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fulfilling vision - Tenaga Nasional Berhad

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12<br />

statement of<br />

CORPORATE GOVERNANCE (cont’d.)<br />

<strong>Tenaga</strong> <strong>Nasional</strong> <strong>Berhad</strong> 2005 Annual Report<br />

There is a clear di<strong>vision</strong> of responsibility between the Board and the Management. The President/Chief<br />

Executive Officer, supported by his team of management through the Group Executive Council, Group<br />

Executive Management Committee, Group Management Tender Committee, Energy Supply Committee and<br />

Risk Management Committee are responsible for the implementation of Board resolutions, overall<br />

responsibilities over the day-to-day operations of the Group’s business and operational efficiency.<br />

Operation of the Board<br />

The Board has delegated certain responsibilities to Board Committees which operate within clearly defined<br />

written terms of references. There are five (5) Board Committees to assist the Board on which the<br />

Committees deliberate the issues on a broad and in-depth basis before making any recommendation to the<br />

Board.<br />

A diagram outlining the main Committees involved in the decision making process is set out below:-<br />

Board Audit<br />

Committee<br />

Board Tender<br />

Committee<br />

The Board Meetings<br />

Board Committees<br />

Board Finance and<br />

Investment Committee<br />

Board Disciplinary<br />

Committee<br />

Board Nomination and<br />

Remuneration Committee<br />

BOARD OF DIRECTORS<br />

Group Executive<br />

Council Committee<br />

Group Tender<br />

Committee<br />

Management Committees<br />

Risk Management<br />

Committee<br />

Group Executive<br />

Management Committee<br />

Energy Supply<br />

Committee<br />

Board meetings are scheduled in advance and during the Financial Year ended 31 August 2005, fifteen (15)<br />

Board meetings were convened to deliberate and consider a variety of significant matters including review<br />

on business plan, budget, quarterly financial statements, risk assessment, key performance indicators of the<br />

senior management, debt restructuring and other corporate proposals such as divestment exercise, overall<br />

performance of the Company and the subsidiary companies as well as other related business matters that<br />

require their deliberation and due approval.

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