annual report - Tenaga Nasional Berhad

Board Audit Committee Report[ Tenaga Nasional Berhad ] [ Annual Report 2008 ]According to the BAC’s Terms ofReference, the Committee shall convenemeetings as and when required, and atleast six (6) times during the financialyear. The Committee met seventeen(17) times.The Chief Internal Auditor and CompanySecretary who is also the secretary tothe BAC were in attendance duringthe meetings. The President/ChiefExecutive Officer, and officers of thecompany were also invited to attendthe meetings on the matters requiringtheir attention and feedback.The BAC Chairman submits a reporton matters deliberated to the Board ofDirectors after each BAC meeting.Summary Of Activities Of TheBoard Audit CommitteeA summary of the activities performedby the BAC during the financial year isset out below.Risk Management• Reviewed the adequacy of theGroup’s risk management systemfor identifying and managing theGroup’s risks.• Reviewed the Group’s Bi-annualStrategic and Operating Risk Profiles,and the activities undertaken by theEnterprise Wide Risk ManagementDepartment to promote and improverisk management awareness andprocesses.• Reviewed revisions made to theEnterprise Wide Risk ManagementPolicy to extend the scope of riskmanagement activities and enhanceaccountability over risk managementprocesses.Internal Audit• Reviewed and approved GroupInternal Audit (GIA)’s Budgetand Annual Audit Plan to ensureadequacy of resources, competenciesand coverage on auditable entitieswith significant and high risks.• Reviewed internal audit reports issuedby GIA and external parties on theeffectiveness and adequacy of riskmanagement, operational, complianceand governance processes.• Reviewed the adequacy andeffectiveness of corrective actionstaken by management on allsignificant matters raised.• Deliberated the results of adhocinvestigations performed andconfirmed that appropriate actionsare taken to correct the weaknesses.• Assessed the performance of theGroup Internal Audit Department.• Conducted an inaugural BAC BreakoutSession with Senior Management toimprove internal control awareness,highlight the staff responsibilities oninternal controls and actions requiredto address common and recurringaudit findings.External Audit• Reviewed and approved the ExternalAudit Plan and the scope for theannual audit.• Deliberated and reported the resultsof the annual audit to the Board ofDirectors.• Recommended to the Board of Directorsthe appointment and remuneration ofthe Group External Auditor.• Met with the Group External Auditorwithout the presence of managementto discuss any matters that they maywish to present.Financial Results• Reviewed the Quarterly and AnnualFinancial statements of the Companyand Group including announcements,and recommended them to the Boardfor their approval.Related Party Transactions• Reviewed the system for identifying,monitoring and disclosing relatedparty transactions for TNB and itssubsidiaries.Annual Reporting• Reviewed and recommended theStatement on Corporate Governance,Statement on Internal Control, BoardAudit Committee Report, Circularto Shareholders on Related PartyTransactions and Corporate SocialResponsibility Report, to the Board forapproval.Others• Reviewed and verified that theallocation options granted underEmployee Share Option Scheme(ESOS) during the Financial Yearwere in accordance to the requiredprovisions set out under theCompany’s Scheme.• Visited Universiti Tenaga Nasional andTNB Research Sdn. Bhd. to enhanceawareness of operations and providedfeedback to management on areasrequiring improvement.146