annual report - Tenaga Nasional Berhad

ADDITIONAL COMPLIANCE STATEMENTApart from providing the shareholders and the stakeholders with an overview of the state of corporate governance in theCompany, TNB is also pleased to disclose the following information:(1) Utilisation of Proceeds Raised from Any Corporate ProposalThere were no proceeds raised from any Corporate Proposal in the Financial Year ended 31 August 2008.(2) Share Buy-Back for the Financial YearThere was no share buy-back exercise carried out by the Company for the Financial Year ended 31 August 2008.(3) Options, Warrants or Convertible Securities ExercisedDuring the financial year, 2,809,277 new ordinary shares of RM1.00 each were issued by the Company comprising:-a) 2,573,225 ordinary shares of RM1.00 each in TNB pursuant to the Employees’ Share Option Scheme II (‘ESOS II’) atexercise prices of RM6.71, RM6.99, RM7.42, RM7.33, RM11.07 and RM6.33 per share, andb) 236,052 ordinary shares of RM1.00 each in TNB pursuant to the conversion of Unsecured Convertible RedeemableIncome Securities at the price of RM9.18 per share.The new ordinary shares issued during the financial year ranked pari passu in all respects with the existing ordinary sharesof the Company.The Company has been granted an exemption by the Companies Commission of Malaysia via a letter dated 18 September2008 from having to disclose in this Report the name of the persons to whom options have been granted during theyear and details of their holdings pursuant to section 169(11) of the Companies Act, 1965 except for information onemployees who were granted options representing 450,000 ordinary shares and above. Details are as set out in page177 of the Directors Report.(4) American Depository Receipts (“ADR”)In January 1994, TNB launched its Level 1 American Depository Receipts (ADR) in New York, the United States of America.Each ADR carries an equivalent of four underlying TNB shares. The only custodian bank for TNB’s ADR programme isMalayan Banking Berhad. The Bank of New York in the USA is the Depository Bank and the ADRs are traded over thecounter. As at 31 August 2008, the total number of ordinary shares held through these ADRs was 3,345,501 whichrepresented less than five per cent of the issued and paid-up capital of the 4,334,518,345 shares of TNB.(5) Sanctions/PenaltiesThere were no sanctions and/or penalties imposed on the Company and its subsidiaries, Directors or Management by therelevant regulatory bodies during the Financial Year ended 31 August 2008.(6) Non Audit FeesApart from the annual audit fees, the Group had paid non audit fees to the external auditors. The amounts paid for theFinancial Year ended 31 August 2008 are as follows:-No. Division/Subsidiary Nature of Non-Audit Fees to Auditors RM1. Group Finance-Treasury 487,212.502. Group Finance-Corporate Finance Pegasus Project 15,750.003. TNB Engineering Corporation (TNEC) Other Accounting Services 10,000.004. Liberty Power Limited (LPL) Tax Advisory Services 55,000.00*(PKR1.2 mil)* PKR 1 = RM0.04587TOTAL 567,962.50[ Tenaga Nasional Berhad ] [ Annual Report 2008 ]135