annual report - Tenaga Nasional Berhad

Statement Of Corporate GovernanceRoles and ResponsibilitiesThe Board puts in place long termstrategic plans and reviews the shortand medium term performance on anannual basis. This is to align the longterm strategic plans and directionswith current demand of the customersand changes in the economic outlook.Monitoring the achievement of thebusiness targets is made quarterly bythe Board with monthly managementreporting on financial and technicalperformance updates.The roles and responsibilities of theChairman of the Board and the President/Chief Executive Officer are distinct andseparated. The Chairman is responsiblefor the conduct of the Board andensures that the Board’s discussions areconducted in such a way that all viewsare taken into account before a decisionis made. The President/Chief ExecutiveOfficer has the general responsibilityof running the business on a day-todaybasis thus ensures a balance ofpower and authority so as to providea safeguard against the exercise ofunfettered powers in decision-making.Accountability is part and parcel ofgovernance in TNB – whilst the Boardis accountable to the shareholders,the Management is accountable tothe Board. The Board ensures that theManagement act in the best interestsof the Company and its shareholdersby working to enhance the Company’sperformance.There is a clear division of responsibilitiesbetween the Board and the Management.The President/Chief Executive Officersupported by his team of Managementthrough Committees namely the GroupExecutive Council, Group ExecutiveManagement Committee, GroupManagement Tender Committee,Energy Supply Committee. GroupRisk Management Committee, FuelProcurement Executive Committee andthese Committees are responsible forthe implementation of Board resolutions,overall responsibilities over the day-todayoperations of the Group’s businessand operational efficiency.Operation of the BoardThe Board has established five (5) BoardCommittees. The Board has entrustedspecific responsibilities to the BoardCommittees, which operate within clearlydefined written terms of referencesbased on which the Committees wouldconduct broad and indepth deliberationof the issues before putting up anyrecommendation to the Board.A diagram outlining the main Committees involved in the decision making process is set out below:-BOARD OF DIRECTORSBOARD COMMITTEESMANAGEMENT COMMITTEESBoard AuditCommitteeBoard TenderCommitteeGroup Executive CouncilCommitteeGroup ExecutiveManagement Committee[ Tenaga Nasional Berhad ] [ Annual Report 2008 ]Board Nomination &Remuneration CommitteeBoard DisciplinaryCommitteeBoard Finance &Investment CommitteeGroup ManagementTender CommitteeGroup Risk ManagementCommitteeEnergy SupplyCommitteeFuel ProcurementExecutive Committee128