annual report - Tenaga Nasional Berhad

Statement Of Corporate Governance[ Tenaga Nasional Berhad ] [ Annual Report 2008 ]130Board Finance and Investment Committee• To establish a framework of policies from which the Committee shall make itsrecommendation to the Board in relation to the management of the Company’sfinancial and investment activities.• The Board Finance and Investment Committee meets as and when required andat least twice a year.The Board MeetingsThe Board meetings are scheduled in advance and during the Financial Year ended 31August 2008, fifteen (15) Board Meetings were convened to deliberate and considera variety of significant matters including review on business plan, budget, quarterlyfinancial results, risk assessment, key performance indicators of the Senior Management,debt restructuring and other corporate proposals such as foreign investment exercise,overall performance of the Company and the subsidiary companies as well as otherrelated business matters that require their deliberation and due approval.Minutes of proceedings and resolutions passed at each Board and Board CommitteesMeetings are kept in the statutory register at the registered office of the Company.In the event of potential conflict of interest, the Director in such position will makedeclaration to that effect as soon as practicable. The Director concerned will thenabstain from any decision-making process in which he/she has interest in.Attendance Details of Board MembersDirectorsMeeting AttendanceTan Sri Leo Moggie (Chairman) 15/15Dato’ Sri Che Khalib bin Mohamad Noh 15/15Dato’ Puteh Rukiah binti Abd Majid 14/15Dato’ Mohammad Zainal bin Shaari 12/15Tan Sri Dato’ Lau Yin Pin @ Lau Yen Beng 15/15Tan Sri Dato’ Hari Narayanan a/l Govindasamy 15/15Dato’ Zainal Abidin bin Putih 15/15Datuk Mohd Zaid bin Ibrahim resigned w.e.f.18 March 2008Dato’ Fuad bin Jaafar 15/15Supply of Information to the BoardThe Board and its Committees have full and unrestricted access to all informationwithin TNB pertaining to the Group’s business and affairs.The Board Meetings are held regularly, on a monthly basis and special meetingswill be convened as warranted by specific circumstances. The Board is provided inadvance with the agenda for every Board meeting, together with comprehensivemanagement reports which includes proposal analysis, risk evaluation and supportingdocuments for the Board’s perusal. Before decisions are made, consideration isgiven to the adequacy of information available to the Board and, if necessary,decisions are deferred if further information is required.8/8All Directors have the right and duty tomake further enquiries when necessary.In most instances, Senior Managementof the Company as well as externaladvisors are invited to be in attendanceat Board Meetings to provide insightand to furnish clarification on issues thatmay be raised by the Board. Whetheras a full board or in their individualcapacities, Directors are also at libertyto take independent professional adviceon any matter connected with thedischarge of their responsibilities as theymay deem necessary and appropriate.The Board is also notified of anydisclosures/announcements made toBursa Malaysia.Board EffectivenessThe present composition, size, modusoperandi, strength of relationshipwith the Management and functionalBoard Committees contribute to aneffective Board. This is also in linewith the principle and best practicesof the Malaysian Code of CorporateGovernance (revised 2007). Apart fromthe convening of Board Meeting ona frequent basis, deliberation anddiscussion at a Board Meeting isconducted in a comprehensive and indepth manner before arriving at anydecision, as recommended by theManagement.The internal Board and Managementinteractive session held twice in thefinancial year since 2004 have provento be a useful and constructiveplatform/venue outside the Board forintensive deliberation and sharing ofviews and opinion between Board andManagement to formulate strategicplan and direction of the Company.During this session too, the Board isupdated on the performance of thevarious core business divisions. Amongthe highlights of the discussion in thesesessions are coal supply scenario, otheroperational planning, human resourcedevelopment initiatives, status report onmajor projects and other developmentinitiatives.