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Tenaga Nasional Berhad 156 Annual Report 2009BOARD AUDITCOMMITTEE REPORT (Cont’d.)According to the BAC’s Terms of Reference, theCommittee shall convene meetings as and whenrequired, and at least six (6) times during thefinancial year. The Committee met fifteen (15)times.The Chief Internal Auditor and Company Secretarywho is also the secretary to the BAC were inattendance during the meetings. The President/Chief Executive Officer, and officers of thecompany were also invited to attend the meetingson the matters requiring their attention andfeedback.The BAC Chairman submits a report on mattersdeliberated to the Board of Directors after eachBAC meeting.SUMMARY OF ACTIVITIES OF THE BOARDAUDIT COMMITTEEA summary of the activities performed by theBAC during the financial year is set out below.Risk Management• Reviewed the Group’s Bi-annual Strategicand Operating Risk Profiles, and the activitiesundertaken by the Enterprise Wide RiskManagement Department to promote andimprove risk management awareness andprocesses.• Directed the set up of Risk Compliance Unitwithin the Enterprise Wide Risk ManagementDepartment to provide assurance on the riskmanagement system.• Requested the identification of Early WarningIndicators (Key Risk Indicators) to predict andprovide updates on future risk trends togetherwith the potential impact.Internal Audit• Reviewed and approved Group Internal Audit(GIA)’s Budget and Annual Audit Plan toensure adequacy of resources, competenciesand coverage on auditable entities withsignificant and high risks.• Reviewed internal audit reports issued byGIA and external parties on the effectivenessand adequacy of governance, riskmanagement, operational and complianceprocesses.• Reviewed the adequacy and effectiveness ofcorrective actions taken by management onall significant matters raised.• Deliberated the results of ad-hoc investigationsperformed and confirmed that appropriateactions are taken to correct the weaknesses.• Assessed the performance of the GroupInternal Audit Department.• Reviewed the Key Performance Indicatorsachieved by Division Heads on undertakingcorrective actions.External Audit• Reviewed and approved the External AuditPlan and the scope for the annual audit.• Deliberated and reported the results of theannual audit to the Board of Directors.• Recommended to the Board of Directors theappointment and remuneration of the GroupExternal Auditor.• Met with the Group External Auditor withoutthe presence of management to discuss anymatters that they may wish to present.Financial Results• Reviewed the Quarterly and Annual Financialstatements of the Company and Groupincluding announcements, and recommendedthem to the Board for their approval.Related Party Transactions• Reviewed the system for identifying,monitoring and disclosing related partytransactions for TNB and its subsidiaries.Annual Reporting• Reviewed and recommended the Statementon Corporate Governance, Statement onInternal Control, Board Audit CommitteeReport, Statement on Internal Audit Function,Report on Related Party Transactions andRecurrent Related Party Transactions, andCorporate Social Responsibility Report, tothe Board for approval.Others• Reviewed and verified that the allocationoptions granted under Employee ShareOption Scheme (ESOS) during the FinancialYear were in accordance to the requiredprovisions set out under the Company’sScheme.• Visited and reviewed the strategies andoperations of a subsidiary company, SabahElectricity Sdn. Bhd.