similar in<br />
nature and no single transaction is significant enough to warrant separate disclosure.<br />
As stated under paragraph 5 of FRS Standard No. 124 “Related Party Disclosures”, disclosure of significant related<br />
party transactions between a state-controlled enterprise with other state-controlled enterprises is not required<br />
to be disclosed in the financial statements.<br />
Accordingly, significant related party transactions between the Company and other Government controlled<br />
entities are not presented as the principal shareholders of the Company are the Government of Malaysia and<br />
related entities owned by the Government.<br />
42 SEGMENTAL REPORTING<br />
As the principal activities of the Group and the Company are the generation, transmission, distribution and sale<br />
of electricity, segmental reporting is deemed not necessary.<br />
43 FINANCIAL RISK MANAGEMENT<br />
(a)<br />
Financial risk management objectives and policies<br />
The main risks arising from the Group’s financial assets and liabilities are foreign currency exchange,<br />
interest rate, credit, liquidity and cash flow risks.<br />
The Group’s overall risk management seeks to minimise potential adverse effects of these risks on the<br />
financial performance of the Group.<br />
The Group has established risk management policies, guidelines and control procedures to manage its<br />
exposure to financial risks. Hedging transactions are determined in the light of commercial commitments;<br />
derivative financial instruments are used only to hedge underlying commercial exposures and are not held<br />
or sold for speculative purposes.<br />
• Currency risk<br />
The foreign currency exchange risk of the Group arises from borrowings denominated<br />
in foreign currencies. The main currency exposures are primarily in United States Dollar and Japanese<br />
Yen. The Group also has subsidiaries operating in foreign countries, which generate revenue and incur<br />
costs denominated in foreign currencies. The main currency exposure is primarily in United States<br />
Dollar.<br />
70<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Notes to the Financial Statements (Continued)<br />
43 FINANCIAL RISK MANAGEMENT (Continued)<br />
(a)<br />
Financial risk management objectives and policies (Continued)<br />
• Interest rate risk<br />
The Group has cash and bank balances and deposits placed with creditworthy licensed<br />
banks and financial institutions. The Group manages its interest rate risks by placing such balances on<br />
varying maturities and interest rate terms.<br />
The Group’s debt includes bank overdrafts, bank borrowings, bonds and notes. The<br />
Group’s interest rate risk management objective is to manage the interest expense consistent with<br />
maintaining an acceptable level of exposure to interest rate fluctuations. In order to achieve this<br />
objective, the Group targets a mix of fixed and floating debt based on assessment of its existing<br />
exposure and desired interest rate profile. To obtain this mix, the Group combines cross-currency<br />
interest rate swaps, interest rate swaps and options to convert certain long term foreign currency<br />
borrowings from variable to fixed rate and vice versa.<br />
• Credit risk<br />
Financial assets that potentially subject the Group to concentrations of credit risk consist<br />
primarily of receivables, cash and cash equivalents, marketable securities and financial instruments used<br />
in hedging activities.<br />
Due to the nature of the Group’s business, customers are mainly segregated into business<br />
and residential. The Group has no other major significant concentration of credit risk other than business<br />
and residential trade receivables due to its diverse customer base. Credit risk is managed through<br />
the application of credit limits and monitoring procedures. Where appropriate, the Group obtained<br />
deposits or bank guarantees from the customers.<br />
The Group places its cash and cash equivalents and marketable securities with a number<br />
of creditworthy financial institutions. The Group’s policy limits the concentration of financial exposure<br />
to any single financial institution.<br />
All hedging instruments are executed with creditworthy financial institutions with a view<br />
to limit the credit risk exposure of the Group. The Group, however is exposed to credit-related losses<br />
in the event of non-performance by counterparties to financial derivative instruments, but does not<br />
expect any counterparties to fail to meet their obligations.<br />
• Liquidity and cash flow risks<br />
In the management of liquidity and cash flow risk, the Group monitors and maintains<br />
a level of cash and cash equivalent deemed adequate by the management to finance the Group’s<br />
operations and mitigate the effects of fluctuations in cash flows. Due to the dynamic nature of the<br />
underlying business, the Group aims at maintaining flexibility in funding by keeping both committed<br />
and uncommitted credit lines available.<br />
(b)<br />
Interest rate risk<br />
Fair value interest rate risk<br />
The Group’s exposure to risk that the value of a financial instrument will fluctuate due to changes in<br />
market interest rates as mentioned in Note 29.<br />
Cash flow interest rate risk<br />
The Group’s income and operating cash flows are substantially independent of changes in market interest<br />
rates. Interest rate exposure arises from the Group’s borrowings and deposits, and is managed through the<br />
use of fixed and floating rate debt and derivative financial instruments. Derivative financial instruments<br />
are used, where appropriate, to generate the desired interest rate profile.<br />
71<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Notes to the Financial Statements<br />
for the financial year ended 31 August 2007 (Continued)<br />
43 FINANCIAL RISK MANAGEMENT (Continued)<br />
(b)<br />
Interest rate risk (Continued)<br />
Group<br />
2007<br />
72<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007<br />
Cash flow interest rate risk (Continued)<br />
The Company has entered into interest rate swap contracts that entitle it to receive interest at floating<br />
rates on notional principal amounts and obliges it to pay interest at fixed rates on the same amounts.<br />
Under the interest rate swaps, the Company agrees with other parties to exchange, at quarterly intervals,<br />
the differences between fixed rate and floating rate interest amounts calculated by reference to the<br />
agreed notional principal amounts.<br />
The weighted average interest rate of the Company’s fixed rate borrowings at balance sheet date was<br />
5.79% (31.8.2006: 5.82%) per annum. After the interest rate swap, the Company’s weighted average<br />
interest rate at balance sheet date was 5.85% (31.8.2006: 5.86%) per annum.<br />
The remaining terms and notional principal amounts of the outstanding interest rate swap contracts of<br />
the Company at the balance sheet date, which are denominated in US Dollars, were as follows:<br />
2007 2006<br />
RM’million RM’million<br />
In one year or less 0 116.4<br />
The tables below summarise the Group and the Company’s exposure to interest rate risk. Included in the<br />
tables are the Group and the Company’s financial assets and liabilities at carrying amounts, categorised<br />
by the earlier of repricing or contractual maturity dates. The off-balance sheet gap represents the net<br />
notional amounts of all interest rate sensitive derivative instruments. Sensitivity to interest rates arises from<br />
mismatches in the repricing dates, cash flows and other characteristics of assets and their corresponding<br />
liability funding.<br />
Financial assets<br />
Effective<br />
interest F ixed rate instruments Total<br />
at balance Floating maturing or repriced in interest<br />
sheet date rate < 1 year 1- 2 years 2- 3 years 3- 4 years 4- 5 years > 5 years sensitive<br />
% RM RM RM RM RM RM RM RM<br />
per annum ’million ’million ’million ’million ’million ’million ’million ’million<br />
Trade and<br />
other receivables 0 22.2 202.2 0 0 0 0 0 224.4<br />
Amount due from<br />
associates 0 0 34.6 0 0 0 0 0 34.6<br />
Deposits and<br />
bank balances 0 87.1 4,741.7 0 0 0 0 0 4,828.8<br />
2006<br />
Financial assets<br />
109.3 4,978.5 0 0 0 0 0 5,087.8<br />
Trade and<br />
other receivables 0 23.4 444.3 0 0 0 0 0 467.7<br />
Amount due from<br />
associates 0 0 30.7 0 0 0 0 0 30.7<br />
Deposits and<br />
bank balances 0 134.2 2,847.5 0 0 0 0 0 2,981.7<br />
157.6 3,322.5 0 0 0 0 0 3,480.1
Notes to the Financial Statements (Continued)<br />
43 FINANCIAL RISK MANAGEMENT (Continued)<br />
(b)<br />
Interest rate risk (Continued)<br />
Balances<br />
Total Non under<br />
interest interest Islamic<br />
sensitive sensitive principles Total<br />
RM’million RM’million RM’million RM’million<br />
Group<br />
2007<br />
Financial assets<br />
Investments 0 50.6 0 50.6<br />
Trade and other<br />
receivables 224.4 2,332.2 365.2 2,921.8<br />
Amount due from<br />
associates 34.6 10.7 0 45.3<br />
Marketable securities 0 10.6 0 10.6<br />
Deposits and bank<br />
balances 4,828.8 9.7 460.8 5,299.3<br />
Other assets (amount<br />
receivable from swap<br />
counterparties) 0 0.3 0 0.3<br />
2006<br />
Financial assets<br />
5,087.8 2,414.1 826.0 8,327.9<br />
Investments 0 50.6 0 50.6<br />
Trade and other<br />
receivables 467.7 2,237.9 368.2 3,073.8<br />
Amount due from<br />
associates 30.7 12.9 0 43.6<br />
Marketable securities 0 9.2 0 9.2<br />
Deposits and bank<br />
balances 2,981.7 88.3 879.7 3,949.7<br />
Other assets (amount<br />
receivable from swap<br />
counterparties) 0 0.1 0 0.1<br />
3,480.1 2,399.0 1,247.9 7,127.0<br />
73<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Notes to the Financial Statements<br />
for the financial year ended 31 August 2007 (Continued)<br />
43 FINANCIAL RISK MANAGEMENT (Continued)<br />
(b)<br />
Interest rate risk (continued)<br />
Effective<br />
interest F ixed rate instruments Total<br />
at balance Floating maturing or repriced in interest<br />
sheet date rate < 1 year 1- 2 years 2- 3 years 3- 4 years 4- 5 years > 5 years sensitive<br />
% RM RM RM RM RM RM RM RM<br />
per annum ’million ’million ’million ’million ’million ’million ’million ’million<br />
Company<br />
2007<br />
Financial assets<br />
Amount due<br />
from subsidiaries 8.94 648.5 946.7 54.6 0 0 0 0 1,649.8<br />
Amount due<br />
from associates 0 0 34.6 0 0 0 0 0 34.6<br />
Deposits and<br />
bank balances 0 0 3,768.1 0 0 0 0 0 3,768.1<br />
2006<br />
Financial assets<br />
648.5 4,749.4 54.6 0 0 0 0 5,452.5<br />
Amount due<br />
from subsidiaries 7.11 784.6 4,306.3 0 57.2 0 0 0 5,148.1<br />
Amount due<br />
from associates 0 0 30.7 0 0 0 0 0 30.7<br />
Deposits and<br />
bank balances 0 0 2,425.4 0 0 0 0 0 2,425.4<br />
784.6 6,762.4 0 57.2 0 0 0 7,604.2<br />
74<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Notes to the Financial Statements (Continued)<br />
43 FINANCIAL RISK MANAGEMENT (Continued)<br />
(b)<br />
Interest rate risk (continued)<br />
Balances<br />
Total Non under<br />
interest interest Islamic<br />
sensitive sensitive principles Total<br />
RM’million RM’million RM’million RM’million<br />
Company<br />
2007<br />
Financial assets<br />
Investments 0 110.0 0 110.0<br />
Trade and other receivables 0 1,789.9 365.2 2,155.1<br />
Amount due from<br />
subsidiaries 1,649.8 303.4 0 1,953.2<br />
Amount due from<br />
associates 34.6 0 0 34.6<br />
Marketable securities 0 10.6 0 10.6<br />
Deposits and bank<br />
balances 3,768.1 249.4 506.8 4,524.3<br />
Other assets (amount<br />
receivable from swap<br />
counterparties) 0 0.3 0 0.3<br />
5,452.5 2,463.6 872.0 8,788.1<br />
2006<br />
Financial assets<br />
Investments 0 69.4 0 69.4<br />
Trade and other receivables 0 2,093.9 368.2 2,462.1<br />
Amount due from<br />
subsidiaries 5,148.1 1,139.6 0 6,287.7<br />
Amount due from<br />
associates 30.7 0 0 30.7<br />
Marketable securities 0 9.2 0 9.2<br />
Deposits and bank<br />
balances 2,425.4 258.7 440.6 3,124.7<br />
Other assets (amount<br />
receivable from swap<br />
counterparties) 0 0.1 0 0.1<br />
7,604.2 3,570.9 808.8 11,983.9<br />
75<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Notes to the Financial Statements<br />
for the financial year ended 31 August 2007 (Continued)<br />
43 FINANCIAL RISK MANAGEMENT (Continued)<br />
(b)<br />
Interest rate risk (continued)<br />
Effective<br />
interest F ixed rate instruments Total<br />
at balance Floating maturing or repriced in interest<br />
sheet date rate < 1 year 1- 2 years 2- 3 years 3- 4 years 4- 5 years > 5 years sensitive<br />
% RM RM RM RM RM RM RM RM<br />
per annum ’million ’million ’million ’million ’million ’million ’million ’million<br />
Group<br />
2007<br />
Financial liabilities<br />
Trade and<br />
other payables 0 0 491.9 0 0 0 0 0 491.9<br />
Amount due to<br />
associates 0 0 224.5 0 0 0 0 0 224.5<br />
Borrowings 5.77 1,941.8 4.7 63.8 307.2 3,008.0 639.1 11,814.1 17,778.7<br />
1,941.8 721.1 63.8 307.2 3,008.0 639.1 11,814.1 18,495.1<br />
On-balance sheet<br />
interest sensitivity gap 0 (1,832.5) 4,257.4 (63.8) (307.2) (3,008.0) (639.1) (11,814.1) (13,407.3)<br />
Off-balance sheet<br />
interest sensitivity gap 0 167.0 0 0 (170.5) 0 0 0 (3.5)<br />
Total interest<br />
sensitivity gap (1,665.5) 4,257.4 (63.8) (477.7) (3,008.0) (639.1) (11,814.1) (13,410.8)<br />
2006<br />
Financial liabilities<br />
Trade and<br />
other payables 0 0 605.8 0 0 0 0 0 605.8<br />
Amount due<br />
to associates 0 0 212.4 0 0 0 0 0 212.4<br />
Borrowings 5.81 2,596.2 250.0 2,719.2 0 0 0 15,781.6 21,347.0<br />
2,596.2 1,068.2 2,719.2 0 0 0 15,781.6 22,165.2<br />
On-balance sheet<br />
interest sensitivity gap 0 (2,438.6) 2,254.3 (2,719.2) 0 0 0 (15,781.6) (18,685.1)<br />
Off-balance sheet<br />
interest sensitivity gap 0 1,354.8 0 (1,354.8) 0 0 0 0 0<br />
Total interest<br />
sensitivity gap (1,083.8) 2,254.3 (4,074.0) 0 0 0 (15,781.6) (18,685.1)<br />
76<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Notes to the Financial Statements (Continued)<br />
43 FINANCIAL RISK MANAGEMENT (Continued)<br />
(b)<br />
Interest rate risk (continued)<br />
Balances<br />
Total Non under<br />
interest interest Islamic<br />
sensitive sensitive principles Total<br />
RM’million RM’million RM’million RM’million<br />
Group<br />
2007<br />
Financial liabilities<br />
Trade and other payables 491.9 3,809.7 0 4,301.6<br />
Amount due to associate 224.5 1.6 0 226.1<br />
Borrowings 17,778.7 221.2 6,435.2 24,435.1<br />
Other liabilities<br />
(amount payable to<br />
swap counterparties) 0 1.2 0 1.2<br />
18,495.1 4,033.7 6,435.2 28,964.0<br />
On-balance sheet<br />
interest sensitivity gap (13,407.3) (1,619.6) (5,609.2) (20,636.1)<br />
Off-balance sheet<br />
interest sensitivity gap (3.5) 0 0 (3.5)<br />
Total interest sensitivity gap (13,410.8) (1,619.6) (5,609.2) (20,639.6)<br />
2006<br />
Financial liabilities<br />
Trade and other payables 605.8 2,160.8 0 2,766.6<br />
Amount due to associate 212.4 0 0 212.4<br />
Borrowings 21,347.0 254.7 6,600.5 28,202.2<br />
Other liabilities<br />
(amount payable to<br />
swap counterparties) 0 0.5 0 0.5<br />
22,165.2 2,416.0 6,600.5 31,181.7<br />
On-balance sheet<br />
interest sensitivity gap (18,685.1) (17.0) (5,352.6) (24,054.7)<br />
Total interest sensitivity gap (18,685.1) (17.0) (5,352.6) (24,054.7)<br />
77<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Notes to the Financial Statements<br />
for the financial year ended 31 August 2007 (Continued)<br />
43 FINANCIAL RISK MANAGEMENT (Continued)<br />
(b)<br />
Interest rate risk (continued)<br />
Effective<br />
interest F ixed rate instruments Total<br />
at balance Floating maturing or repriced in interest<br />
sheet date rate < 1 year 1- 2 years 2- 3 years 3- 4 years 4- 5 years > 5 years sensitive<br />
% RM RM RM RM RM RM RM RM<br />
per annum ’million ’million ’million ’million ’million ’million ’million ’million<br />
Company<br />
2007<br />
Financial liabilities<br />
Amount due to<br />
associates 0 0 224.5 0 0 0 0 0 224.5<br />
Amount due to<br />
subsidiaries 5.32 0 1,403.4 219.2 219.2 219.2 219.2 2,744.3 5,024.5<br />
Borrowings 5.57 197.0 4.7 63.8 307.2 3,008.0 639.1 8,838.9 13,058.7<br />
197.0 1,632.6 283.0 526.4 3,227.2 858.3 11,583.2 18,307.7<br />
On-balance sheet<br />
interest sensitivity gap 0 451.5 3,116.8 (228.4) (526.4) (3,227.2) (858.3) (11,583.2) (12,855.2)<br />
Off-balance sheet<br />
interest sensitivity gap 0 167.0 0 (170.5) 0 0 0 0 (3.5)<br />
Total interest<br />
sensitivity gap 618.5 3,116.8 (398.9) (526.4) (3,227.2) (858.3) (11,583.2) (12,858.7)<br />
2006<br />
Financial liabilities<br />
Amount due to<br />
associates 0 0 212.4 0 0 0 0 0 212.4<br />
Amount due to<br />
subsidiaries 4.92 0 1,700.3 217.7 217.7 217.7 217.7 2,958.3 5,529.4<br />
Borrowings 5.80 470.9 1,445.3 8.5 203.0 408.9 3,106.4 9,122.8 14,765.8<br />
470.9 3,358.0 226.2 420.7 626.6 3,324.1 12,081.1 20,507.6<br />
On-balance sheet<br />
interest sensitivity gap 0 313.7 3,404.4 (226.2) (363.5) (626.6) (3,324.1) (12,081.1) (12,903.4)<br />
Off-balance sheet<br />
interest sensitivity gap 0 116.4 (116.4) 0 0 0 0 0 0<br />
Total interest<br />
sensitivity gap 430.1 3,288.0 (226.2) (363.5) (626.6) (3,324.1) (12,081.1) (12.903.4)<br />
78<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Notes to the Financial Statements (Continued)<br />
43 FINANCIAL RISK MANAGEMENT (Continued)<br />
(b)<br />
Interest rate risk (continued)<br />
Balances<br />
Total Non under<br />
interest interest Islamic<br />
sensitive sensitive principles Total<br />
RM’million RM’million RM’million RM’million<br />
Company<br />
2007<br />
Financial liabilities<br />
Trade and other payables 0 2,804.0 0 2,804.0<br />
Borrowings 13,058.7 170.6 3,362.7 16,592.0<br />
Amount due to subsidiaries 5,024.5 0 0 5,024.5<br />
Amount due to associates 224.5 0 0 224.5<br />
Other liabilities<br />
(amount payable to<br />
swap counterparties) 0 1.2 0 1.2<br />
18,307.7 2,975.8 3,362.7 24,646.2<br />
On-balance sheet<br />
interest sensitivity gap (12,855.2) (512.2) (2,490.7) (15,858.1)<br />
Off-balance sheet<br />
interest sensitivity gap (3.5) 0 0 (3.5)<br />
Total interest sensitivity gap (12,858.7) (512.2) (2,490.7) (15,861.6)<br />
2006<br />
Financial liabilities<br />
Trade and other payables 0 2,050.5 0 2,050.5<br />
Borrowings 14,765.8 206.2 3,369.4 18,341.4<br />
Amount due to subsidiaries 5,529.4 81.1 0 5,610.5<br />
Amount due to associates 212.4 0 0 212.4<br />
Other liabilities<br />
(amount payable to<br />
swap counterparties) 0 0.5 0 0.5<br />
20,507.6 2,338.3 3,369.4 26,215.3<br />
On-balance sheet<br />
interest sensitivity gap (12,903.4) 1,232.6 (2,560.6) (14,231.4)<br />
Total interest sensitivity gap (12,903.4) 1,232.6 (2,560.6) (14,231.4)<br />
79<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Notes to the Financial Statements<br />
for the financial year ended 31 August 2007 (Continued)<br />
43 FINANCIAL RISK MANAGEMENT (Continued)<br />
(b)<br />
Interest rate risk (continued)<br />
Group<br />
2007<br />
The table below summarises the effective weighted average interest rate as at 31 August 2007 and 31<br />
August 2006 by major currencies for each class of financial asset and financial liability.<br />
Financial assets<br />
USD JPY EURO RM Others<br />
% % % % %<br />
Deposits and bank balances 4.52 0 0 3.53 0<br />
Financial liabilities<br />
Borrowings 6.61 1.95 3.06 6.60 2.25<br />
2006<br />
Financial assets<br />
Receivables 0 0 0 4.00 8.37<br />
Deposits and bank balances 3.27 0 0 3.70 0<br />
Financial liabilities<br />
Borrowings 6.22 2.07 3.16 6.59 2.20<br />
Company<br />
2007<br />
Financial assets<br />
Amount due from<br />
subsidiaries 7.04 0 0 7.90 0<br />
Trade and other receivables 0 0 0 4.00 0<br />
Deposits and bank balances 5.25 0 0 5.53 0<br />
Financial liabilities<br />
Amount due to subsidiaries 5.37 4.05 0 0 0<br />
Borrowings 7.57 1.43 3.06 6.30 2.25<br />
2006<br />
Financial assets<br />
Amount due from<br />
subsidiaries 6.95 0 0 4.51 0<br />
Trade and other receivables 0 0 0 4.00 0<br />
Deposits and bank balances 3.80 0 0 3.70 0<br />
Financial liabilities<br />
Amount due to subsidiaries 4.85 4.05 0 0 0<br />
Borrowings 7.53 1.52 3.16 6.34 2.20<br />
80<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Notes to the Financial Statements (Continued)<br />
43 FINANCIAL RISK MANAGEMENT (Continued)<br />
(c)<br />
Credit risk<br />
(i) On balance sheet, commitment and contingencies<br />
Credit risk is the risk that one party to a financial instrument will fail to discharge an<br />
obligation and cause the other party to incur a financial loss. The following tables analyse the Group’s<br />
and the Company’s financial assets by industry concentration as at the balance sheet date.<br />
Interest<br />
receivable<br />
Deposits Trade from Total<br />
and bank Investment receivables swap on- Commitment<br />
balances in unquoted and other Inter- counter- balance and<br />
(excl. cash) instruments # assets company parties sheet contingencies<br />
RM’million RM’million RM’million RM’million RM’million RM’million RM’million<br />
Group<br />
2007<br />
Government 0 0 114.2 0 0 114.2 0<br />
Financial<br />
Institutions 4,339.8 38.0 15.3 0 0.3 4,393.4 0<br />
Business 0 0 1,105.2 0 0 1,105.2 0<br />
Individuals 0 0 1,041.8 0 0 1,041.8 0<br />
Associates 0 0 0 34.6 0 34.6 0<br />
Others 0 0 190.3 0 0 190.3 3,566.3<br />
2006<br />
4,339.8 38.0 2,466.8 34.6 0.3 6,879.5 3,566.3<br />
Government 0 0 110.5 0 0 110.5 0<br />
Financial<br />
Institutions 3,006.6 38.0 0 0 0.1 3,044.7 0<br />
Business 0 0 1,455.7 0 0 1,455.7 0<br />
Individuals 0 0 1,096.2 0 0 1,096.2 0<br />
Others 0 0 162.1 0 0 162.1 0<br />
3,006.6 38.0 2,824.5 0 0.1 5,869.2 0<br />
#<br />
This amount excludes equity instruments amounting to RM23.2 million (2006: RM21.8<br />
million), net of allowance.<br />
81<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Notes to the Financial Statements<br />
for the financial year ended 31 August 2007 (Continued)<br />
43 FINANCIAL RISK MANAGEMENT (Continued)<br />
(c)<br />
Credit risk (continued)<br />
Company<br />
2007<br />
(i) On balance sheet, commitment and contingencies (Continued)<br />
Interest<br />
receivable<br />
Deposits Trade from Total<br />
and bank Investment receivables swap on- Commitment<br />
balances in unquoted and other Inter- counter- balance and<br />
(excl. cash) instruments # assets company parties sheet contingencies<br />
RM’million RM’million RM’million RM’million RM’million RM’million RM’million<br />
Government 0 0 76.9 0 0 76.9 0<br />
Financial<br />
Institutions 4,228.9 38.0 15.3 0 0.3 4,282.5 0<br />
Business 0 0 967.6 0 0 967.6 0<br />
Individuals 0 0 905.0 0 0 905.0 0<br />
Associates 0 0 0 34.6 0 34.6 0<br />
Subsidiaries 0 0 0 1,953.2 0 1,953.2 3,894.4<br />
Others 0 0 190.3 0 0 190.3 0<br />
2006<br />
4,228.9 38.0 2,155.1 1,987.8 0.3 8,410.1 3,894.4<br />
Government 0 0 28.8 0 0 28.8 0<br />
Financial<br />
Institutions 2,901.4 38.0 7.1 0 0 2,946.5 0<br />
Business 0 0 1,306.6 0 0 1,306.6 0<br />
Individuals 0 0 957.5 0 0 957.5 0<br />
Associates 0 0 0 30.7 0 30.7 0<br />
Subsidiaries 0 0 0 6,287.7 0 6,287.7 5,366.4<br />
Others 0 0 162.1 0 0 162.1 0<br />
2,901.4 38.0 2,462.1 6,318.4 0 11,719.9 5,366.4<br />
#<br />
This amount excludes equity instruments amounting to RM23.2 million (2006: RM21.8<br />
million), net of allowance.<br />
* This amount represents the financial guarantees issued by the Company on the<br />
borrowing facilities given to subsidiaries.<br />
82<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Notes to the Financial Statements (Continued)<br />
43 FINANCIAL RISK MANAGEMENT (Continued)<br />
(c)<br />
Credit risk (continued)<br />
(ii) Off balance sheet<br />
The Group and the Company are exposed to credit risk where the fair value of the<br />
contract is favourable, where the counterparty is required to pay the Group or the Company in the<br />
event of contract termination. The following table summarises the favourable fair values of the<br />
contracts, indicating the credit risk exposure.<br />
2007<br />
Group<br />
Company<br />
Contract or<br />
Contract or<br />
notional Favourable notional Favourable<br />
principal net fair principal net fair<br />
amount value amount value<br />
RM’million RM’million RM’million RM’million<br />
Cross currency interest rate swap 167.0 0 167.0 0<br />
2006<br />
167.0 0 167.0 0<br />
Interest rate swap 1,266.8 10.5 28.3 0<br />
Forward start interest rate swap 88.1 0 88.1 0<br />
1,354.9 10.5 116.4 0<br />
(d)<br />
Foreign exchange risk<br />
The currency exposure of financial assets and financial liabilities of the Group and the Company that are<br />
not denominated in the functional currency of the respective companies is set out below.<br />
Group<br />
2007<br />
Financial assets<br />
USD JPY EURO Others<br />
RM’million RM’million RM’million RM’million<br />
Receivables, deposits and<br />
prepayments 0.6 0 0 0<br />
Deposits and bank balances 18.6 0 0 0<br />
Other assets 0 0.3 0 0<br />
Financial liabilities<br />
19.2 0.3 0 0<br />
Payables<br />
- external 1.8 0 0.1 0<br />
Borrowings 6,666.3 4,254.9 6.1 8.1<br />
6,668.1 4,254.9 6.2 8.1<br />
83<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Notes to the Financial Statements<br />
for the financial year ended 31 August 2007 (Continued)<br />
43 FINANCIAL RISK MANAGEMENT (Continued)<br />
(d)<br />
Foreign exchange risk (Continued)<br />
USD JPY EURO Others<br />
RM’million RM’million RM’million RM’million<br />
Group<br />
2006<br />
Financial assets<br />
Deposits and bank balances 22.6 0 0 0.1<br />
Other assets 0 0.1 0 0.1<br />
Financial liabilities<br />
22.6 0.1 0 0.2<br />
Payables 2.7 0 0.1 0<br />
Borrowings 8,947.4 4,023.7 10.3 10.0<br />
Other liabilities 0 0.5 0 0<br />
8,950.1 4,024.2 10.4 10.0<br />
Company<br />
2007<br />
Financial assets<br />
Amount due from subsidiaries 1,322.2 0 0 0.2<br />
Deposits and bank balances 14.4 0 0 0<br />
Other assets (interest receivable<br />
from swap counterparties) 0 0.3 0 0<br />
Financial liabilities<br />
1,336.6 0.3 0 0.2<br />
Amount due to subsidiaries 3,108.1 885.6 0 0<br />
Borrowings 3,754.6 3,427.2 6.1 8.1<br />
2006<br />
Financial assets<br />
6,862.7 4,312.8 6.1 8.1<br />
Amount due from subsidiaries 1,354.4 0 0 0<br />
Deposits and bank balances 50.5 20.1 0 0.1<br />
Other assets (interest receivable<br />
from swap counterparties) 0 0.1 0 0.1<br />
Financial liabilities<br />
1,404.9 20.2 0 0.2<br />
Amount due to subsidiaries 4,132.4 885.6 0 0<br />
Borrowings 4,713.6 3,163.2 10.3 10.0<br />
Other liabilities (interest payable<br />
to swap counterparties) 0 0.5 0 0<br />
84<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007<br />
8,846.0 4,049.3 10.3 10.0
Notes to the Financial Statements (Continued)<br />
43 FINANCIAL RISK MANAGEMENT (Continued)<br />
(e)<br />
Fair value<br />
The fair value of a financial instrument is assumed to be the amount at which the instrument could be<br />
exchanged or settled between knowledgeable and willing parties in an arm’s length transaction, other<br />
than in forced or liquidation sale. Quoted market prices, when available, are used as the measure of fair<br />
values. However, for a significant portion of the Group’s and the Company’s financial instruments, quoted<br />
market prices do not exist. For such financial instruments, fair values presented are estimates derived<br />
using the net present value or other valuation techniques. The above techniques involve uncertainties<br />
and are significantly affected by the assumptions used and judgements made regarding risk characteristics<br />
of various financial instruments, discount rates, estimates of future cash flows, future expected loss<br />
experience and other factors. Changes in assumptions could significantly affect these estimates and the<br />
resulting fair values.<br />
The face values for financial assets and liabilities with a maturity of less than one year are assumed to<br />
approximate their fair values.<br />
(i) On balance sheet<br />
The carrying amounts of financial assets and liabilities of the Group and the Company<br />
at the balance sheet date approximated their fair values except as set out below.<br />
Group<br />
Company<br />
Carrying Fair Carrying Fair<br />
amount value amount value<br />
RM’million RM’million RM’million RM’million<br />
2007<br />
Financial assets<br />
Investments 0.1 0 0 0<br />
Long term receivables 0 0 703.1 700.9<br />
Receivables, deposits<br />
and prepayments 38.8 17.4 0 0<br />
Financial liabilities<br />
Payables 32.9 0 0 0<br />
Borrowings 24,435.0 25,127.1 15,589.3 16,156.2<br />
Amount due to<br />
subsidiaries (non-current) 0 0 3,621.1 3,616.2<br />
Other liabilities 712.4 0 0 0<br />
2006<br />
Financial assets<br />
Long term receivables 0 0 841.8 841.7<br />
Financial liabilities<br />
Borrowings (exclude Islamic<br />
Instrument and include<br />
Short term portion of<br />
Borrowings) 21,601.6 22,364.2 13,717.6 14,207.5<br />
Amount due to<br />
subsidiaries (non-current) 0 0 3,829.3 3,921.6<br />
85<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Notes to the Financial Statements<br />
for the financial year ended 31 August 2007 (Continued)<br />
43 FINANCIAL RISK MANAGEMENT (Continued)<br />
(e)<br />
Fair value (Continued)<br />
(i) On balance sheet (Continued)<br />
Financial assets<br />
The fair value of long term receivables is lower than carrying amount at balance sheet<br />
date as the Company gives its subsidiaries advances at below current market rate. The Directors consider<br />
the carrying amount fully recoverable as they do not intend to realise the financial assets via exchange<br />
with another counterparty.<br />
Financial liabilities<br />
The fair value of quoted bonds has been estimated using the respective quoted<br />
offer price. For unquoted borrowings with fixed interest rate, the fair values have been estimated by<br />
discounting the estimated future cash flows using the prevailing market rates for similar credit risks<br />
and remaining period to maturity. For unquoted borrowings with floating interest rate, the carrying<br />
values are generally reasonable estimates of their fair values.<br />
The method by which fair value information was determined and any significant<br />
assumptions made in its application are as follows:<br />
• quoted shares and marketable securities - quoted market prices at balance sheet<br />
date<br />
• loans to subsidiaries, amounts due from subsidiaries and staff loans - future<br />
contractual cash flows discounted using dealer quotes of interest rates for similar loans<br />
• bank overdrafts, cash and cash equivalents, receivables and payables with a<br />
maturity period of less than one year (all of which were subject to normal credit terms) - carrying<br />
value at balance sheet date<br />
• borrowings other than bank overdraft - future contractual cash flows discounted<br />
at current market interest rates available for similar financial instruments<br />
• vacant property provision - cash flows discounted using a discount rate that<br />
reflects current market assessments of the time value of money and the risks specific to the<br />
liability<br />
• financial guarantees given to third parties - quotation from bankers in respect of<br />
the amount required to settle the contingent obligations at the balance sheet date<br />
• forward foreign exchange contracts - difference between the spot exchange<br />
rates and the contracted forward exchange rates at balance sheet date, applied to the contracted<br />
sum<br />
• interest rate swaps - present value of estimated future cash flows calculated using<br />
forward rates<br />
(ii) Off balance sheet<br />
The financial derivative instruments are used to hedge foreign exchange and interest<br />
rate risks associated with certain long term foreign currency borrowings. The contract notional principal<br />
amounts of the derivative and the corresponding fair value adjustments are analysed as below.<br />
Fair values of financial derivative instruments are the present values of their future<br />
cash flows and are arrived at based on valuations carried out by the Company’s bankers. Favourable<br />
fair value indicates amount receivable by the Company if the contracts are terminated as at 31 August<br />
2007 or vice versa.<br />
86<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Notes to the Financial Statements (Continued)<br />
43 FINANCIAL RISK MANAGEMENT (Continued)<br />
(e)<br />
Fair value (Continued)<br />
(ii) Off balance sheet (Continued)<br />
Contract or<br />
notional<br />
principal Favourable Unfavourable<br />
amount net fair value net fair value<br />
RM’million RM’million RM’million<br />
Group<br />
2007<br />
Cross currency interest rate swap 167.0 0 (5.1)<br />
Currency option 789.7 0 (11.2)<br />
Corporate guarantee given to financial institutions<br />
in respect of facilities granted to subsidiaries 170.8 0 0<br />
2006<br />
1,127.5 0 (16.3)<br />
Interest rate swap 1,266.8 10.5 (17.2)<br />
Forward start interest rate swap 88.1 0 (1.4)<br />
Currency option 817.6 0 (4.0)<br />
Company<br />
2007<br />
2,172.5 10.5 (22.6)<br />
Corporate guarantee given to<br />
financial institutions in respect of<br />
facilities granted to subsidiaries 3,894.4 0 (105.6)<br />
Cross currency interest rate swap 167.0 0 (5.1)<br />
2006<br />
4,061.4 0 (110.7)<br />
Corporate guarantee given to<br />
financial institutions in respect of<br />
facilities granted to subsidiaries 5,366.4 0 (254.5)<br />
Interest rate swap 28.3 0 (0.3)<br />
Forward start interest rate swap 88.1 0 (1.4)<br />
5,482.8 0 (256.2)<br />
87<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Notes to the Financial Statements<br />
for the financial year ended 31 August 2007 (Continued)<br />
44 CHANGES IN ACCOUNTING POLICIES<br />
The following describes the impact of the new financial reporting standards, amendments and interpretations<br />
on the financial statements of the Group and the Company.<br />
(a)<br />
Irrelevant or immaterial effect on financial statements<br />
FRS 1 is not relevant to the Group’s and Company’s operations. The adoption of FRS 102, 108, 110, 116,<br />
121, 127, 128, 131, 132, 133, 140 and the ‘asset ceiling’ amendment to FRS 119 2004<br />
and Interpretations did<br />
not have material impact on the financial statements and policies of the Group and the Company.<br />
(b)<br />
Reclassification of prior year comparatives<br />
Set out below are changes in accounting policies that resulted in reclassification of prior year comparatives<br />
but did not affect the recognition and measurement of the Group’s and Company’s net assets:<br />
FRS 101 - has affected the presentation of minority interests. In the consolidated balance sheet, minority<br />
interests are now presented within equity, separately from parent shareholders’ equity. Profit or loss in<br />
the consolidated income statement as well as total income and expenses for the year recognised directly<br />
in equity are now allocated between minority interests and equity holders of the parent. The Group’s<br />
share of results of jointly controlled entity and of associates are now shown net of tax in the consolidated<br />
income statement.<br />
FRS 117 - requires leasehold land to be treated as an operating lease. The Group has applied FRS 117<br />
retrospectively on or after 1 September 2006. Consequently from the adoption of FRS 117, the Group and<br />
the Company has reclassified the leasehold land as prepaid operating leases instead of property, plant<br />
and equipment. The prepaid lease rentals are amortised on a straight-line basis over the remaining lease<br />
period.<br />
(c)<br />
FRS 2 – Share-based Payment<br />
The adoption of FRS 2 has resulted in a change in the accounting policy for share-based payments. In<br />
previous years, the provision of share options to employees did not result in a charge to the income<br />
statement. Upon adoption of FRS 2, the Group and the Company recognise the fair value of such share<br />
options as an expense in the income statement over the vesting period of the grant with a corresponding<br />
increase in equity (Note 2(x)(iii)).<br />
Under the transitional provisions of FRS 2, this standard must be applied to share options that were<br />
granted after 31 December 2004 and had yet to be vested on 1 September 2006. The financial impact to<br />
the Group and the Company arising from the retrospective application of FRS 2 is not material and hence,<br />
no restatement of retained profits is performed.<br />
(d)<br />
FRS 5 – Non-current Assets Held for Sale and Discontinued Operations<br />
The adoption of FRS 5 requires a non-current asset or disposal group to be classified as non-current assets<br />
held for sale if;<br />
i )<br />
its carrying amount will be recovered principally through a sale transaction rather than<br />
through continuing use<br />
ii ) the asset or disposal group is available for immediate sale in its present condition<br />
subject only to terms that are usual and customary for sales of such assets or disposal group and the sale<br />
is highly probable.<br />
The Group has applied FRS 5 prospectively on or after 1 September 2006. Consequently from the adoption<br />
of FRS 5, the Group and the Company has reclassified non-current assets identified for sale from property,<br />
plant and equipment to non-current assets held for sale.<br />
88<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Notes to the Financial Statements (Continued)<br />
44 CHANGES IN ACCOUNTING POLICIES (Continued)<br />
(e) FRS 3 - Business Combinations<br />
FRS 136 - Impairment of Assets<br />
FRS 138 - Intangible Assets<br />
The adoption of FRS 3, FRS 136 and FRS 138 has resulted in changes in accounting policy for goodwill.<br />
Goodwill arising on consolidation has to be capitalised and subject to annual impairment test. Impairment<br />
of goodwill is charged to the income statement as and when it arises and reversal is not allowed.<br />
(f) Restatement of the financial statements for the financial year ended 31 August 2006<br />
The following table sets out the material adjustments that have been made in accordance with the<br />
transitional and new provisions of the respective FRSs to each of the line items in the Group’s and the<br />
Company’s balance sheet for the financial year ended 31 August 2006.<br />
Group<br />
Balance Sheet as at 31 August 2006<br />
Effect of change in accounting policies<br />
As previously FRS117 As<br />
reported Note 44(b) restated<br />
RM’million RM’million RM’million<br />
Property, plant and equipment 55,201.3 (856.8) 54,344.5<br />
Prepaid operating leases 0 856.8 856.8<br />
Company<br />
Balance Sheet as at 31 August 2006<br />
Property, plant and equipment 44,826.4 (690.2) 44,136.2<br />
Prepaid operating leases 0 690.2 690.2<br />
45 SUBSEQUENT EVENTS<br />
On 9 October 2007, TNB announced that TNB Transmission Network Sdn. Bhd. (‘TNBT’), which is now a dormant<br />
company, received the Award of the Arbitration, whereby the Arbitrator dismissed TNBT’s claims with cost<br />
and allowed the counter claims by Irham Niaga Sdn. Bhd. and Irham Niaga Logistics Sdn. Bhd. for the sums of<br />
RM106,888,499.34 and RM6,102,922.50 respectively, together with simple interest to be calculated at 8% from<br />
19 April 2004 until the date of Award, and between the Award and the payment for the wrongful repudiation<br />
of the Tenancy Agreeements.<br />
TNBT has been advised by its solicitors that there are strong grounds to set aside the Award and accordingly<br />
instructed its solicitors to file the necessary application to the High Court to set aside the Award.<br />
46 COMPARATIVE FIGURES<br />
The amount due to subsidiaries amounting to RM3,829.3 million has been reclassified to non-current, to conform<br />
with the current year’s accounts presentation.<br />
47 APPROVAL OF FINANCIAL STATEMENTS<br />
The financial statements have been approved for issue in accordance with a resolution of the Board of Directors<br />
on 31 October 2007.<br />
89<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Statement by Directors Pursuant to<br />
Section 169 (15) of the Companies Act, 1965<br />
We, Tan Sri Leo Moggie and Dato’ Sri Che Khalib bin Mohamad Noh, two of the Directors of <strong>Tenaga</strong> <strong>Nasional</strong><br />
<strong>Berhad</strong>, do hereby state that, in the opinion of the Directors, the financial statements set out on pages 6 to 89<br />
are drawn up so as to give a true and fair view of the state of affairs of the Group and of the Company as at 31<br />
August 2007 and of the results and the cash flows of the Group and of the Company for the financial year ended<br />
on that date in accordance with the MASB Approved Accounting Standards in Malaysia for Entities Other than<br />
Private Entities and the provisions of the Companies Act, 1965.<br />
Signed on behalf of the Board of Directors, in accordance with their resolution dated 31 October 2007.<br />
TAN SRI LEO MOGGIE<br />
CHAIRMAN<br />
DATO’ SRI CHE KHALIB BIN MOHAMAD NOH<br />
PRESIDENT/CHIEF EXECUTIVE OFFICER<br />
90<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Statutory Declaration Pursuant to<br />
Section 169 (16) of the Companies Act, 1965<br />
I, Dato’ Mohd Izzaddin Idris, the person primarily responsible for the financial management of <strong>Tenaga</strong> <strong>Nasional</strong><br />
<strong>Berhad</strong>, do solemnly and sincerely declare that the financial statements set out on pages 6 to 89 are, in my<br />
opinion, correct and I make this solemn declaration conscientiously believing the same to be true, and by virtue<br />
of the provisions of the Statutory Declarations Act, 1960.<br />
DATO’ MOHD IZZADDIN IDRIS<br />
Subscribed and solemnly declared by the above named Dato’ Mohd Izzaddin Idris at Kuala Lumpur, Malaysia on<br />
31 October 2007, before me.<br />
MOHD RADZI BIN YASIN<br />
COMMISSIONER FOR OATHS<br />
91<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Auditors’ Report to the Members of<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> (Company no. 200866-W) (Incorporated in Malaysia)<br />
PricewaterhouseCoopers (AF 1146)<br />
Chartered Accountants<br />
Level 10, 1 Sentral<br />
Jalan Travers, Kuala Lumpur Sentral<br />
P O Box 10192<br />
50706 Kuala Lumpur, Malaysia<br />
Telephone +60 3 2173 1188<br />
Facsimile +60 3 2173 1288<br />
www.pwc.com<br />
We have audited the financial statements set out on pages 6 to 89. These financial statements are the<br />
responsibility of the Company’s Directors. It is our responsibility to form an independent opinion, based on our<br />
audit, on these financial statements and to report our opinion to you, as a body, in accordance with Section 174<br />
of the Companies Act, 1965 and for no other purpose. We do not assume responsibility to any other person for<br />
the content of this report.<br />
We conducted our audit in accordance with approved auditing standards in Malaysia. Those standards require<br />
that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are<br />
free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts<br />
and disclosures in the financial statements. An audit also includes assessing the accounting principles used and<br />
significant estimates made by the Directors, as well as evaluating the overall financial statements presentation.<br />
We believe that our audit provides a reasonable basis for our opinion.<br />
In our opinion:<br />
(a) the financial statements have been prepared in accordance with the provisions of the Companies Act, 1965<br />
and Financial Reporting Standards, the MASB Approved Accounting Standards in Malaysia for Entities<br />
Other than Private Entities so as to give a true and fair view of:<br />
and<br />
(i) the matters required by Section 169 of the Companies Act, 1965 to be dealt with in<br />
the financial statements; and<br />
(ii) the state of affairs of the Group and the Company as at 31 August 2007 and of the<br />
results and cash flows of the Group and the Company for the financial year ended on that date;<br />
(b)<br />
the accounting and other records and the registers required by the Act to be kept by the Company and<br />
by the subsidiaries of which we have acted as auditors have been properly kept in accordance with the<br />
provisions of the Act.<br />
92<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Auditors’ Report to the Members of <strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> (Company no. 200866-W) (Incorporated in Malaysia) (Continued)<br />
The names of the subsidiaries of which we have not acted as auditors are indicated in Note 16 to the financial<br />
statements. We have considered the financial statements of these subsidiaries and the auditors’ reports<br />
thereon.<br />
We are satisfied that the financial statements of the subsidiaries that have been consolidated with the Company’s<br />
financial statements are in form and content appropriate and proper for the purposes of the preparation of the<br />
consolidated financial statements and we have received satisfactory information and explanations required by<br />
us for those purposes.<br />
The auditors’ reports on the financial statements of the subsidiaries were not subject to any qualification and did<br />
not include any comment made under subsection (3) of Section 174 of the Act.<br />
PRICEWATERHOUSECOOPERS<br />
(No. AF: 1146)<br />
Chartered Accountants<br />
THAYAPARAN A/L S. SANGARAPILLAI<br />
(No. 2085/09/08(J))<br />
Partner of the firm<br />
Kuala Lumpur<br />
31 October 2007<br />
93<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Analysis of Shareholdings<br />
as at 10 October 2007<br />
SHARE CAPITAL<br />
Authorised Share Capital 5,000,000,000 ordinary shares of RM1.00 per share,<br />
1 (One) Special Rights Redeemable Preference Share of RM1.00 per share,<br />
1,000 Class A Redeemable Preference Share of RM1.00 per share,<br />
500 Class B Redeemable Preference Share of RM1.00 per share.<br />
Issued and Fully Paid-Up<br />
Share Capital<br />
Voting Right<br />
4,332,064,193 ordinary shares of RM1.00 per share,<br />
1 (One) Special Rights Redeemable Preference Share of RM1.00 per share,<br />
1,000 Class A Redeemable Preference Share of RM1.00 per share,<br />
500 Class B Redeemable Preference Share of RM1.00 per share.<br />
One voting right for one ordinary share<br />
ANALYSIS OF SHAREHOLDINGS<br />
No. of<br />
% of<br />
Size of No. of % of Ordinary Issued<br />
Shareholdings Shareholders Shareholders Shares Held Share Capital<br />
Less Than 100 777 2.55 22,637 0.00<br />
100 - 1,000 5,602 18.39 4,018,134 0.09<br />
1,001 - 10,000 21,412 70.28 55,601,926 1.28<br />
10,001 - 100,000 1,882 6.18 55,326,791 1.28<br />
100,001 To Less Than 5% of Issued Shares 790 2.59 1,817,716,030 41.96<br />
5% and above of Issued Shares 3 0.01 2,399,378,675 55.39<br />
TOTAL 30,466 100.00 4,332,064,193 100.00<br />
DIRECTORS’ SHAREHOLDINGS<br />
No. Name of Directors No. of shares<br />
Direct/Indirect %<br />
Interest<br />
1 Tan Sri Leo Moggie 40,000 0.00<br />
- 40,000 shares held through Cimsec Nominees (Tempatan) Sdn Bhd<br />
2 Dato’ Sri Che Khalib Bin Mohamad Noh - -<br />
3 Dato’ Puteh Rukiah Binti Abd Majid - -<br />
4 Tan Sri Dato’ Lau Yin Pin @ Lau Yen Beng - -<br />
5 Tan Sri Dato’ Hari Narayanan a/l Govindasamy - -<br />
6 Dato’ Zainal Abidin Bin Putih 1,250 0.00<br />
7 Datuk Mohd Zaid Bin Ibrahim - -<br />
8 Datuk Zalekha Binti Hassan - -<br />
9 Mohammad Zainal Bin Shaari - -<br />
10 Dato’ Fuad Bin Jaafar 62,500 0.00<br />
94<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Analysis of Shareholdings (Continued)<br />
SUBSTANTIAL SHAREHOLDERS<br />
No. Name of Substantial Shareholders No. of Shares %<br />
1 KHAZANAH NASIONAL BERHAD 1,631,574,464 37.66<br />
2 EMPLOYEES PROVIDENT FUND BOARD 478,522,861 11.05<br />
- 428,939,911 shares held its own name<br />
- 13,434,400 shares held through SBB Nominees (Tempatan) Sdn Bhd<br />
- 10,400,000 shares held through Alliancegroup Nominees (Tempatan) Sdn Bhd<br />
- 5,888,750 shares held through HSBC Nominees (Tempatan) Sdn Bhd<br />
- 5,225,000 shares held through Cartaban Nominees (Tempatan) Sdn Bhd<br />
- 4,018,700 shares held through Am Nominees (Tempatan) Sdn Bhd<br />
- 1,650,000 shares held through Citigroup Nominees (Tempatan) Sdn Bhd<br />
- 436,100 shares held through Mayban Nominees (Tempatan) Sdn Bhd<br />
- 4,660,000 shares held through RHB Nominees (Tempatan) Sdn Bhd<br />
- 3,400,000 shares held through Mayban Nominees (Tempatan) Sdn Bhd<br />
- 470,000 shares held through Mayban Nominees (Tempatan) Sdn Bhd<br />
3 SKIM AMANAH SAHAM BUMIPUTERA 338,864,300 7.82<br />
- 338,864,300 shares held through Amanah Raya Nominees (Tempatan) Sdn Bhd<br />
30 LARGEST SHAREHOLDERS<br />
No. Name of Shareholders No. of Shares %<br />
1 KHAZANAH NASIONAL BERHAD 1,631,574,464 37.66<br />
2 EMPLOYEES PROVIDENT FUND BOARD 428,939,911 9.90<br />
3 AMANAH RAYA NOMINEES (TEMPATAN) SDN BHD 338,864,300 7.82<br />
SKIM AMANAH SAHAM BUMIPUTERA<br />
4 KUMPULAN WANG PERSARAAN (DIPERBADANKAN) 140,437,300 3.24<br />
5 LEMBAGA TABUNG HAJI 94,996,375 2.19<br />
6 CARTABAN NOMINEES (ASING) SDN BHD 87,808,700 2.03<br />
SSBT FUND NB37 FOR JANUS CONTRARIAN FUND<br />
7 AMANAH RAYA NOMINEES (TEMPATAN) SDN BHD 59,468,300 1.37<br />
AMANAH SAHAM WAWASAN 2020<br />
8 AMANAH RAYA NOMINEES (TEMPATAN) SDN BHD 43,038,400 0.99<br />
AMANAH SAHAM MALAYSIA<br />
9 VALUECAP SDN BHD 35,813,600 0.83<br />
10 HSBC NOMINEES (ASING) SDN BHD 35,805,300 0.83<br />
TNTC FOR SAUDI ARABIAN MONETARY AGENCY<br />
11 CARTABAN NOMINEES (ASING) SDN BHD 34,042,700 0.79<br />
SSBT FUND RNZX FOR STICHTING PENSIOENFONDS ABP<br />
12 CITIGROUP NOMINEES (ASING) SDN BHD 32,310,530 0.75<br />
EXEMPT AN FOR MELLON BANK (MELLON)<br />
13 CITIGROUP NOMINEES (ASING) SDN BHD 30,264,600 0.70<br />
ROYAL BANK OF SCOTLAND AS DEPOSITORY FOR<br />
FIRST STATE ASIA PACIFIC LEADER FUND (CB LDN)<br />
95<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Analysis of Shareholdings<br />
as at 10 October 2007<br />
30 LARGEST SHAREHOLDERS (Continued)<br />
No. Name of Shareholders No. of Shares %<br />
14 HSBC NOMINEES (ASING) SDN BHD 27,000,000 0.62<br />
BNY BRUSSELS FOR MAGELLAN<br />
15 CITIGROUP NOMINEES (ASING) SDN BHD 25,945,500 0.60<br />
UBS AG FOR PRISM OFFSHORE FUND LTD<br />
16 CIMSEC NOMINEES (TEMPATAN) SDN BHD 23,451,775 0.54<br />
SECURITY TRUSTEE (KCW ISSUE 1)<br />
17 HSBC NOMINEES (ASING) SDN BHD 23,305,600 0.54<br />
EXEMPT AN FOR J.P. MORGAN BANK LUXEMBOURG S.A.<br />
18 CITIGROUP NOMINEES (TEMPATAN) SDN BHD 22,955,175 0.53<br />
EXEMPT AN FOR PRUDENTIAL ASSURANCE MALAYSIA BERHAD<br />
19 PERMODALAN NASIONAL BERHAD 22,873,775 0.53<br />
20 MALAYSIA NOMINEES (TEMPATAN) SENDIRIAN BERHAD 20,100,000 0.46<br />
GREAT EASTERN LIFE ASSURANCE (MALAYSIA) BERHAD (PAR 1)<br />
21 CITIGROUP NOMINEES (ASING) SDN BHD 19,018,334 0.44<br />
GSI FOR PERRY PARTNERS INTER INC<br />
22 HSBC NOMINEES (ASING) SDN BHD 18,819,556 0.43<br />
MORGAN STANLEY & CO. INTERNATIONAL PLC (FIRM A/C)<br />
23 AMANAH RAYA NOMINEES (TEMPATAN) SDN BHD 18,518,350 0.43<br />
AMANAH SAHAM DIDIK<br />
24 HSBC NOMINEES (ASING) SDN BHD 17,606,850 0.41<br />
EXEMPT AN FOR JPMORGAN CHASE BANK,<br />
NATIONAL ASSOCIATION (U.K.)<br />
25 CARTABAN NOMINEES (TEMPATAN) SDN BHD 17,390,900 0.40<br />
PETROLIAM NASIONAL BERHAD (STRATEGIC INV)<br />
26 CITIGROUP NOMINEES (ASING) SDN BHD 16,232,250 0.37<br />
EXEMPT AN FOR AMERICAN INTERNATIONAL ASSURANCE<br />
COMPANY LIMITED<br />
27 HSBC NOMINEES (ASING) SDN BHD 16,138,975 0.37<br />
EXEMPT AN FOR MORGAN STANLEY & CO. INTERNATIONAL PLC<br />
28 CITIGROUP NOMINEES (ASING) SDN BHD 15,714,200 0.36<br />
GSCO FOR INDUS ASIA PACIFIC MASTER FUND LTD<br />
29 HSBC NOMINEES (ASING) SDN BHD 15,025,000 0.35<br />
BNY BRUSSELS FOR CG NOUVELLE ASIE<br />
30 CARTABAN NOMINEES (ASING) SDN BHD 13,737,650 0.32<br />
INVESTORS BANK AND TRUST COMPANY FOR ISHARES, INC.<br />
Total 3,327,198,370 76.80<br />
96<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Analysis Of Convertible Redeemable Income Securities<br />
2004-2009 (“CRIS”) Holdings as at 10 October 2007<br />
Type of Security : 3.05% 5 year Unsecured Convertible Redeemable Income Securities 2004-2009<br />
(CRIS) with nominal value of RM1.00 each<br />
Voting Right : None until upon conversion into Ordinary Shares of RM1.00 each<br />
STATISTICS ON CONVERTIBLE REDEEMABLE INCOME SECURITIES 2004-2009 (“CRIS”)<br />
AS AT 10 OCTOBER 2007<br />
ANALYSIS OF CONVERTIBLE REDEEMABLE INCOME SECURITIES 2004-2009 (“CRIS”)<br />
Category No.of % of Nominal Value % of<br />
CRIS Holders CRIS Holders of CRIS (RM) CRIS Issued<br />
LESS THAN 100 3 3.23 72 0.00<br />
100 - 1,000 7 7.52 3,970 0.01<br />
1,001 - 10,000 23 24.73 124,588 0.21<br />
10,001 - 100,000 24 25.81 1,441,540 2.39<br />
100,001 TO LESS THAN 5% OF ISSUED SHARES 31 33.33 23,633,100 39.16<br />
5% AND ABOVE OF ISSUED SHARES 5 5.38 35,137,300 58.23<br />
Total 93 100.00 60,340,570 100.00<br />
DIRECTORS’ CRIS HOLDINGS<br />
No. Name of Directors Nominal Value Of CRIS (RM)<br />
Direct/Indirect %<br />
Interest<br />
1 TAN SRI LEO MOGGIE - -<br />
2 DATO’ SRI CHE KHALIB BIN MOHAMAD NOH - -<br />
3 DATO’ PUTEH RUKIAH BINTI ABD MAJID - -<br />
4 TAN SRI DATO’ LAU YIN PIN @ LAU YEN BENG - -<br />
5 TAN SRI DATO’ HARI NARAYANAN A/L GOVINDASAMY - -<br />
6 DATO’ ZAINAL ABIDIN BIN PUTIH - -<br />
7 DATUK MOHD ZAID BIN IBRAHIM - -<br />
8 DATUK ZALEKHA BINTI HASSAN - -<br />
9 MOHAMMAD ZAINAL BIN SHAARI - -<br />
10 DATO’ FUAD BIN JAAFAR - -<br />
SUBSTANTIAL CRIS HOLDERS<br />
No. Name of CRIS Holders Nominal Value of CRIS (RM) %<br />
1 MAYBAN NOMINEES (TEMPATAN) SDN BHD 10,000,000 16.57<br />
MALAYSIA NATIONAL INSURANCE BERHAD (LIFE PAR FUND)<br />
2 CITIGROUP NOMINEES (TEMPATAN) SDN BHD 7,743,100 12.83<br />
ING INSURANCE BERHAD (INV-IL PAR)<br />
3 MALAYSIA NOMINEES (TEMPATAN) SENDIRIAN BERHAD 6,800,000 11.27<br />
GREAT EASTERN LIFE ASSURANCE (MALAYSIA) BERHAD (PAR 1)<br />
4 AMANAH RAYA NOMINEES (TEMPATAN) SDN BHD 5,500,000 9.11<br />
PUBLIC FAR-EAST BALANCED FUND<br />
5 AMANAH RAYA NOMINEES (TEMPATAN) SDN BHD 5,094,200 8.44<br />
PUBLIC ENHANCED BOND FUND<br />
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<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Analysis Of Convertible Redeemable Income Securities<br />
2004-2009 (“CRIS”) Holdings as at 10 October 2007 (Continued)<br />
30 LARGEST CRIS HOLDERS<br />
No. Name of CRIS Holders Nominal Value of CRIS (RM) %<br />
1 MAYBAN NOMINEES (TEMPATAN) SDN BHD 10,000,000 16.57<br />
MALAYSIA NATIONAL INSURANCE BERHAD (LIFE PAR FUND)<br />
2 CITIGROUP NOMINEES (TEMPATAN) SDN BHD 7,743,100 12.83<br />
ING INSURANCE BERHAD (INV-IL PAR)<br />
3 MALAYSIA NOMINEES (TEMPATAN) SENDIRIAN BERHAD 6,800,000 11.27<br />
GREAT EASTERN LIFE ASSURANCE (MALAYSIA) BERHAD (PAR 1)<br />
4 AMANAH RAYA NOMINEES (TEMPATAN) SDN BHD 5,500,000 9.11<br />
PUBLIC FAR-EAST BALANCED FUND<br />
5 AMANAH RAYA NOMINEES (TEMPATAN) SDN BHD 5,094,200 8.44<br />
PUBLIC ENHANCED BOND FUND<br />
6 AMANAH RAYA NOMINEES (TEMPATAN) SDN BHD 3,000,000 4.97<br />
KUMPULAN WANG BERSAMA<br />
7 AMANAH RAYA NOMINEES (TEMPATAN) SDN BHD 2,500,000 4.14<br />
PUBLIC GLOBAL BALANCED FUND<br />
8 AMANAH RAYA NOMINEES (TEMPATAN) SDN BHD 2,000,000 3.31<br />
PUBLIC DIVIDEND SELECT FUND<br />
9 HSBC NOMINEES (TEMPATAN) SDN BHD 1,544,000 2.56<br />
HSBC (M) TRUSTEE BHD FOR OSK-UOB KIDSAVE TRUST (3621)<br />
10 MAYBAN TRUSTEES BERHAD 1,510,000 2.50<br />
STRATEGIC BOND FUND<br />
11 HSBC NOMINEES (TEMPATAN) SDN BHD 1,218,000 2.02<br />
HSBC (M) TRUSTEE BHD FOR OSK-UOB INCOME FUND (4314)<br />
12 AMSEC NOMINEES (TEMPATAN) SDN BHD 1,000,000 1.66<br />
PLEDGED SECURITIES ACCOUNT FOR TAN KIM KUAN @ TAN KIM CHIN<br />
13 MAYBAN NOMINEES (TEMPATAN) SDN BHD 980,000 1.62<br />
MAYBAN TRUSTEES BERHAD FOR INCOME PLUS FUND (N14011980070)<br />
14 KE-ZAN NOMINEES (ASING) SDN. BHD. 976,000 1.62<br />
KIM ENG SECURITIES PTE. LTD. FOR CYL INVESTMENTS LIMITED<br />
15 DB (MALAYSIA) NOMINEE (TEMPATAN) SENDIRIAN BERHAD 963,300 1.60<br />
CIMB-PRINCIPAL ASSET MGMT BHD FOR<br />
GLOBALE RUCKVERSICHERUNGS-AKTIENGESELLSCHAFT<br />
16 UNIVERSAL TRUSTEE (MALAYSIA) BERHAD 850,000 1.41<br />
HLG BOND FUND (L1)<br />
17 DAYA MAHSURI SDN BHD 800,000 1.33<br />
18 CIMSEC NOMINEES (TEMPATAN) SDN BHD 800,000 1.33<br />
CIMB FOR HASRAT JAGUH SDN BHD (PB)<br />
19 CITIGROUP NOMINEES (TEMPATAN) SDN BHD 687,700 1.14<br />
ING INSURANCE BERHAD (INV-IL NON-PAR)<br />
20 CIMSEC NOMINEES (TEMPATAN) SDN BHD 600,000 0.99<br />
CIMB FOR SIEH KOK SWEE (PB)<br />
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<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Analysis Of Convertible Redeemable Income Securities<br />
2004-2009 (“CRIS”) Holdings as at 10 October 2007 (Continued)<br />
30 LARGEST CRIS HOLDERS (Continued)<br />
No. Name of CRIS Holders Nominal Value of CRIS (RM) %<br />
21 HLG NOMINEE (TEMPATAN) SDN BHD 505,000 0.84<br />
HLG ASSET MANAGEMENT SDN BHD FOR<br />
YAYASAN USAHAWAN BUMIPUTRA (1084)<br />
22 CIMSEC NOMINEES (TEMPATAN) SDN BHD 500,000 0.83<br />
CIMB FOR FAIRLY YAP SWEE ENG (PB)<br />
23 CIMSEC NOMINEES (TEMPATAN) SDN BHD 482,000 0.80<br />
CIMB FOR CHEONG KEE LAI (PB)<br />
24 MALAYSIA NOMINEES (TEMPATAN) SENDIRIAN BERHAD 450,000 0.75<br />
OVERSEAS ASSURANCE CORPORATION<br />
(MALAYSIA) BERHAD (MGF)<br />
25 HSBC NOMINEES (TEMPATAN) SDN BHD 347,000 0.58<br />
HSBC (M) TRUSTEE BHD FOR RHB BALANCED FUND (3936)<br />
26 HLG NOMINEE (TEMPATAN) SDN BHD 338,000 0.56<br />
HLG ASSET MANAGEMENT SDN BHD FOR<br />
PERBADANAN BEKALAN AIR PULAU PINANG SDN BHD (2052)<br />
27 CIMSEC NOMINEES (TEMPATAN) SDN BHD 200,000 0.33<br />
CIMB FOR TAN KOK HENG (PB)<br />
28 CIMSEC NOMINEES (TEMPATAN) SDN BHD 200,000 0.33<br />
CIMB FOR ROSLINA BINTI ABDUL RAHMAN (PB-IU)<br />
29 MAYBAN NOMINEES (TEMPATAN) SDN BHD 200,000 0.33<br />
AMANAHRAYA-JMF ASSET MANAGEMENT SDN. BHD. FOR<br />
AZIAN BINTI AIYUB GHAZALI (C193-240084)<br />
30 NADIAH PAUT ABDULLAH @ REBECCA PAUT 187,300 0.31<br />
Total 57,975,600 96.08<br />
99<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Share Price Tracking<br />
RM<br />
15<br />
12<br />
9<br />
Sept<br />
06<br />
Oct<br />
06<br />
Nov<br />
06<br />
Dec<br />
06<br />
Jan<br />
06<br />
Feb<br />
07<br />
Mar<br />
07<br />
Apr<br />
07<br />
May<br />
07<br />
Jun<br />
07<br />
Jul<br />
07<br />
Aug<br />
07<br />
TNB MK Equity Px Low<br />
TNB MK Equity Px Last<br />
TNB MK Equity Px High<br />
100<br />
<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Property List<br />
Generation<br />
Nature of LAND BUILDINGS DESCRIPTION<br />
Functional Leasehold Freehold Total Total Total No. Built-Up Total<br />
Activity No.of Area NBV Area NBV<br />
No.of Area NBV No.of Area NBV Lots (sq M) (RM’000) (sq M) (RM’000)<br />
Generation Lots (sq M) (RM’000) Lots (sq M) (RM’000)<br />
(1) (2) (3) (4) (5) (6) (1 +4) (2+5) (3+6) (10) (11) (12) (13)<br />
Location<br />
Perlis - - - 2 1,499 52 2 1,499 52 - - - Office Buildings,<br />
Kedah 2 1,676 28 6 22,280 6,047 8 23,956 6,075 21 2,493 5,856 Stores, Jetties,<br />
Pulau Pinang 2 163,325 26,972 2 67,726 2,136 4 231,051 29,108 7 10,258 153,973 Power Stations,<br />
Perak 8 2,933,400 130,751 10 1,684,595 63,916 18 4,617,995 194,667 115 80,378 582,462 Rural<br />
Selangor 5 16,892,869 125,121 4 514,707 25,451 9 17,407,576 150,572 39 11,688 894,067 Power Stations,<br />
W.Persekutuan - - - - - - - - - 10 150 7,284 Dams and<br />
Putrajaya/Cyberjaya - - - - - - - - - Mini Hydros<br />
N.Sembilan 4 170,812 4,159 1 13,550 1,657 5 184,362 5,816 20 3,257 164,036<br />
Melaka - - - - - - - - - - - -<br />
Johor 3 89,012 13,240 2 167,515 13,923 5 256,527 27,163 27 9,850 68,853<br />
Pahang 47 230,588 243 58 98,742 8,616 105 329,330 8,859 137 2,755 38,127<br />
Terengganu 45 239,386 16,753 48 28,817 13,938 93 268,203 30,691 90 12,316 457,844<br />
Kelantan 75 76,498 554 39 56,539 1,348 114 133,037 1,902 94 4,444 861,930<br />
Sabah 23 5,462,413 6,679 18 4,017,445 5,769 41 9,479,858 12,448 50 11,000 183,350<br />
Total 214 26,259,979 324,500 190 6,673,415 142,853 404 32,933,394 467,353 610 148,589 3,417,782<br />
GENERATION<br />
Electricity is produced through a process of converting other forms of energy into electrical energy. This conversion process is known as generation and is mainly carried out at<br />
power stations.<br />
In addition, a number of mini hydro stations and numerous diesel generating sets are operated by TNB.<br />
Note : NBV - Net Book Value<br />
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<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Property List<br />
Transmission<br />
Nature of LAND BUILDINGS Description<br />
Functional Leasehold Freehold Total Total Total No. Built-Up Total<br />
Activity No.of Area NBV Area NBV<br />
No.of Area NBV No.of Area NBV Lots (sq M) (RM’000) (sq M) (RM’000)<br />
Transmission Lots (sq M) (RM’000) Lots (sq M) (RM’000)<br />
(1) (2) (3) (4) (5) (6) (1 +4) (2+5) (3+6) (10) (11) (12) (13)<br />
Location<br />
Perlis 4 110,024 1,052 2 15,860 474 6 125,884 1,526 16 3,145 66,056 Main Intake<br />
Kedah 12 445,892 3,500 180 71,451 2,550 192 517,343 6,050 70 7,694 187,314 Substations<br />
Pulau Pinang 15 1,311,447 8,296 36 114,908 4,739 51 1,426,355 13,035 41 3,653 158,064<br />
Perak 10 157,193 1,529 68 26,438 12,396 78 183,631 13,925 53 8,146 250,199<br />
Selangor 20 257,523 25,006 45 92,713 109,321 65 350,236 134,327 121 13,673 633,244<br />
W.Persekutuan 10 176,794 11,221 203 79,800 13,543 213 256,594 24,764 45 7,740 324,386<br />
Putrajaya/Cyberjaya - - - - - - - - -<br />
N.Sembilan 13 688,904 6,843 12 87,029 4,633 25 775,933 11,476 57 3,836 120,963<br />
Melaka 6 59,717 4,984 21 20,627 10,804 27 80,344 15,788 49 7,167 81,508<br />
Johor 30 554,552 22,617 44 64,522 15,136 74 619,074 37,753 133 9,027 715,557<br />
Pahang 8 86,487 1,261 18 155,835 3,856 26 242,322 5,117 76 2,934 183,539<br />
Terengganu 5 170,622 3,433 9 - 54 14 170,622 3,487 41 3,544 71,961<br />
Kelantan 3 95,628 1,876 169 176,029 5,199 172 271,657 7,075 33 5,551 59,007<br />
Sabah 3 30,904 1,555 1 14,165 134 4 45,069 1,689 15 3,600 31,520<br />
Total 139 4,145,687 93,173 808 919,377 182,839 947 5,065,064 276,012 750 79,710 2,883,318<br />
TRANSMISSION<br />
Transmission activity relates to the process of transmitting electricity generated at power stations to the load centres where it is required, eg. townships, industrial growth centres<br />
and major customers.<br />
A network of transmission lines, forming the National Grid is required for this purpose. At appropriate sites, transmission substation are constructed to channel electricity from the<br />
National Grid to the numerous load centres. The transmission system operates at voltage levels of 500 kV, 275 kV, 132 kV and 66 kV.<br />
Note : NBV - Net Book Value<br />
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<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Property List<br />
Distribution<br />
Nature of LAND BUILDINGS Description<br />
Functional Leasehold Freehold Total Total Total No. Built-Up Total<br />
Activity No.of Area NBV Area NBV<br />
No.of Area NBV No.of Area NBV Lots (sq M) (RM’000) (sq M) (RM’000)<br />
Distribution Lots (sq M) (RM’000) Lots (sq M) (RM’000)<br />
(1) (2) (3) (4) (5) (6) (1 +4) (2+5) (3+6) (10) (11) (12) (13)<br />
Location<br />
Perlis 37 16,378 795 42 71,964 880 79 88,342 1,675 52 1,200 4,919 Distribution<br />
Kedah 159 296,580 5,491 307 510,601 32,586 466 807,181 38,077 214 46,250 40,171 Substations<br />
Pulau Pinang 106 71,696 4,777 364 131,413 24,271 470 203,109 29,048 175 12,880 25,075<br />
Perak 538 563,012 10,162 227 528,843 9,755 765 1,091,855 19,917 356 12,617 48,206<br />
Selangor 398 201,800 39,193 544 481,128 83,376 942 682,928 122,569 790 121,096 142,658<br />
W.Persekutuan 176 122,882 45,030 157 122,976 21,127 333 245,858 66,157 291 16,603 328,296<br />
Putrajaya/Cyberjaya - - 71 2 - 676 2 - 747 14 - 28,536<br />
N.Sembilan 246 108,319 2,909 136 40,689 2,369 382 149,008 5,278 123 6,872 6,371<br />
Melaka 197 80,639 4,606 210 67,646 24,825 407 148,285 29,431 156 6,136 6,217<br />
Johor 588 464,188 19,161 625 388,894 44,982 1,213 853,082 64,143 465 19,774 41,554<br />
Pahang 204 157,472 7,591 175 94,830 173 379 252,302 7,764 152 9,801 29,419<br />
Terengganu 188 638,856 3,373 55 41,337 1,571 243 680,193 4,944 119 4,508 18,278<br />
Kelantan 175 493,617 3,689 176 236,271 6,601 351 729,888 10,290 139 67,062 10,305<br />
Sabah 51 637,841 3,572 37 173,243 1,881 88 811,084 5,453 318 84,500 28,188<br />
Total 3,063 3,853,280 150,420 3,057 2,889,835 255,073 6,120 6,743,115 405,493 3,364 409,299 758,193<br />
DISTRIBUTION<br />
The distribution process begins at the termination of the transmission line where distribution substations step down voltage to enable electricity to be distributed to TNB’s<br />
customers.<br />
The distribution system consists of distribution substations, overhead lines and underground cables operating at voltage levels of 33 kV and below.<br />
Note : NBV - Net Book Value<br />
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<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
Property List<br />
Residential & Others<br />
Nature of LAND BUILDINGS Description<br />
Functional Leasehold Freehold Total Total No. Built-Up Total<br />
Activity Total Area NBV Area NBV<br />
No.of Area NBV No.of Area NBV No.of (sq M) (RM’000) (sq M) (RM’000)<br />
Residential and Lots (sq M) (RM’000) Lots (sq M) (RM’000) Lots<br />
others (1) (2) (3) (4) (5) (6) (1 +4) (2+5) (3+6) (10) (11) (12) (13)<br />
Location<br />
Perlis 1 1,037 329 6 50,816 1,987 7 51,853 2,316 13 6,151 6,295 Residential<br />
Kedah 5 43,983 2,543 29 259,202 22,711 34 303,185 25,254 42 39,168 25,309 Houses,<br />
Pulau Pinang 8 26,829 5,405 23 256,968 28,168 31 283,797 33,573 54 13,628 139,133 Apartments,<br />
Perak 37 78,110 3,124 53 1,074,710 28,544 90 1,152,820 31,668 115 134,749 65,419 Holiday<br />
Selangor 36 33,009,908 161,887 49 1,764,430 137,897 85 34,774,338 299,784 331 80,974 1,044,809 Bungolows,<br />
W.Persekutuan 3 18,757 7,189 11 79,918 74,101 14 98,675 81,290 123 136,326 148,031 Office Buildings,<br />
Putrajaya/Cyberjaya - - - - - - - - - Main Store and<br />
N.Sembilan 10 113,329 2,055 28 359,906 29,597 38 473,235 31,652 71 132,894 60,948 Warehouse<br />
Melaka 4 99,097 8,549 20 142,288 9,582 24 241,385 18,131 31 28,635 19,437<br />
Johor 23 384,439 36,860 49 773,793 22,953 72 1,158,232 59,813 119 76,373 67,709<br />
Pahang 23 760,444 15,938 24 67,598 7,332 47 828,042 23,270 183 76,822 158,834<br />
Terengganu 25 3,306,420 30,026 4 1,922 2,362 29 3,308,342 32,388 53 47,434 92,567<br />
Kelantan 11 229,863 7,463 22 87,845 5,822 33 317,708 13,285 54 322,636 60,197<br />
Sabah 5 122,369 3,177 2 59,490 10,043 7 181,859 13,220 12 33,500 19,435<br />
Pakistan - - - 1 856,207 2,940 1 856,207 2,940 3 12,713 1,999<br />
Kalimantan* - - - 1 578,317 2,782 1 578,317 2,782 - - 565<br />
Total 191 38,194,585 284,545 322 6,413,410 386,821 513 44,607,995 671,366 1,204 1,142,003 1,910,687<br />
RESIDENTIAL AND OTHERS<br />
‘Residential Property’ includes staff quarters, holiday bungalows and apartments. “Others” include office buildings, main store and warehouse.<br />
*Land Acquired for holding overburden soil during coal mining.<br />
Note : NBV - Net Book Value<br />
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Glossary<br />
5S : 5S Initiatives<br />
AAIBE : Akaun Amanah Industri Bekalan Elektrik<br />
ACP : Average Collection Period<br />
AKP : Anugerah Kualiti Presiden TNB<br />
BTU : British Thermal Units<br />
CAR : Central Area Reinforced Project<br />
CMC : Call Management Centre<br />
CRM : Customer Relationship Management<br />
CSR : Corporate Social Responsibility<br />
DPMS : Distribution Project Monitoring System<br />
DSM : Demand Side Management<br />
EDMS : Electronic Document Management System<br />
EMF : Electronic Magnetic Field<br />
EVA : Economic Value Added<br />
FY : Financial Year<br />
GIS : Gas Insulated Switchgear<br />
GLC : Government Linked Companies<br />
GWh : 1,000,000 kWh<br />
ICT : Information, Communication and Technology<br />
IFM : Integrated Fleet Management<br />
ILSAS : Institut Sultan Ahmad Shah<br />
IPPs : Independent Power Producers<br />
IWPP : Independent Water and Power Project<br />
kV : Kilovolt<br />
kVA : Kilovolt Ampere<br />
kW : Kilowatt (measure of capacity)<br />
kWh : Kilowatt Hour (unit of electricity)<br />
LOA : Limit of Authority<br />
MW : Megawatts<br />
MVA : Mega Volt Ampere<br />
OCGT : Open Cycle Gas Turbine<br />
PPA : Power Purchase Agreement<br />
PQ : Power Quality<br />
PRIME : Special programme for TNB 1000 customers<br />
PSI : Process Standardisation and Improvement<br />
R & D : Research and Development<br />
RCM : Reliability Centred Maintenance<br />
SAIDI : System Average Interruption Index<br />
SAIFI : System Average Interruption Frequency Index<br />
SAR : System Average Restoration Index<br />
SCADA : Supervisory Control and Data Acquisition<br />
SE 10/10 : Service Excellence Year 2010<br />
SEMS : Safety Excellence Management System<br />
SLA : Service Level Agreement<br />
T7 : Strategy T7<br />
TNB : <strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong><br />
UOR : Unplanned Outage Rate<br />
WIT : Work Improvement Team<br />
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<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> Annual Report 2007
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Proxy<br />
Form<br />
Number of Ordinary Share(s) held<br />
CDS Account No.:<br />
I/We, ___________________________________________________________ NRIC No./Passport No./Co.No.__________________________________<br />
(FULL NAME IN CAPITAL)<br />
of ________________________________________________________________________being a Member/Members of <strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong>,<br />
(ADDRESS)<br />
hereby appoint__________________________________________________ NRIC No./Passport No./Co.No.__________________________________<br />
(FULL NAME IN CAPITAL)<br />
of ___________________________________________________________________________________________________________________________<br />
(ADDRESS)<br />
and/or failing him/her ___________________________________________ NRIC No./Passport No./Co.No__________________________________<br />
(FULL NAME IN CAPITAL)<br />
of____________________________________________________________________________________________________________________________<br />
(ADDRESS)<br />
Or failing him/her, the Chairman of the Meeting, as my/our proxy, to vote for me/us, and on my/our behalf at THE SEVENTEENTH ANNUAL<br />
GENERAL MEETING of TENAGA NASIONAL BERHAD to be held at Dewan Serbaguna, Kompleks Sukan TNB, Jalan Pantai Baru, 59200<br />
Kuala Lumpur on Thursday, 13 December 2007, at 10.00 am and/or at any adjournment thereof.<br />
My/Our proxy is to vote as indicate below:<br />
FOR<br />
AGAINST<br />
1. RESOLUTION 1 To receive the Directors’ Report and Audited Financial Statements for the Financial Year<br />
ended 31 August 2007<br />
2. RESOLUTION 2 Declaration of Dividend<br />
3. RESOLUTION 3 Payment of Directors’ Fees<br />
4. RESOLUTION 4 Re-election of Dato’ Sri Che Khalib bin Mohamad Noh<br />
5. RESOLUTION 5 Re-election of Tan Sri Dato’ Lau Yin Pin @ Lau Yen Beng<br />
6. RESOLUTION 6 Re-election of Dato’ Fuad bin Jaafar<br />
7. RESOLUTION 7 Re-election of Mohammad Zainal bin Shaari<br />
8. RESOLUTION 8 Re-appointment of Messrs PricewaterhouseCoopers as the Company’s Auditors<br />
SPECIAL BUSINESS<br />
9. RESOLUTION 9 Proposed Renewal of Shareholders’ Mandate for Recurrent Related Party Transaction<br />
(RRPT) of a Revenue or Trading Nature Entered With Persons Connected to a Major<br />
Shareholder<br />
10 RESOLUTION 10 Proposed Shareholders’ Mandate for RRPT of a Revenue or Trading Nature Entered With<br />
Persons Connected to a Director and a Major Shareholder<br />
11. RESOLUTION 11 Issuance of Shares Pursuant to Employees’ Share Option Scheme II (ESOS II)<br />
12. RESOLUTION 12 Issuance of New Shares Pursuant to Section 132D, Companies Act, 1965<br />
13. SPECIAL RESOLUTION 1 Proposed Amendments to the Company’s Articles of Association<br />
(Please indicate “X” in the appropriate box against each Resolution as to how you wish your proxy/proxies to vote. If no voting<br />
instruction is given, this form will be taken to authorise the proxy/proxies to vote at his/her discretion).<br />
Dated: ______________ December 2007<br />
____________________________________<br />
Signature of Shareholder(s) or Common Seal<br />
NOTES:-<br />
1. Any member entitled to attend and vote at this Meeting of the Company is entitled to appoint a proxy to attend and vote in his stead. A proxy need<br />
not be a member of the Company.<br />
2. The instrument appointing a proxy shall be in writing under the hand of the appointer or of his attorney duly appointed under a power of attorney.<br />
Where the instrument appointing a proxy/proxies is executed by a corporation, it shall be executed either under its common seal or under the hand of<br />
any officer or attorney duly appointed under a power of attorney.<br />
3. Pursuant to Article 105(4) of the Company’s Articles of Association, a member is entitled to appoint not more than two proxies, and where a member<br />
appoints two proxies, the appointment shall be invalid unless the percentage of the holding to be represented by each proxy is specified.<br />
4. A corporation which is a member, may by resolution of its Directors or other governing body authorise such person as it thinks fit to act as its representative<br />
at the Meeting, in accordance with Article 107(6) of the Company’s Articles of Association.<br />
5. The instrument appointing a proxy/proxies must be deposited at Symphony Share Registrars Sdn. Bhd., Level 26, Menara Multi-Purpose, Capital Square,<br />
No. 8, Jalan Munshi Abdullah, 50100 Kuala Lumpur not less than forty-eight (48) hours before the time set for the Meeting.
Symphony Share Registrars Sdn. Bhd.<br />
Level 26, Menara Multi-Purpose<br />
Capital Square<br />
No.8, Jalan Munshi Abdullah<br />
50100 Kuala Lumpur<br />
Stamp