TNB Iar 2021
TNB Iar 2021
TNB Iar 2021
ANNUAL REPORT
2021
CO V E R
R AT I O N A L E
Pages 02 - 03
Natural Capital
Renewable and non-renewable natural resources used by TNB
to generate electricity such as coal, wind, natural gas, liquefied
natural gas, water and sunlight
Intellectual Capital
Intellectual property generated from research and development
(R&D) activities, and investments into new technologies and
innovations
In 2021, TNB announced its intent
to become a net zero company by
2050. This document discloses the
pathway that we will take to get us
Human Capital
there, as well as the sustainability Our people and talent who are responsible for running all aspects
and governance initiatives and of our operations, from our ground staff at our generation plants
improvements we have made to set to our administrative officers and senior leaders
us on our way.
01
WE ARE TNB
06 We Are TNB
07 Our Investment Case
• Financial Highlights
• Group Quarterly Financial Performance
• Six-Year Group Financial Summary
• Six-Year Group Growth Summary
• Simplified Group Statement of
Financial Position
• Statement of Value Added
• Distribution of Value Added
• Core Revenue
• Our Credit Ratings
• Shareholding Information
• Generation Fuel Mix
• Our Scorecard
16 Corporate Structure
18 Our International Footprint
ABOUT THIS REPORT WE ARE TNB From Our Leadership Creating Continued Value
Pages 06 - 19
WE ARE TNB
Together we brighten
To be a leading provider
lives through innovative
of sustainable energy
and sustainable
OUR OUR solutions in Malaysia
solutions towards a PURPOSE ASPIRATION
and internationally
better world
• We take full ownership and accountability for our actions • We seek to truly understand customers’ needs and always
• We consistently demonstrate high performance and stay a step ahead
productivity • We continue to build trust by delivering on our promises
• We are result-focused and carry out our duties with discipline • We look for unexpected ways to delight our customers
WHO WE SERVE
OUR
CUSTOMERS’ Residential 8,460,591
Mining 59
Total
10.3 million
Streetlight 87,466
Others 14,917
FINANCIAL HIGHLIGHTS
GROUP COMPANY
Financial Year Ended 31 December 31.12.2021 31.12.2020 31.12.2021 31.12.2020
SHARE INFORMATION
Per share (sen):
- Basic earnings 64.05 63.06
- Diluted earnings 63.73 62.79
Dividend (sen):
- Interim 22.00 22.00
- Final 18.00 18.00
- Special - 40.00
Net assets per share attributable to owners of the Company 988.60 978.70
FINANCIAL RATIOS
Return on assets (%) 2.6 2.4
EBITDA margin (%) 35.7 40.9
Debt-equity (net of cash) ratio 0.73 0.63
1.7% 2.6% RM
8,459.4 USD
116.2 RM
182,600.6
KEY HIGHLIGHTS
RM
52,629.5
million
RM
53,481.7
million
RM
3,661.8 million
RM
7,392.0 35.7% million
* Based on adjusted net profit excluding foreign exchange (loss)/gain and costs pertaining to the Group's defined benefit plans
Pages 06 - 19
FY2021
RM MILLION Q1 Q2 Q3 Q4 YEAR
Profit before taxation and zakat 1,477.3 1,202.1 1,236.9 822.0 4,738.3
Profit attributable to owners of the Company 958.7 821.5 1,003.8 877.8 3,661.8
Earnings per share (sen) – basic 16.8 14.4 17.6 15.4 64.1
FY2020
RM MILLION Q1 Q2 Q3 Q4 YEAR
Profit before taxation and zakat 1,016.4 1,044.7 1,282.7 891.6 4,235.4
Profit attributable to owners of the Company 717.9 653.3 1,009.6 1,211.9 3,592.7
Earnings per share (sen) – basic 12.6 11.5 17.7 21.3 63.1
GROUP
SHARE INFORMATION
Per share (sen)
Basic earnings 122.00 46.32 65.62 79.64 63.06 64.05
Diluted earnings 121.52 46.21 65.39 79.64 62.79 63.73
Gross dividend 61.00 21.41 53.27 100.00 80.00 40.00
Net assets per share attributable to
owners of the Company 1,009.2 1,007.2 1,017.0 1,019.6 978.7 988.6
Share price as at reporting date (RM) 14.28 15.26 13.60 13.26 10.42 9.34
FINANCIAL RATIOS
Return on assets (%) 5.4 5.3 3.2 2.8 2.4 2.6
Return on shareholders’ equity (%) 13.3 13.2 8.3 8.5 7.4 8.0
Gearing (%) 40.3 41.6 44.8 43.4 46.3 47.0
EBITDA margin (%) 32.6 32.3 26.5 36.1 40.9 35.7
Effective weighted average cost of funds (%) 4.7 5.0 5.0 5.1 4.9 4.6
Interest coverage (%) 10.6 9.5 7.9 5.4 4.9 5.0
Currency mix (RM:Foreign) 77:23 79:21 74:26 76:24 75:25 76:24
Debt-equity (net of cash) ratio3 0.37 0.44 0.50 0.53 0.63 0.73
1
Amounts for period ending 31 December FY2017 have been restated for the Amendments to MFRS15 which were adopted in FY2018
2
Balances at 31 December 2017 have been restated for the Amendments to MFRS15 which were adopted in FY2018
3
Cash includes financial assets at fair value through profit or loss (FVTPL)
Pages 06 - 19
4.7%
26.9% 24.5%
28.3%
5.8%
62.5% 3.9%
1.1%
17.2% 6.8%
4.5%
2.6%
Property, Plant and Equipment Trade and Other Payables Contract Liabilities
5.8%
24.3%
29.7%
27.3%
Pages 06 - 19
31.12.2021 31.12.2020
20.4% 20.5%
4.5% 3.3%
2021 2020
50.5% 48.1%
24.6% 28.1%
CORE REVENUE
Peninsular Malaysia
SESB
LPL
Others
92.8% 92.8%
Peninsular Malaysia SESB LPL TNBI (UK WIND) TNBI (Vortex) Others* Total
RM Million
2021 48,832.0 2,257.9 368.9 103.6 264.8 802.3 52,629.5
2020 40,825.2 2,160.8 340.0 120.7 39.6 489.7 43,976.0
2.8%** 3.6%***
36.1%
28.2%
24.9%
37.8%
Industrial
Commercial
RM47,048.5 119,040.7
Residential
Million ^ GWh
Others
36.2%
30.4%
** Others include Agriculture, Mining, Public Lighting, Accrued Revenue, Sales Discount, EGAT, LPL, TNBI (UK WIND & Vortex) and other regulatory adjustment, Relief Package from Government, SESB Tariff Support
Subsidy and Merdeka Incentive
*** Others include Agriculture, Mining, Public Lighting, EGAT, LPL, TNBI (UK WIND & Vortex) and Accrued Revenue
^ Exclude Imbalance Cost Pass-Through
Pages 06 - 19
Malaysian
Standard & Poor’s Moody’s RAM Rating Rating
Ratings Services Investors Services Services Berhad Corporation
(S&P) (Moody’s) (RAM) Berhad (MARC)
SHAREHOLDING INFORMATION
As at 31 December 2021, Khazanah Nasional Berhad remained our largest shareholder with 25.6% of shareholding. Other Government-related agencies
cumulatively hold 43.7% with Permodalan Nasional Berhad at 18.4%, Employees Provident Fund at 16.2%, Kumpulan Wang Persaraan at 7.4% and others at 1.7%.
The balance of 30.7% are held by other local corporations, Malaysian retail and foreign shareholders.
Based on the geographical spread of our foreign shareholding, the largest shareholding base is North America at 50.5%, followed by our shareholders from Asia
(excluding Malaysia) and Europe, which accounted for 35.4% and 14.0% of the shares respectively.
TNB SHAREHOLDING
FOREIGN OWNERSHIP BY GEOGRAPHY
AS AT 31 DECEMBER 2021
s
cie
69.3%
16.2%
en
Ag
0.1% 0.01%
nt
7.4%
14.0%
me
Europe
Gov
1.7%
Total
2021
Foreign
18.6% Shareholding
50.5%
35.4% North
25.6% Asia
America
12.1%
Khazanah Nasional Berhad Employees Provident Fund Board Other Government Agencies Foreign Shareholding
Permodalan Nasional Berhad* Kumpulan Wang Persaraan (Diperbadankan) Local Corporation & Retail
* Comprises total shareholdings held by trust funds managed by Permodalan Nasional Berhad
Coal
Gas
Hydro (Large+Mini) 35.2% 2021 Fully/majority owned power plants in Peninsular Malaysia
RE (Solar)
56.2%
OUR SCORECARD
Equivalent unplanned outage factor(2) 3.76% 4.84% 3.84% 7.97% 6.65% 7.85%
Transmission system minutes(1) 0.23 0.05 0.35 0.27 0.08 0.09
minute minute minute minute minute minute
System average interruption duration 50.24 18.05 48.22 48.13 44.95 45.25
index(1) (SAIDI) minutes/customer/year
Transmission losses(1) 1.29% 1.30% 1.43% 1.35% 1.47% 1.60%
Distribution losses(1) 6.21% 6.13% 6.39% 6.30% 6.69% 6.16%
Employee engagement score 89% N/A (3)
86% 89% 89% 85%
(1)
For Peninsular Malaysia only.
(2)
All Coal, Gas and Hydro power plants under TNB Power Generation Sdn. Bhd.
(3)
The respective surveys were not conducted during this four-month Annual Report period.
(4)
Financial Period Ended 31 December 2017 (Restated).
Pages 06 - 19
CORPORATE STRUCTURE
As at 18 March 2022
100% Integrax Berhad 100% TNB Repair and Maintenance Sdn. Bhd.
100% REV Horizon Sdn. Bhd.
100% Pelabuhan Lumut Sdn. Bhd. 100% TNB REMACO Pakistan (Private) Limited
100% ALLO TECHNOLOGY SDN. BHD.
100% Lekir Bulk Terminal Sdn. Bhd. 100% Trichy Energy Limited (Dormant)
100% TNB RESEARCH SDN. BHD.
50% Lumut Maritime Terminal Sdn. Bhd. 100% Trichy Power Limited (Dormant)
100% TNB Labs Sdn. Bhd.
Less 1
Share
100%
TNB ENGINEERING
100% TNB Manjung Five Sdn. Bhd. 100% Oasis Parade Sdn. Bhd. CORPORATION SDN. BHD.
Alimtiaz Operation & Maintenance 100% Bangsar Energy Systems Sdn. Bhd.
100% TNB Prai Sdn. Bhd. 10%
Company Limited
100%
TNEC Operations and Maintenance Sdn. Bhd.
100% TNB Janamanjung Sdn. Bhd. 100% TNB RETAIL SDN. BHD. (Dormant)
51%
Tomest Energy Management Sdn. Bhd.
100% TNB Pasir Gudang Energy Sdn. Bhd. 100% TNBX Sdn. Bhd. (In Members’ Voluntary Winding Up)
70% Southern Power Generation Sdn. Bhd.* 100% UNIVERSITI TENAGA NASIONAL SDN. BHD.
60% Kapar Energy Ventures Sdn. Bhd. 100% UNITEN R & D Sdn. Bhd.
* TNB and its wholly owned subsidiary, TNB Power Generation Sdn. Bhd., own 70% of Southern Power Generation Sdn. Bhd.
** GVO Wind Limited, Bluemerang Capital Limited and Vantage Solar Investments S.A.R.L. Group of Companies are detailed out on pages 222-229 of this Integrated Annual Report.
100% TNB TOPAZ ENERGY SDN. BHD. 100% TNB VENTURES SDN. BHD. SIMPLE INVESTMENTS
100% Tenaga E Mobility Solutions Sdn. Bhd. 83% SABAH ELECTRICITY SDN. BHD. 10% LABUAN REINSURANCE (L) LTD.
7.8%
FEDERAL POWER SDN. BHD.
70% Maevi Sdn. Bhd. 100% Elopura Power Sdn. Bhd. (Dormant) (Under Judicial Management)
49% Metrosphere Hydro Tersat Sdn. Bhd. 100% ARUNA SERVICIOS INTEGRALES S.L.U. TRUST FOUNDATIONS
20% Jana Landfill Sdn. Bhd. 30% Gama Enerji Anonîm Şîrketî
DORMANT COMPANIES
100% Independent Power International Ltd. 60% TSG Ormazabal Sdn. Bhd. 100% TNB RISK MANAGEMENT SDN. BHD.
Saudi-Malaysia Water & Tenaga Middle East Electric 100% TNB TRANSMISSION NETWORK SDN. BHD.
50% 34%
Electricity Co. Ltd. Contracting L.L.C. (Dormant)
100% TNB GENERATION SDN. BHD.
30% GMR Energy Limited ASSOCIATES
100%
TNB DISTRIBUTION SDN. BHD.
49% FIBRECOMM NETWORK (M) SDN. BHD. (In Members’ Voluntary Winding Up)
100% TNB INTERNATIONAL SDN. BHD.
100% TNB ENGINEERS SDN. BHD.
20%
TEKNOLOGI TENAGA PERLIS
100% Vantage RE Ltd. CONSORTIUM SDN. BHD.
100% TNB PROPERTIES SDN. BHD.
100%
Lahad Datu Energy Sdn. Bhd.
100% Vantage Solar UK4 Limited 50% SEATRAC SDN. BHD. (Dormant) (In Members’ Voluntary Winding Up)
50%
Eastern Sabah Power Consortium Sdn. Bhd.
(In Members’ Voluntary Winding Up)
70%
SEPANG POWER SDN. BHD.
(In Members’ Voluntary Winding Up)
Pages 06 - 19
TENAGA WIND VENTURES UK LTD SABIYA POWER GENERATION & GAMA ENERJI A.S.
(100% Equity) WATER DISTILLATION PLANT (30% Equity)
Capacity: Capacity: Capacity:
26.6MW 252MW 1,134.1MW
VANTAGE SOLAR DOHA WEST POWER GENERATION
INVESTMENTS S.A.R.L. AND WATER DISTILLATION PLANT
(55% Equity) Total Capacity:
Capacity:
170MW
365MW
OPERATIONS & MANAGEMENT
SERVICES
BLYTH OFFSHORE DEMONSTRATOR LIMITED Maintenance Services Agreement
(49% Equity) Mechanical Works
Capacity: DOHA WEST PLANT
41.5MW
Instrumentation & Control Systems
SHUWAIAKH POWER PLANT
DOHA WEST PLANT
Legend: Wind Solar Natural Gas Distillate Hydro Fuel Oil Coal
SHUAIBAH INDEPENDENT WATER & GMR ENERGY LTD LIBERTY POWER LTD
400MW
POWER PROJECT (IWPP) (30% Equity) (Wholly-owned) MANN & Wartsila Engines
(6% Equity) Capacity: Capacity: Technical Advisory
Capacity:
2,064MW 235MW for EDC HFO Plant
1,223MW
02
FROM
OUR LEADERSHIP
Pages 22 - 30
CHAIRMAN’S LETTER
TO SHAREHOLDERS
LEADING THE
WAY FOR VALUE
CREATION AND
PRESERVATION
THROUGH GOOD
GOVERNANCE
Dear Stakeholders
The continuation of the
COVID-19 pandemic in 2021
brought about adverse
operating conditions which
threatened the lives and
livelihoods of all Malaysians as
well as the economic well-being
of thousands of businesses
and industries throughout the
country.
CHAIRMAN’S LETTER
TO SHAREHOLDERS
During this difficult time, Tenaga Nasional Berhad (TNB) continued to deliver
on our role as the country’s national power provider and ensured access to
reliable and affordable power, keeping the lights on for all Malaysians. I am
pleased to report that we have passed this challenge with flying colours and
credit must go to our staff who have shown the utmost dedication this past
year to TNB’s vision and mission.
Indeed, this is a point that I would like to stress to all our stakeholders. Just
as TNB has a responsibility to the rakyat, so do we as directors, officers and
staff have a responsibility to TNB to ensure that the company meets all its
commitments and aspirations to provide sustainable and reliable energy to
the nation. Our obligation and fiduciary duties are therefore owed to the
company, which, likewise, has a duty to both the country and to you, our
shareholders. It is for this reason that we must demand that the highest
standards of corporate governance be observed throughout the entire TNB
organisation—from the Chairman of the Board to our ground staff responsible
for our operations.
I would like to take this opportunity to urge all of us associated with TNB to
redouble our efforts during this difficult time to better demonstrate the value
we create for all Malaysians.
To achieve our aspiration, TNB strives to provide sustainable and reliable energy
FINANCIAL PERFORMANCE REVIEW for the nation.
Electricity demand in Peninsula Malaysia grew 1.2% year-on-year (yoy) driven
by higher consumption by both residential and industrial customers. TNB’s
subsidiary companies also registered higher contributions in terms of the sale important supplies such as healthcare and medical
of goods and services as the lifting of MCO in 2021 enabled more businesses to equipment, we had deployed mobile generator
operate. Profit After Tax (PAT) for the year reflected this positive development, sets in areas such as temporary control posts
growing 6.9% yoy to RM3.86 billion from RM3.62 billion a year ago. PAT to ensure that our frontliners had the power
for the year necessary to effectively perform their duties. We
After taking all our commitments into consideration, the Board is pleased to reflected are grateful to the efforts and commitments of our
announce that we have declared a final single-tier dividend of 18.0 sen per frontliners, and are committed to doing what we
this positive
share. This, in addition to our interim dividend paid on 15 October 2021, can to support the work that they do.
development,
brings our total dividend payout for the year to 40.0 sen per share, or RM2.29
billion, which is equivalent to 52.8% of our Profit After Tax and Minority growing 6.9% yoy The pandemic aside, Malaysia also experienced
Interests (PATAMI) for the year. This falls within the prescribed range of our to RM3.86 billion severe flooding in several states across the nation,
dividend policy of paying out between 30% and 60% of PATAMI, and reflects from RM3.62 billion which would claim lives and cause damage in the
our continued commitment of creating value for our shareholders. billions of ringgit, as well as displace thousands of
Malaysians from their homes. In light of the severity
EASING THE BURDEN OF THE RAKYAT of the floods, the Board and management were
While we had successfully delivered on our commitments this past year, we unanimous in our decision for TNB to immediately
cannot overlook the fact that the COVID-19 pandemic had extracted a high extend assistance to the rakyat, in addition to
cost from the rakyat and businesses. The suspension of economic activities and deploying all resources necessary to ensure the
health impact of COVID-19 meant that many Malaysians found themselves in INTERIM lights stayed on. To that end, TNB mobilised more
financial distress even as the pandemic continued to stretch thin our country’s DIVIDEND than 2,000 personnel comprising TNB technical
medical resources. To help affected households better manage their finances staff including additional work teams from outside
brings our total
during this troubling time, TNB offered special relief packages including bill the Klang Valley and the 70th Royal Army Engineers
dividend payout
discounts and easy payment plans to ensure that they would not be left in the Regiment Volunteers to repair TNB assets and
dark because of COVID-19. for the year to grid infrastructure. We also placed 665 sets of
40.0 sen generators on standby to provide power in flood-
Our COVID-19 relief efforts also saw us extending support to the nation’s per share, or affected areas, as well as free wiring inspections to
healthcare systems and frontliners who are playing a critical part in helping RM2.29 billion homes severely affected by the floods.
the country manage the impact of the pandemic. In addition to contributing
Pages 22 - 30
CHAIRMAN’S LETTER
TO SHAREHOLDERS
For the rakyat who were affected by the pandemic and the floods, we offered special relief packages to
HIGHLIGHTS
OF THE YEAR help lighten their financial load. These packages, including a 100% one-off rebate on electricity bills for
148,881 customers affected by the floods, provided financial relief and protected these customers from
Social the possibility of power cuts. In addition, TNB extended a one-off RM15 million rebate to flood-affected
We offered special relief packages customers who faced particular hardship due to the severity of the flood damage. Finally, we also made
including 100% one-off rebates financial contributions to the State Governments of Terengganu and Kelantan in assistance of their flood
on electricity bills for relief work.
148,881
affected by the floods
customers
It fills me with great pride to report that TNB staff, in addition to the efforts above, had volunteered and
made personal contributions to help with both COVID-19 and flood relief efforts. Collectively, TNB and
our staff, the latter primarily through the Tabung Warga TNB Prihatin, raised more than RM4 million for the
less fortunate affected by the pandemic and the floods. It is this type of dedication and mindfulness that
goes above and beyond the call of duty which truly demonstrates the value that we, as an organisation,
aspire to create for our stakeholders.
Dato' Sri Hassan bin Arifin and Datuk Ir. Baharin bin Din watering the plants as a symbolic act of TNB's commitment to sustainability, during the townhall session.
FOCUSING ON SUSTAINABILITY
Environment
The floods that occurred in December 2021 had a devastating impact on lives and livelihoods, but what
Malaysia updated its Nationally Determined may be of greater concern is the likelihood of its recurrence. Experts have warned that there will be an
Contribution (NDC) in August 2021, stating increase in the number of climate catastrophes as a result of climate change, and the growing number of
its intention to unconditionally climate disasters in recent years is proof positive of that. Indeed, the world was reminded of the urgency
reduce economy-wide carbon intensity of the situation at the United Nations’ Climate Change Conference (COP26), which was held in Glasgow in
(against gross domestic product [GDP]) of November 2021. At the end of the conference, almost 200 countries including Malaysia, signed a climate
45%
change pact which promises accelerated action to reduce greenhouse gas (GHG) emissions.
by 2030 compared to 2005 level. The Malaysian Government had stepped up its climate change commitments—to not only work towards
becoming a carbon neutral nation by as early as 2050, but also intends to reduce its economy-wide
carbon intensity (against GDP) of 45% in 2030 compared to 2005 level. This target is an increase of
10% from the previous submission to the United Nations Framework Convention on Climate Change
(UNFCCC). We applaud the Government’s ambitious target, and have pledged our support of this goal by
announcing our own net zero emission target that is integral to TNB Sustainability Pathway 2050 (SP2050)
- our roadmap which sets out our sustainability commitments and aspiration while simultaneously
futureproofing our business.
Under the SP2050, TNB aspires to achive net zero emissions by 2050, as well as to reduce 35% of our
emissions intensity and 50% our coal generation capacity by 2035. We will no longer be investing in
greenfield coal plants and aspire to be completely coal-free by our 2050 target year. In addition to the
environmental aspiration, the SP2050 also integrates the other two pillars of sustainability, namely social
and governance to transform TNB into a socially responsible company that exemplifies the highest
standards of governance at all levels of our organisation.
CHAIRMAN’S LETTER
TO SHAREHOLDERS
I would like to add that the goals of the SP2050 are not new OUTLOOK FOR 2022
ambitions for TNB. We have long recognised that clean energy The coming year will see TNB focused on supporting the
in the form of renewables is the way forward for the power Government of Malaysia in rebuilding our nation’s economy.
generation business, and we have already embarked on our Bank Negara Malaysia expects the Malaysian economy to grow
TO ACHIEVE energy transition and grid modernisation plans to support a between 5.5% and 6.5% in 2022, further building on the 3.1%
NET ZERO higher percentage of renewable energy in our grid. Carbon growth that we saw in 2021. Greater economic activity translates
EMISSIONS neutrality has always been a part of this plan, but the timeline into higher demand for electricity, and we must, as the national
by 2050, has been brought forward as TNB actively steps up in response power producer, ensure that we deliver reliable and affordable
as well as to to the clarion call for a better future. TNB is confident that this power to all Malaysian users. Our continuing investments will
reduce 35% of goal remains achievable, and we have adapted our strategy to ensure that our existing infrastructure will operate efficiently
our emissions ensure that we will attain this target. while moving us up the sustainability pathway to transform TNB
intensity and into a greener company in the future.
50% of our coal In addition to our environmental efforts, TNB has continued
generation to deliver initiatives to enhance our standing as a good social The year will also see us operating under the new Regulatory
capacity by citizen and fulfil our goal of building better and brighter Period 3 (RP3) under the Incentive-Based Regulation (IBR)
2035. lives. One of our long-term projects is the conservation of the Framework which will run from February 2022 to December
firefly population in several key locations, including Kampung 2024. Under the RP3, the Government of Malaysia has decided
Kuantan, home to one of the largest firefly colonies in Southeast to prioritise the well-being of the rakyat and has maintained
Asia. In FY2021, we contributed RM52,000 in support of these the current electricity tariff schedule. This decision is one that
conservation efforts. is cognisant of the burdens of the rakyat but also recognises the
commitments that power producers and distributors have to
TNB also continued to support the development of brightening make to modernise and develop our power ecosystem. I would
young minds through Yayasan Tenaga Nasional (YTN), which like to express my thanks to the Government for their continued
SUPPORT THE awards scholarships and convertible loan to students based support of the IBR since 2014 as it remains the best mechanism
DEVELOPMENT on merit, enabling them to pursue higher education locally that balances the needs of both the rakyat and the power sector.
OF BRIGHTENING or abroad. In 2021, we contributed RM65.9 million to 1,671
YOUNG MINDS students, bringing our total awarded since 1993 to over RM1.3 ACKNOWLEDGEMENTS
we contributed billion for over 20,000 recipients. Further complementing our It fills me with great honour to have been given the opportunity
RM119.2 efforts to support education is our My Brighter Future (MyBF) to chair TNB, one of the giants of Malaysian industry. It is with
million to 8,272 programme. A total of RM53.3 million was contributed to help great pride that I accept this role and look forward to a productive
students, bringing these students pursue tertiary education and help them secure year ahead with my fellow Directors. On behalf of the Board,
our total awarded a better future for their families. I would like to extend our appreciation to the former Chairman,
since 1993 to over Dato’ Seri Mahdzir bin Khalid, who has left us following his
RM1.3 billion for We view these social responsibility projects as an essential part appointment as the Minister of Rural Development. We thank
more than 20,000 of who we are and what we do at TNB, and they remain important Dato’ Seri for his efforts and leadership during his short, but
recipients. parts of our identity even as we embark on our SP2050 journey. significant time with us.
Our approach to sustainability is therefore holistic, and takes
into consideration all dimensions of development to create We would also like to express our thanks to the various
sustained and comprehensive value for all our stakeholders, stakeholders whom we have worked with during this past year.
especially the rakyat. In particular, we would like to thank the Government and our
regulatory bodies, customers, business partners, suppliers and
Finally, in the area of governance, we have revised the TNB Group shareholders for their continued support of our mutual cause.
Governance Platform, which is the spine of our management Your contributions have been invaluable, particularly in a year
MALAYSIAN structure, to clearly establish the roles and responsibilities at that was significantly disrupted by pandemic and flood-related
ECONOMY each level of leadership. This revision extends to the way we issues. Last but not least, special acknowledgements must go
expects to grow approach sustainability, where we have reformed the Group's to our TNB staff who have shown true dedication in the face of
between 5.5% Sustainability Development Committee as the Sustainability adversity. I urge you to continue your efforts in 2022 as we will
and 6.5% in Development Council (SDC) chaired by our President/Chief face another year of challenges even as we continue to support
2022, further Executive Officer. the economic recovery of the nation and keep the lights turned
building on the on for the rakyat.
3.1% growth The SDC serves as the strategic platform allowing deliberations
that we saw in of TNB's sustainability direction, and also a platform to monitor Thank you.
2021. and discuss the progress of our sustainability agenda.
Pages 22 - 30
PRESIDENT/CHIEF EXECUTIVE
OFFICER’S REVIEW
CREATING
VALUE IN A
SUSTAINABLE
MANNER
THROUGH
OUR STRATEGY
PRESIDENT/CHIEF EXECUTIVE
OFFICER’S REVIEW
Malaysia’s Electricity Supply Industry (MESI) was had led to Gross Domestic Product (GDP) growth of
similarly affected by the pandemic, with the ebb and 3.1% for the year. The higher electricity sales figure Electricity Sales
flow in economic activity impacting energy sales, also includes the RM4.51 billion from the Imbalanced had increased
19.3%
as well as the execution of our operations. While Cost Pass-Through (ICPT) mechanism, which was in
electricity demand would recover towards the end of an under-recovery position in 2021 owing to higher
the year, the concerted global recovery translated to a fuel prices. Meanwhile, the higher cost of fuel had
yoy to RM51.56 billion from
sudden increase in the demand for fuel which, coupled contributed to an increase in operating expenses
RM43.20 billion for the same
with a bottleneck in supply, saw fuel prices spike. (OPEX), which grew 19.9% to RM44.52 billion from
period in tandem with the
While these factors had contributed to challenging RM37.13 billion in 2020.
resumption of economic activity in
operating conditions, I am pleased to report that TNB
the country, which had led to GDP
had ensured the continuous supply of reliable, secure As a result of the factors above, operating profit for
growth of 3.1% for the year.
and affordable power to the nation. In addition, we 2021 came in at RM8.08 billion, up 9.8% from RM7.36
continued to deliver on our commitments outlined in billion a year ago. Profit After Tax (PAT) grew 6.9%
our Reimagining TNB strategy to make the transition yoy to RM3.86 billion from RM3.62 billion due to the
to renewable energy (RE), modernise our grid and increase in operating profit and the increase in the OPEX
strengthen our customer services. share of results of associates, as well as accounting which grew
Pages 22 - 30
PRESIDENT/CHIEF EXECUTIVE
OFFICER’S REVIEW
In 2021, TNB entered into the second leg of its transformational journey under Reimagining TNB, which remains our primary corporate strategy driving and
guiding our organisation forward. Nevertheless, we recognise that sustainability has grown in priority over the last few years, and we have introduced our
Sustainability Pathway 2050 (SP2050) plan which establishes our sustainability commitments and aspirations building on our energy transition journey
under Reimagining TNB.
SP2050 does not replace Reimagining TNB as our corporate strategy but complements it by setting out our sustainability direction and plans to future-proof
our business. It outlines our long-term sustainability goals over the next 30 years, including our aspiration to achieve net zero emissions by 2050. In addition,
SP2050 also outlines our intermediate goal of reducing 35% of our emissions intensity and 50% of our coal generation capacity by 2035. This is in addition
to our pledge to no longer invest in greenfield coal-fired power plants.
Additional details for SP2050 will be fleshed out in 2022 to chart the long-term plan for the future sustainability of our businesses.
For more information, please refer to Sustainability Statement section, page 130.
Our initiatives are guided by our strategic pillars representing our core business activities described under Reimagining TNB. I am pleased to report that we
have delivered on these commitments in 2021, and would like to highlight some of our value creation activities in these areas.
We continued to invest in our generation sources in 2021 as part of our efforts TNB is the owner of the largest electricity transmission and distribution
to address the energy trilemma of security, reliability and sustainability, as network in Peninsular Malaysia with over 25,000km of circuit lines. Our goal
well as power affordability. One of our immediate priorities is to increase our under this pillar is to create a grid that is capable of managing the intermittent
RE generating capacity as outlined by Reimagining TNB, and we will do so by and bi-directional flows of RE, while empowering customers to take control of
expanding both our domestic and international RE holdings. their energy consumption, and allow for more efficient control and oversight
via the implementation of digital innovations.
In 2021, we made significant progress towards this goal after receiving the
go-ahead from authorities to proceed with the Nenggiri 300MW Hydroelectric On the customer side, we installed more than 900,000 smart meters, bringing
Power Plant. The RM5 billion project, which is expected to be completed and our total to over 1.8 million meters installed as at the end of 2021, surpassing
commissioned in 2026, will significantly increase RE in the country. In terms of
our target of 1.5 million meters. These smart meters facilitate bidirectional
domestic solar power, our subsidiary, TNB Renewables Sdn Bhd was shortlisted
transfer of information allowing for the full automation of the billing process
to develop a 50MW block at the Large-Scale Solar 4 @ Mentari (LSS4@Mentari)
and gives customers the capability of monitoring their electricity usage.
project alongside 29 other companies. We have also already signed power
The granular information provided by smart meters benefits not only our
purchase agreements (PPAs) with some of these shortlisted companies to
secure a significant supply of RE into our grid in the coming years. customers, but also enables our operations to identify issues within our grid,
as well as consumer habits to better serve them. Our target is to install 9.1
On the international front, we launched Vantage RE Ltd, a RE investment and million smart meters nationwide by 2026.
asset management company to manage TNB’s RE assets in the UK and Europe.
Recently, Vantage RE purchased a 49% stake in Blyth Offshore Demonstrator TNB also continued to implement Distribution Automation (DA) systems in
Limited (BODL), marking TNB’s maiden entry into the international offshore wind sensitive areas including business centres and industrial zones to expedite
market. BODL currently owns offshore wind assets with total installed capacity restoration time in the event of an outage. In 2021, we successfully installed
of 41.5MW, as well as development rights for a 58.4MW floating offshore wind and commissioned 3,520 substations covering an estimated 2.3 million
project. This acquisition is a statement of TNB's intent to expand its international customers. This brings our total DA installation from 2014 onwards to 20,797
RE portfolio, and also facilitates greater collaboration and knowledge exchange distribution substations accounting for 25% of total distribution stations in
with BODL’s majority shareholder, EDF Renewables (EDFR). Peninsular Malaysia.
Meanwhile, we continued to pare down our investments in non-strategic TNB’s investment into its grid in 2021 has resulted in a Smart Grid Index (SGI)
markets to concentrate our focus in the United Kingdom, Europe and score of 67.9, an improvement of 8.6% from the 62.5 scored in 2020. Our target
Southeast Asia. To that end, we divested two of our assets in South Asia, namely is to raise our SGI to 85 by 2025, and we will do so through the delivery of
TNB Liberty Power Limited in Pakistan and our Compulsorily Convertible initiatives such as the installation of smart meters and DA in our grid.
Debenture (CCD) in GMR Bajoli Holi Hydropower Ltd (GBHH) of India which is
an asset under GMR Energy Limited (GEL). We aim to explore more divestment For more information, please refer to Strategic Review section, pages 38-39, 46.
opportunities going forward in order to further streamline our international
portfolio.
For more information, please refer to Strategic Review section, page 37.
PRESIDENT/CHIEF EXECUTIVE
OFFICER’S REVIEW
Through the subsidiary, Vantage RE Ltd, TNB recently purchased a 49% stake in BODL, marking a maiden entry into the international offshore wind market.
HIGHLIGHTS
OF THE YEAR
Bringing Our Customers Along the Energy Transition Journey Strategically Pivoting to
Green Generation
We are committed to transforming ourselves into a customer-centric organisation that puts the customer Vantage RE purchased a
49%
at the heart of everything that we do. In addition to meeting the needs of our customers, our initiatives of
this pillar are designed to empower our customers so that they have the knowledge necessary to control
their energy consumption and participate in the national energy transition programme. stake
in BODL, marking TNB’s maiden entry into
The initiatives we implemented during the year have yielded positive results with our flagship myTNB the international offshore wind market.
web portal and mobile application seeing significant growth numbers. By the end of 2021, the number
of registered subscribers on myTNB had grown 30% compared to the previous year, with 5.5 million TNB
customers having signed up for the service. The last year also saw TNB form the Malaysia Energy Literacy
Programme (MELP) to educate the rakyat on energy issues, such as energy efficiency, sustainability Future Proofing Our Grid Network
and climate change. Education is crucial as we will need the cooperation of all Malaysians if we are to
TNB’s investment into its grid in 2021
successfully transition to a greener future. We leveraged various mediums, including webinars, podcasts
has resulted in a
and videos to expand our reach as widely as possible, and delivered programmes for students in hopes
SGI of
of influencing young minds.
Meanwhile, retail trading of RE picked up in 2021 with total sales of Renewable Energy Certificates (REC)
rising to 612,361MWh, from 483,300MWh in the previous year. We also launched a new solution called
67.9 score
an improvement of 8.6%
Green Energy Tariff (GET) scheme with our government, which also allows domestic, commercial and from the 62.5 scored in 2020
industrial customers to purchase electricity generated from RE sources to reduce their carbon footprints
without having to install their own solar solution.
Finally, TNB’s wholly-owned subsidiary GSPARX continued to grow the sales of its self-generation solar Bringing Our Customers Along the
solutions under the Net Energy Metering (NEM) and Supply Agreement for Renewable Energy (SARE) Energy Transition Journey
schemes. Beginning from NEM 2.0 and continuing to NEM 3.0 (NEM Rakyat) launched in 2021, GSPARX
registered a total of 951 domestic/residential customers to date, bringing the total capacity to 8.25MWp. The number of registered subscribers
Meanwhile, for the commercial, industrial and government segment, GSPARX registers total capacity on myTNB had grown
30%
of 116.61MWp from 204 customers. The commercial and industrial customers would benefit from NEM
NOVA and self-consumption schemes while the government segment will enjoy the special NEM GoMEN
scheme.
compared to the previous year,
For more information, please refer to Strategic Review, page 41. with 5.5 million TNB customers
having signed up for the services
Pages 22 - 30
PRESIDENT/CHIEF EXECUTIVE
OFFICER’S REVIEW
Following a turbulent 2021 where the economic recovery was derailed following It gives me great honour to have completed my first full year as the President/
a resurgence in COVID-19 cases, 2022 started out with greater optimism as the Chief Executive Officer of TNB. The past year has been a challenging but exciting
global community had integrated the pandemic as part and parcel of daily life. time for TNB, especially now that we have set such ambitious goals before us.
However, as at the time of the publishing of this report, political strife has broken I would like to take this opportunity to express my thanks to the Board of Directors
out in Eastern Europe and escalated into military action, which is threatening whose advice and guidance have made our achievements this past year possible.
to destabilise the nascent global recovery. As a result of the Russian invasion I would also like to extend a very warm welcome to our Chairman, Dato' Sri Hasan
of Ukraine, the price of commodities has spiked even further, which may have Arifin, who joined us in October of last year. I look forward to working together
significant ramifications for power producers such as TNB. with Dato’ Sri in the years to come.
Prior to the conflict, the World Bank had indicated that the global economy On behalf of TNB’s management, I would like to thank the employees of TNB
would expand by 4.1% in 2022, while Bank Negara Malaysia had placed for their continued dedication and sacrifice in achieving our collective purpose
Malaysia’s GDP growth at between 5.5% and 6.5%. Factors contributing to and strategic aspiration. The last two years have been particularly challenging
the recovery would be the resumption of economic activities and a recovery ones, and your perseverance and continued efforts are very much appreciated
in domestic demand. However, these projections are now shrouded by by the entire organisation. The year ahead will come with new challenges and
uncertainty, and it remains to be seen how much Malaysia’s economy and obstacles, and my hope is that we will all pull through it together to make it
markets will be affected by the fallout from the conflict. another successful year for TNB.
Despite the turmoil, we will continue to deliver initiatives guided by our Finally, I would like to express my appreciation to all our stakeholders, including
strategies while remaining focused on enabling the energy transition. Our our shareholders, industry partners and customers, for your continued
efforts to evolve our transmission and distribution network into a grid of support and faith in TNB. It is only through your help and collaborative efforts
the future will continue unabated, with the commencement of RP3 for the that we have been able to accomplish all that we have, and I hope that you
3-year period of 2022-2024. On our generation business, we remain highly will continue to stand by us as we embark on the next leg of our strategy to
focused on further expanding our RE capacity, while continuing to optimise build a greener and more sustainable future. We now stand at a momentous
our existing generation fleet. In addition, we will be fleshing out initiatives time when our actions today, more than ever, will have a direct impact on
that will drive our SP2050 ambitions, which includes our plans for low-carbon the future we leave to the next generation. Let us work together to build a
mobility. brighter and better future.
Lastly, I would like to add that the IBR is a crucial mechanism that maintains Thank you.
the fine balance between ensuring reliable and affordable power for the
rakyat, and the investment needs of the power sector. TNB would like to thank
the Government of Malaysia for their consideration and continued support
for the IBR, particularly at the current time when the rakyat are still managing
the burdens associated with the pandemic and the flooding crisis. Through
prudent implementation of the IBR, we are securing the future of a sustainable DATUK IR. BAHARIN BIN DIN
and effective electric supply industry. President/Chief Executive Officer
03
CREATING
CONTINUED
VALUE
32 The Market Landscape
34 Our Value Creation Model
36 Strategic Review
• Future Generation Sources
• Grid of the Future
• Winning the Customer
• Future Proof Regulations
44 Mapping Our Performance Against
the Capitals
• Financial Capital
• Manufactured Capital
• Natural Capital
• Intellectual Capital
• Human Capital
• Social and Relationship Capital
About This Report We Are TNB From Our Leadership CREATING CONTINUED VALUE
Pages 32 - 55
ENERGY TRANSITION
Growing concerns over climate change and environmental sustainability in growth of the green economy and boost energy sustainability in Malaysia. On
2021 accelerated calls for the transformation of the energy sector to reduce top of that, the government has indicated that it will announce a new National
global dependence on fossil fuels for power generation. This was in response Energy Policy in 2022 to align the development of the Malaysian energy sector
to the growing frequency of climate disasters around the world, including in with global energy transition trends to help the country achieve long-term
Malaysia, which experienced severe flooding in parts of the country towards sustainable competitive advantages.
the end of the year. While the impact of these climate catastrophes has
been devastating, of greater concern is the probability that these climate TNB is fully behind the Government’s target and we have made a similar
catastrophes will recur with increased frequency unless steps are taken to commitment to achieve net zero emissions by the same target year. We have
stem the environmental degradation. outlined our pathway forward towards net zero 2050, and have started to
transition our power generation sources from coal towards renewables. By
It is within this context that the world came together in 2021 to take a 2035, we expect to reduce the intensity of GHG emissions by 35% and cut
major step to address the climate crisis. The United Nations’ Climate Change our coal-fired generation by 50%. Our efforts in this area will not only support
Conference (COP26) held in Glasgow from 31 October 2021 to 13 November the nation’s overall objective but also secure a greener and more sustainable
2021 saw countries pledging to reduce their greenhouse gas (GHG) emissions future for all.
through aggressive structural changes, including quitting coal and focusing
on the development of electric vehicles. These commitments have significant We recognise that there are significant hurdles that we will have to overcome
ramifications for the energy generation business, effectively accelerating along the way, including managing the intermittency of renewables and
energy transition trends to reduce energy-related emissions by transitioning modernising our power grid to handle the energy transition. The energy
from fossil fuels to renewables to generate power. transition will affect the entire value chain of our organisation, from power
generation to distribution, as well as customers' behaviour in their electricity
The Malaysian Government, in advance of COP26, pledged in its 12th Malaysia consumption. We are committed to working together with the Government
Plan to be a carbon neutral country by as early as 2050, and has made a and enhancing all necessary elements of the electric supply industry to
number of commitments to reach that goal, including a commitment to stop achieve the objectives that we have set for ourselves.
building new coal-fired power plants. This ambitious target will accelerate the
The IBR was introduced in 2014 to modernise the electricity supply industry
in Malaysia. It does so by creating a structured and transparent framework for
the setting of tariffs, which secures affordable, reliable and sustainable energy
for our customers, while taking into consideration the capital expenditure
(CAPEX) and operational expenditure incurred by power owners. Through
the IBR, utility companies are accorded the resources to invest and further
upgrade their generation and distribution infrastructure without jeopardising
the energy security of Malaysians.
The IBR sets a base tariff and an Imbalance Cost Pass-Through (ICPT), which
factors in the fluctuation in fuel prices, for a stipulated duration, i.e. the
regulatory period. The Second Regulatory Period (RP2) ended in 2020 and was
due to be replaced by Regulatory Period 3 (RP3) in 2021. Due to the pandemic,
the Government approved a one-year extension to RP2, extending it until
31 December 2021. As a result, the base tariff of 39.45 sen/kWh and the
Electricity Tariff Schedule was maintained for the year.
Alongside the base tariff approval in RP2, the Government had also approved TNB’s
CAPEX of approximately RM7.3 billion for regulated business during the extension.
In March 2021, the Minister of Energy and Natural Resources (KeTSA) reaffirmed • investing in developing our digital power grid including
that a holistic study will be conducted to review the Malaysia Electricity Supply Distribution Automation, Mobility Solutions, Geographic
Industry 2.0 (MESI 2.0) Reform initiatives announced in 2019. The review will Information System and Volt-Var Optimisation to improve the
examine the initiatives of MESI 2.0 while taking into consideration the current reliability of the distribution grid.
operating environment and economic outlook. The Review will ultimately be
aimed at future-proofing the industry and prepare MESI for the challenges
posed by new disruptive technologies, especially those involving renewable Meanwhile, the Government has granted its approval for the RP3 to run from
energy sources such as solar. In addition, the Review will also ensure that 1 February 2022 until 31 December 2024. With coal prices soaring to a record
MESI remains supportive of the rakyat. This is in line with the Government’s high in 2021—reaching USD270/MT in October 2021—the average applicable
coal price for the July to December 2021 period was higher than the RP2
priorities to revive the country’s economy while protecting the well-being and
Extension base price. The ICPT implementation for the January to June 2022
interests of the people.
period is therefore expected to be in a surcharge position, and the variation in
fuel costs will be addressed by the ICPT mechanism.
TNB recognises that the MESI study will be an important step forward in
securing Malaysia’s long-term prosperity, and have already started preparing TNB submitted recommendations for RP3 in the first quarter of 2021, which
ourselves for all possible future reform scenarios. Our Reimagining TNB detailed our proposal for a fair and reasonable regulatory return, as well as our
strategy, which was put in place in 2016, as well our Sustainability Pathway CAPEX for 2022 which is focused on several key objectives, including:
2050 collectively ensure that we are taking measures to future-proof our • maintaining a safe and resilient network and system;
business, and that we will successfully complete our energy transition without • meeting the growing and changing needs of customers, and
sacrificing financial sustainability or shareholder value creation in doing so. • supporting our energy transition plans.
Our plans are also aimed at charting future growth that is anchored on our
commitment to help create a better world. Our CAPEX proposal for our energy transition projects will ensure that TNB
has the resources to perform the necessary upgrades to our system, in line
TNB is fully supportive of MESI’s direction to evolve and create new with the Government's push to drive the development of renewable energy
opportunities, as well as its push for the development of innovation and in the country. This is detailed in its Malaysia Renewable Energy Roadmap
digitalisation. TNB remains steadfast in its commitment to serving the rakyat (MyRER) launched on 30 December 2021 to further decarbonise the electricity
to create a better world and brighter lives. We look forward to continuing sector. Other items earmarked under our CAPEX proposal will ensure that the
collaborating with KeTSA and MyPOWER to set a future-proofing MESI system remains robust and reliable for continuous and undisrupted supply of
pathway together. electricity to our customers.
Pages 32 - 55
Manufactured Capital
Please refer to pages 36-37 for more information
Oil(1)
Intellectual Capital
Top Priorities
• Enhance experience through all customer
Research and Operational and service Technology and business
journeys for service, interaction and Development innovations model innovations
communication channels
• Growth through innovation of new Please refer to pages 50-51 for more information
solutions and service offerings
• Strengthen digital presence via digital
solutions, interactions and enterprise
Human Capital
- Reward structures linked to performance and
Please refer to pages 40-41 for more information Employees RM65.53 million value drivers
34,938 in investment into learning and - An experienced and diverse executive team and
a strong board
FUTURE PROOF REGULATIONS TNB GROUP development - A transformed workforce
Investors
Build Create Vendors
Trust Value
Employees Communities
NGO
Please refer to pages 42-43 for more information Please refer to pages 54-55 for more information
Eco
no
dividends
RM4,568.4
Financial Cost
RM3,793.3
RM8,083.0 mil
mic million million
9,364.0
Fuel and Other Operating Costs
8,083.0
8,206.8
7,358.8
6,875.6
Fuel cost
RM15,225.40
million
3,014.0
Other Operating Costs
RM29,609.40
Com
million
11
Adopted Schools
mu
FY2017
FPE 2017*
(Restated)
FY2018
FY2019
FY2020
FY2021
nity
information
30,000
1,699
Primary Students
Graduates
Assisted
Please refer to pages 173-178 for more information NET PROFIT ATTRIBUTABLE TO OWNERS OF THE COMPANY
Peninsular
Malaysia 9.66 million
tom
Greenhouse Gas
(GHG) Emissions Sabah 0.66 million
Cus
4,529.2
Intensity(5)
3,661.8
3,723.7
3,592.7
2,622.3
2020 2021
FY2017
FPE 2017*
(Restated)
FY2018
FY2019
FY2020
FY2021
5.99* 7.96
million tCO2e million tCO2e
* Data updated after third party verification
ent
Please refer to pages 48-49
for more information
m
v i ron Notes:
En (1) Oil refers to petroleum-based fuel (inclusive of diesel, oil and distillates).
(2) For operations in Peninsular Malaysia and Sabah.
GHG emissions mitigated due to TNB’s use of (3) From power plants in which TNB has controlling stake for period FY2021.
(1) Renewables (2) Energy Efficiency (4) From domestic power plants which TNB has invested in and has power
(3) Low-carbon generation (4) Tree planting purchasing agreements for domestic customers.
(5) For TNB operations in Peninsular Malaysia only for the period of FY2021.
* Financial Period Ended 31 December 2017
Pages 32 - 55
STRATEGIC REVIEW
OVERVIEW
In 2021, TNB produced a total of 108,633.54GWh of which 92,538.31GWh
was generated from coal and gas sources, 7,458.22GWh from hydro sources
and 1,163.85GWh from solar and wind sources. Total renewable energy
(RE) made up 7.94% of the total sent out in 2021. We remain committed to
our goal of having RE make up 40% of our total capacity mix by 2025, and
to that end, we are continuing with our efforts to increase our investment
into RE generation by exploring new markets and technologies (e.g.,
offshore wind).
Majority owned
Coal 2 3,600.00 2,360.00 20,007.08 -
Gas 3 2,137.83 1,449.19 8,057.33 -
Non-carbon 30 437.13 260.62 711.92 -
Others 49 199.36 165.46 518.34 -
Minority owned
Coal 3 1,650.00 455.37 11,063.63 350
Gas 2 1,265.40 369.09 4,949.47 -
Non-carbon 14 326.80 106.26 791.17 1,380
Others 1 1,190.00 71.40 6,954.82 -
STRATEGIC REVIEW
DEVELOPMENT HIGHLIGHTS
Restructuring Vantage RE Ltd was launched in July 2021 with the aim of owning, operating and managing TNB’s portfolio of RE assets in the UK and
Entities to Europe. In addition, TNB’s International Asset Group was restructured into the New Energy Division (NED) to drive TNB’s RE growth and
Enhance establish strategic partnerships with leading global RE players. NED oversees both Vantage RE as well as TNB Renewables, the latter of
Performance which is focused on growing our RE footprint in the domestic and Southeast Asian markets.
Increasing Our We added 42MW into our international RE portfolio through two strategic acquisitions by our wholly-owned subsidiary, Vantage
RE Capacity RE. The first transaction was the purchase of a 500kW single wind turbine in the United Kingdom (UK) in May 2021 while a second
transaction in October 2021 saw Vantage RE acquire a 49% stake in an offshore wind company, Blyth Offshore Demonstrator Limited
(BODL) from EDF Renewables. The BODL transaction added 41.5MW of offshore wind assets, along with further development rights for
a floating offshore wind project of up to 58.4MW in the UK.
Streamlining TNB divested its non-core and low-performing investments in 2021 as part of a portfolio restructuring exercise. In August 2021, we
our Portfolio divested our entire holding of compulsory convertible debentures (CCD) in GMR Bajoli Holi held by our wholly-owned subsidiary, TNB
Topaz Energy Sdn Bhd. We also completed the divestment of our entire 100% stake in TNB Power Daharki Ltd, which owns and operates
a 235MW combined-cycle gas turbine power plant through its wholly-owned subsidiary TNB Liberty Power Limited (LPL), to AsiaPak
Investments Limited. The two divestments are consistent with our strategy to monetise our assets in India and Pakistan, and refocus
our investments in key strategic markets.
Award-Winning Southern Power Generation Sdn Bhd’s Track 4A Power Plant in Pasir Gudang, Johor was commissioned in 2021, increasing our total
Power Plant generating capacity by 1,440MW. Track 4A is the first commercial power plant to be equipped with twin GE 9HA.02 gas turbines—one
Commissioned of the world’s largest and most efficient power-generating models—making the power station a first-of-its-kind, featuring advanced
technology integration balancing climate awareness, energy affordability, and reliability. The combination of performance, efficiency
and environmental sustainability led to Track 4A being awarded the Plant of the Year by trade publication POWER magazine.
Enhancing the Jimah East Power (JEP) won the Clean Coal Technology Utilisation for Large Power Generation category at the ASEAN Energy Awards
Sustainability 2021 organised by the ASEAN Centre of Energy. The award recognises best practices of cleaner and sustainable coal use and the
of Our Plants transition towards a more sustainable and lower carbon emission. JEP boasts two ultra-supercritical plants, which makes power
generation from coal more efficient.
Nenggiri The RM5 billion Nenggiri Hydroelectric Project in Kelantan was given the go-ahead by the State Government to commence work in
Hydroelectric 2021. When completed in 2027, Nenggiri will have a maximum generating capacity of 300MW and become an important contributor to
Project the nation’s aim of increasing its RE capacity. The Nenggiri dam will also help mitigate floods and function as a water reservoir in the
Progress state of Kelantan, while its construction will have a net positive impact on the socio-economy of the state and country.
OUTLOOK
In terms of our local generation capabilities, we will continue to focus our efforts on maintaining reliability excellence to achieve high availability and
reliability of our key assets. In practical terms, this means meeting all obligations stipulated under the Power Purchase Agreement while ensuring that our
assets perform at optimal levels. We will also be on the lookout to grow our asset base and expand our services in several key areas, including asset-light
services, clean and green plant-ups and repowering opportunities, while exploring new business ventures. Finally, we will also continue with our plant
turnaround programme and implement initiatives to further uplift productivity.
On the international front, we will continue to look for opportunities to grow our RE portfolio while simultaneously exploring new classes of energy
transition-related investments, including energy storage. In terms of our target markets, we will continue to focus on key strategic markets where we
already have a presence, such as the UK. Nonetheless, we are not restricting ourselves to only investing in those markets, as we recognise that there may
be opportunities in other markets and countries with growing global interest in RE from both the supply and demand sides.
Pages 32 - 55
STRATEGIC REVIEW
OVERVIEW
The National Grid in Peninsular Malaysia and Sabah connects over 10.32
million homes and businesses and is connected to Thailand’s EGAT grid
system in the north, and to Singapore Power’s grid system in the south.
Our grid assets are managed by two of our core divisions: namely Grid and
Distribution, which manage the transmission network and distribution
network respectively. In Sabah and Labuan, the energy infrastructure is
overseen by Sabah Electricity Sdn Bhd (SESB), in which TNB holds an 80%
stake. SESB is responsible for meeting the growing demand for electricity
by exploring new innovations in generation, transmission and distribution.
GRID STATISTICS
Peninsular 25,185.69 Circuit-km Peninsular 472 Substations Peninsular 124,065GWh Peninsular 18,585MWh
Sabah 3,153 Circuit-km Sabah 49 Substations Sabah 6,525.85GWh Sabah 1,003MWh
Distribution Lines Distribution Substations Electricity Distributed
STRATEGIC REVIEW
DEVELOPMENT HIGHLIGHTS
The Grid division remained steadfast in its effort to build a Grid of the Future We strive to excel in our role as the Operator of Network, Facilitator of
(GoTF) by continuing to invest prudently into grid modernisation and grid Energy Transition and Enabler of Customer Empowerment. The Smart
intelligence through digitalisation. In 2021, we successfully deployed 10 Utility 2025 (SU2025) Masterplan was established in 2021 to serve as an
high-impact GoTF projects to enhance the overall performance of our grid. integrated roadmap for Distribution Network Division. Under Smart Utility
These are: (SU2025) Masterplan, five target state capabilities have been defined:
• Automatic Fault Analysis • Asset Investment Planning
• Grid Digital Intelligence Management System 1 Resource Optimisation
Infrastructure • GPS Tracker 2 Connected and Smart Workforce
• Asset Performance • Smart Glass 3 Self-Healing Grid
Management System • Air-conditioning 4 Energy Efficiency
• Centralised Tripping Optimisation
5 Empowered Customers
Information System • Security System
• Grid Project Management Optimisation
System In 2021, we continued our efforts to modernise our distribution network
via several major projects as part of the RP2 extension. These include
Meanwhile, we are making progress towards integrating energy industry the implementation of our Advanced Metering Infrastructure (AMI),
best practices by establishing strategic partnerships and collaborations Distribution Automation (DA), Smart Work & Asset Total Solutions
with key partners, such as CIGRE (International Council on Large Electric (SWATS), and Geographic Information System (GIS). AMI surpassed the
Systems) and Elia, a Belgian transmission system operator. In addition, RP2 target of installing 1.5 million smart meters after installing over 1.8
a tripartite collaboration between Grid, Grid System Operator and million by the end of 2021. As for DA, we successfully installed DA systems
Distribution Network to boost demand-side management through on 3,520 substations in 2021, bringing the total number of installations
Conservation Voltage Reduction (CVR) commenced with the first phase to 20,797 distribution substations. Meanwhile, medium voltage GIS data
being successfully implemented at PMU Permas Jaya in October 2021. We production has been completed for all states in Peninsular Malaysia,
also successfully integrated Variable Shunt Reactors into our high voltage while SWATS has established 30 projects for various departments
transmission systems to help stabilise the voltage during load variations. nationwide.
Building a GoTF should not be at the expense of the environment and society, and we have taken steps to ensure that our activities have a positive impact
on ESG. The following table provides a summary of our ESG initiatives related to our grid.
OUTLOOK
As part of RP3, we will be investing around RM20 billion in CAPEX on our transmission and distribution grid. The investments will help us to maintain a safe
and resilient network that is capable of meeting the evolving needs of our customers and supporting the energy transition. In addition, we will continue to
work towards our target Smart Grid Index (SGI) score of 85 by 2025 through the implementation of new technology and digital solutions in our grid. We will
also step up our efforts in managing the ESG risks on our assets, and incorporate enhanced ESG measures and ways of working in our operations.
Pages 32 - 55
STRATEGIC REVIEW
OVERVIEW
2021 saw TNB’s Retail Division deliver exceptional customer experience
to over 9.6 million customers via various interaction channels, including
our online media, our customer careline and through our physical
Kedai Tenaga. Initiatives were implemented to empower our customers
through the delivery of innovative solutions aimed at helping them take
greater control over their energy consumption habits and their monthly
energy spend. Our Customer Satisfaction Index (CSI) hit a new high of 8.7
in 2021, while our various customer engagement channels individually
received high approval ratings.
9,000,000
505,239
488,270
8,000,000
7,916,405
7,728,407
7,553,229
7,000,000
7,378,425
7,181,846
6,000,000
5,000,000
1,618,284 103,352
1,510,341 92,906
1,575,198 98,479
1,553,607 96,167
1,590,373 99,974
4,000,000
3,000,000
80,881 6,585
70,402 6,042
75,463 6,335
77,991 6,535
32,883 1,614
72,554 6,129
29,749 1,589
31,654 1,603
30,520 1,598
28,867 1,553
2,000,000
138
14,917
1,000,000
14,635
14,459
14,261
13,733
59
53
53
45
38
0
FY2017
FY2018
FY2019
FY2021
FY2017
FY2021
FY2021
FY2017
FY2021
FY2020
FY2018
FY2019
FY2017
FY2020
FY2018
FY2019
FY2020
FY2018
FY2019
FY2017
FY2020
FY2018
FY2019
FY2021
FY2017
FY2020
FY2018
FY2019
FY2021
FY2020
STRATEGIC REVIEW
DEVELOPMENT HIGHLIGHTS
The Retail Division reported a record CSI for 2021 of 8.7, with customers reporting TNB’s non-regulated business continues to grow in 2021 as residential and commercial
greater satisfaction in three main areas, namely service levels at TNB’s self-service customers showed greater awareness and interest in energy efficiency and smart
kiosk, the reliability and quality of electricity supply and the performance of energy solutions. Achievements in 2021 include the record sales of 612,361MW of
the myTNB mobile app. Our initiatives to communicate energy efficiency was Renewable Energy Certificates (REC), a positive indicator of the growing interest in
also well received by our customer base and scored 8.5 on the EE CSI. At the clean energy. In addition, we have also seen uptake in the customer demand for
same time, all of TNB’s customer experience channels received uniformly high smart energy solutions including:
feedback from customers, scoring over 92% on the Customer Experience Index
(CEI) from four touchpoints. Specific achievements contributing to the higher CEI • Smart home devices for residential customers
• Energy monitoring systems for commercial and industrial customers
scores include:
• Capacitor bank solutions for customers with low power factors
• Implementing our Virtual Queue Management System at Kedai Tenaga to TNB’s wholly-owned subsidiary Sdn Bhd (GSPARX) which is the point-of-sale for our
expedite service time solar rooftop panels saw increased demand for self-generation solutions under the
• Achieving service delivery times of GSL:99.9% and MSL:99.9% in line with Net Energy Metering (NEM) scheme, registering secured projects of 116.3MWp in 2021.
regulatory requirements
• Ensuring that 99% of our customers received timely and prompt bills GSPARX had also entered into a collaborative agreement with Universiti Tun Hussein
Onn Malaysia (UTHM) on R&D and knowledge sharing in the field of solar energy. As part
Concurrently, Retail Division also arranged targeted engagement sessions in of the collaboration, GSPARX completed the solar installation of a 6.9MWp at UTHM’s
2021 to improve communication with stakeholders yielding highest Regulatory main campus, making it the single largest solar installation at a public institution of
Relationship Strength Index (RRSI) of 95% in 2021. higher learning. We are also working together with the Ministry of Energy and Natural
Resources (KeTSA) to install more solar PV solutions on government buildings through
pilot projects consisting of government agencies, local councils and schools.
Embracing Digitalisation In support of the Government’s Jalinan Digital Negara (JENDELA) initiative, our
subsidiary Allo Technology Sdn Bhd. (Allo) continued to make good progress in
bridging the digital divide and empower Malaysians in underserved areas in Perak,
Digital is the way of the future and TNB is actively integrating digital solutions Melaka, Kedah, Penang, Selangor, Kuala Lumpur and Johor.
throughout the value chain. In 2021, we increased the number of myTNB users
by 30%, increasing the total to 5.5 million TNB customers and saw a substantial Through the Open Access model, Allo has struck strategic collaborations with seven
Retail Service Providers namely Maxis, Astro, Digi, Celcom, U Mobile, Freshtel and
reactivation of dormant accounts. Additionally, we recorded over four million
Redtone, allowing them to expand their reach beyond urban areas.
payment transactions made through myTNB.
Meanwhile, another of our subsidiary, TNB Engineering Corporation Sdn Bhd (TNEC)
In 2021, Retail launched the Digital Billing pilot in Melaka, with the aim to which is involved in the sustainable energy sector has commenced the operation
encourage customers to subscribe for paperless bills. Concurrently, we also and maintenance of the district cooling facility at the KLIA on 1st July 2021 through
launched a pilot for the Energy Budget feature on myTNB to help customers an incorporation of Cooling Energy Supply Sdn. Bhd., a new subsidiary of TNEC, with
better monitor their electricity usage. MAHB’s subsidiary Airport Ventures Sdn. Bhd.
TNB continued to implement community-focused programmes with two objectives in 2021. The first was to give back to the community by helping to alleviate the burdens of the
less fortunate rakyat and to make a positive change in marginalised communities. Our second objective was to raise the general level of energy literacy to help Malaysians better
understand energy issues and make more informed decisions about electricity use. The following table provides an overview of our community-based initiatives over this past year.
OUTLOOK
Retail Division's initiatives going forward will be guided by five identified retail roles:
• Principal Energy Provider: As the default energy supplier, we will ensure continuity of supply, delivering efficient and effective products and services to all customers
• Preferred Retailer: We aim to be the preferred retailer providing a reliable supply of energy to a selected pool of large key industrial and commercial customers, and
support their activities by providing premium and personal customer service
• Digital Retailer: We will deploy connected data solutions to engage and provide value-added services to our customers and enhance their experience with TNB
• Gentailer: We operate at both ends of the retail value chain through the ownership of RE generation assets and through retailing the generated energy which allows us
to hedge against the market
• Solutions Innovator: We will develop and offer tailored customer solutions based on our values, and develop innovative solutions and services to improve business growth
Our aim in developing these roles is to attain commercially sustainable and scalable returns for our regulated business, as well as new and recurring revenue from the market
for our non-regulated business. Our approach will take differentiated approaches to better market ourselves to the various customer segments, and will see the development
of innovative digital solutions to further grow our footprint.
Pages 32 - 55
STRATEGIC REVIEW
DEVELOPMENT HIGHLIGHTS
FUTURE PROOF
Imbalance Cost Pass Through (ICPT) Updates
REGULATIONS
The Government maintained the ICPT rebate of 2.0 sen/kWh
throughout 2021 in view of the overall reduction in actual power
generation cost leading up to June 2021 for all customers, including
residential customers with monthly consumption of less than 300kWh.
The balance or excess from total ICPT savings for the period was
channelled to the Kumpulan Wang Industri Elektrik (KWIE) which is
responsible for ensuring the stability of the electricity tariff. Funds
from KWIE were therefore deployed following the spike in fuel prices in
the second half of 2021, with coal prices exceeding USD200 per tonne,
causing fuel and generation cost to increase by RM1.67 billion.
While the spike in fuel prices would typically send the ICPT into a
surcharge position, the Government decided to maintain the tariff rate
and the 2.0 sen/kWh rebate for residential customers for the first half
of 2022. This decision was made in view of the challenges posed by
the pandemic and severe flooding in several states at the end of the
year which had substantial financial implications for a large segment
of society. A total of RM715 million has been allocated from KWIE to
maintain the rebate and absorb the ICPT surcharge. Commercial and
industrial users, however, will be imposed a surcharge of 3.7 sen/kWh to
reflect the increased generation cost.
One of the key takeaways from the United Nations’ Climate Change
OVERVIEW Conference of the Parties (COP26) held in 2021 was the need for greater
Despite the continuing disruptions arising from the COVID-19 pandemic, collaboration between countries to increase RE adoption and allow for
TNB continued to work proactively together with the Government and greater collaboration in the transmission of power. TNB had already
regulatory authorities in 2021 to develop new solutions for the electricity taken a first step in greater regional collaboration as a participant of
supply industry. This included working on policy changes that will have the Lao PDR-Thailand-Malaysia Power Integration Project (LTM-PIP),
long-term impact on the industry, e.g. policies on RE and EV, as well as on ASEAN’s first multilateral energy trading platform, through which
initiatives that will have an impact in the short and medium term, specifically Malaysia purchases electricity from Lao PDR via Thailand’s existing
on the implementation of Regulatory Period 3 (RP3) that runs from February transmission grid. In 2021, TNB imported 0.89GWh of hydro energy from
2022 to December 2024. Lao PDR through the LTM-PIP.
STRATEGIC REVIEW
There has been a renewed urgency over the past few years to accelerate the development of RE as worries over climate change continue to grow. TNB
has likewise accelerated its efforts to develop the sector, further encouraged by the Government’s aspiration to reach net zero status as early as 2050.
Key developments in 2021 are as follows:
• Under the 12th Malaysia Plan (RMKe-12), the Government has committed to increase RE to account for 31% of total installed capacity by 2025. The nation
has also committed to reduce its GHG emission intensity—as a ratio of Gross Domestic Product (GDP)—by 45% by 2030, relative to its 2005 levels.
It also seeks to become a carbon neutral country as early as 2050.
• KeTSA launched the Malaysia Renewable Energy Roadmap (MyRER) which seeks to further decarbonise the Malaysian energy supply industry by 2035. Under
MyRER, emissions intensity, as a ratio of GDP, is expected to further reduce to 60% while RE share of generation capacity will increase to 41% by 2035.
• KeTSA introduced the new Net Energy Metering 3.0 programme (NEM 3.0) for the installation of rooftop solar panels. The quota allocated for NEM 3.0
is 800MW, which has been divided into three categories:
- NEM Rakyat (100MW) for residential customers,
- NEM Gomen (100MW) for government buildings, and
- NEM NOVA (600MW) for commercial and industrial customers.
• The Energy Commission shortlisted 30 companies in 2021 for the development of the Large Scale Solar 4@MEnTARI project (LSS4), with a capacity of
823.06MW out of the offered capacity of 1,000MW. Our wholly-owned subsidiary TNB Renewable Sdn Bhd was shortlisted for a 50MW block for LSS4.
NEDA is an industry initiative spearheaded by the Energy Commission to While the decarbonisation of the energy sector is crucial for the energy
improve the efficiency of Malaysia’s power generation sector. Launched transition, it is just as important to decarbonise other sectors, including
in June 2017, NEDA enables eligible power generators without long- the transportation sector, to ensure a holistic approach to the nation’s
term power purchase agreements (PPAs) or service level agreements green aspirations. In focusing on the emissions of the transportation
(SLAs), to sell electricity to the grid. Participation in NEDA is also open sector, TNB has intensified its efforts to accelerate EV adoption and to
to power plants with existing PPAs and SLAs. In 2021, the Commission advance the sector in 2021.
launched NEDA+ to increase participation by introducing new criteria for
participation, including: As part of our efforts to foster a more holistic approach to EV development,
TNB issued an invitation to other stakeholders to work together with us to
develop the sector at the CEO Action Network Roundtable on Low Carbon
• Introducing Solar Power Producer as a new participant category for
Mobility in July 2021. Stressing the importance of an all-of-society approach
Large Scale Solar 3@Mentari (LSS3) generators.
for decarbonisation to work, our approach also places emphasis on the future
• Setting new bidding periods, bidding mechanisms and settlement
economic value of developing local EV expertise. Since then, we have signed
principle where generators are paid at the actual System Marginal
MoUs with several industry stakeholders, including Sime Darby Auto Bavaria
Price (SMP) as opposed to at the bid price in line with international Sdn. Bhd, SOCAR Mobility (M) Sdn. Bhd. and DHL Express (M) Sdn. Bhd.,
best practices. stating our intention to collaborate together on promoting EV adoption.
As at the end of 2021, five generators with a total registered capacity of In addition, we had submitted a white paper on EV to various government
101.3MW had signed up to NEDA+. ministries in 2021, to kick-start discussions on accelerating EV adoption
and EV industry growth.
OUTLOOK
The Government has approved the commencement of RP3 under IBR beginning 1 February 2022, that will run until 31 December 2024. We managed to
secure a fair Weighted Average Cost of Capital (WACC) and sufficient expenditure allowance for the next three years. We believed that the allowed capital
expenditure for RP3 is set to bring significant economic benefits towards stimulating the nation's economic recovery, and we will do our utmost to properly
utilise the allowance towards the benefit of the nation.
We will also continue working with various stakeholders, including the Government, to facilitate the roll-out of EV-friendly policies in line with the
Government's plans highlighted in RMK-12 and the Low Carbon Mobility Blueprint 2021-2030 announced by the Ministry of Environment and Water. We
believe that the Government has recognised the importance of green mobility, as seen from the launch of its Low Carbon Mobility Blueprint in 2021, and
TNB is committed to nurturing this budding industry. As the largest utility in Peninsular Malaysia, we recognise our crucial role as a catalyst for EV adoption,
especially through the provision of EV charging infrastructure.
We remain confident that we can stay ahead in navigating key challenges including the risks posed by climate change and the pandemic, while continuing
our efforts to ensure energy reliability and balancing energy affordability and sustainability, in addressing the Energy Trilemma.
Pages 32 - 55
FINANCIAL CAPITAL
We make use of financial capital in almost all aspects of our activities aimed at creating value for our stakeholders, including our shareholders.
Profit attributable to the owners of the Company increased 1.9% yoy to RM3.66 2017* 32.3
(Restated)
billion from RM3.59 billion a year ago, while the Group’s Earnings Before Interest,
Taxes, Depreciation and Amortisation (EBITDA) rose 4.4% to RM18.77 billion from 2018 26.5
RM17.98 billion during the same period. However, EBITDA margin had moderated
slightly, to 35.7% from 40.9% the previous year, due mainly to higher operating
2019 36.1
expenses and impairments booked over the course of the year.
TNB Group’s Profit After Tax (PAT) for 2021 came in at RM3.86 billion, up 6.9% 2020 40.9
yoy from RM3.62 billion in the previous year. The higher PAT is due to the higher
operating profit, the increase in share of results of associates, and accounting 2021 35.7
gains on the fair value of financial instruments. This was partly offset by higher
foreign exchange losses and tax expenses during the current year. * Financial Period Ended 31 December 2017
Borrowings
Our financial standing continues to be validated by the strong credit ratings assigned by both local and international rating agencies: AAA/Stable by RAM
Ratings, A3 Stable by Moody’s, BBB+ Stable by S&P and AAA/Stable by MARC. The health of our credit ratings has enabled us to raise funds via local and
international capital markets, banks and other financial institutions. Our foreign exchange (forex) and interest rate exposures continue to be governed by
TNB’s Treasury Policy, which protects the Group’s profit from material adverse movements due to rate fluctuations. We continue to manage our short-term
forex exposures through hedging a minimum of 50% of known foreign currency exposure for up to a 12-month period through forward exchange contracts
and natural hedges.
Credit rating as of 31-Dec-21 31-Dec-20 31-Dec-19 31-Dec-18 31-Dec-17
S&P BBB+/Stable BBB+/Stable BBB+/Stable BBB+/Stable BBB+/Stable
Moody's A3/Stable A3/Stable A3/Stable A3/Stable A3/Stable
RAM AAA/Stable AAA/Stable AAA/Stable AAA/Stable AAA/Stable
MARC AAA/Stable AAA/Stable AAA/Stable AAA/Stable AAA/Stable
2021 Highlights
RM2,092.03 RM2,357.00
2021 5,380.14
MYR
2025 2,856.94
FINANCIAL CAPITAL
Dividend Policy
TNB’s Board of Directors approved a total dividend payout of RM2.29 billion for FY2021. This comprises a final dividend of 18.0 sen per share and an interim
dividend of 22.0 sen per share, which brings total dividend payout to 40.0 sen per share, as compared against 80.0 sen per share in FY2020. Our dividend
payment for the year translates to 52.8% of the Group’s Adjusted Profit after Tax and Minority Interests (PATAMI) excluding extraordinary, non-recurring items
of RM4.34 billion.
With this dividend payment, our payout ratio remains within the higher tier of our 30% to 60% dividend policy for the fifth year running, which is in line
with our commitment to create greater value for our shareholders. We adhere to the Companies Act 2016 and apply prudent financial risk management by
assessing the Group’s solvency and ability to settle short-term loan obligations in deciding on the quantum of our dividend payment. The Board believes
that TNB’s dividend payment record strikes the right balance between rewarding our shareholders and ensuring that our operations remain sustainable.
2021 Highlights
TOTAL DIVIDEND RM
(SEN)
Interim Final single tier dividend Special
0 10 20 30 40 50 60 70 80 90 100
2017*
(Restated) 21.4
TOTAL DIVIDEND RM
(SEN)
Dividend Payout of Group PATAMI (%) Dividend yield (%)
60
52.8
50.0 55.8 56.0 58.5
50
44.0
40
30
20
10 7.5 7.7
4.3 3.9 4.3
1.4
0
2017 2017* 2018 2019 2020 2021
(Restated)
Pages 32 - 55
MANUFACTURED CAPITAL
Our manufactured capital comprises power and non-power related assets that have both direct and indirect impact on our operations to provide efficient,
reliable and safe electricity.
Power Generation • Maintained a high Equivalent Availability Factor (EAF) for our • Pursue generation business growth opportunities
Assets domestic power plants (82.9%) . through:
• Received Letter of Notification (LoN) from the Kelantan State - Energy-related service offerings
Thermal generation Government on tariffs of the 300MW Nenggiri hydroelectric plant, - New asset plant-ups leveraging existing
plants: which is ready to kick off in 2022. capabilities and latest technologies
• 7 coal fired plants • TNB Renewables Sdn Bhd shortlisted for 50MW block at Large Scale - Asset renewals through repowering, refurbishing
• 12 gas fired plants Solar 4 @ Mentari (LSS4). or repurposing of existing asset portfolio
• 50 oil, diesel & solar • Agreement from the Energy Commission to commence the Hydro • Develop domestic business and operational excellence
hybrid Life Extension Programme on the Kenyir hydroelectric plant. by scaling up plant turnaround programme and
• Launched Vantage RE Ltd in July 2021 to own, operate and manage
productivity uplift measures implementation.
Non-carbon plants: our RE portfolio in the UK and Europe.
• Explore growth levers such as digital power plant
• 20 Large hydro • Embarked on strategic partnership with Électricité de France (EDF)
technology, energy efficiency, operation and
• 118 renewable following the purchase of 49% stake in Blyth Offshore Demonstrator
maintenance improvement.
energy (mini hydro, Limited (BODL) from EDF Renewables (EDFR) through Vantage RE Ltd.
solar & wind) • Establish a RE platform in Southeast Asia.
• Streamlined international holdings through the divestment of
investments in Liberty Power Limited in Pakistan and GMR Bajoli
Holi Hydropower Private Ltd in India.
Power Network • Domestic networks performed at world-class levels with • Investing around RM 20.1 billion into the transmission
Assets transmission system minutes at 0.09 minutes and System Average and distribution network over the Regulatory Period 3
• 28,338.69 km Interruption Duration Index (SAIDI) at 45.25 minutes per customer. period (2022 - 2024).
of transmission • Increased the Smart Utility Framework score for our Distribution • Installation of an additional 600,000 smart meters
network Network by 30% to 2.4. as part of TNB’s nationwide Advanced Metering
• 521 transmission • Increased our Smart Grid Index score for 2021 to 67.9 from 62.5 in the Infrastructure (AMI) programme in 2022.
substations previous year. • Implement DA at around 3,496 distribution substations
• 750,175.54 circuit • Completed RM6.9 billion worth of domestic network enhancements to further reduce restoration time during outages in
km of distribution including: 2022.
network - Distribution automation (DA) systems at 3,520 substations, bringing
• Adopt more digital technologies into both grid and
• 95,144 distribution overall total to 20,797 distribution substations covering 25% of all
distribution networks.
substations substations in Peninsula Malaysia, benefiting 2.3 million rakyat
- Bringing the total of smart meter installations to over 1.8 million,
surpassing the 1.5 million target set for RP2
• Completed medium voltage Geographic Information System
(GIS) data production for all states in Peninsular Malaysia and Low
Voltage data production in Cheras and Putrajaya/Cyberjaya, as well
as rolling out new functions for GIS.
• Completed installation of replacement LED street lights at all 41
approved cities, as well as 25,000 units through the Lampu Jalan
Kampung programme.
• Obtained SIRIM ISO certifications for Distribution Network, ISO
45001:2018 (Occupational Health and Safety Standard) and ISO
55001:2014 (Asset Management).
Non-Power Assets • Connected a total of 174,341 premises in the states of Melaka, Perak, • Explore options to further electrify TNB’s vehicle fleet in
• 11.23 million sq ft Kedah, Penang, Selangor, Kuala Lumpur and Johor to the Jalinan line with our low-carbon mobility aspirations.
of office and Digital Negara (JENDELA) national high-speed broadband project. • Meet JENDELA target of hooking up an additional
operational work • Signed three Memoranda of Understanding with Sime Motors, 32,374 premises in Johor and 1,780 premises in Penang.
space (Total of 5,696 SOCAR and DHL, to collaborate together on promoting electric • Explore the development of EV fast charging station
premises) vehicle (EV) adoption and developing EV infrastructure. infrastructure along PLUS highways.
• 21,556.74 km of fibre • Completed the digitisation of 14,603 parcels of TNB lands to improve
optic network effectiveness of regulatory & compliance management.
• 4,878 vehicles
MANUFACTURED CAPITAL
2021 Highlights
EQUIVALENT AVAILABILITY FACTOR (For all majority-owned plants) Peninsular Malaysia Sabah International
EQUIVALENT UNPLANNED OUTAGE FACTOR (For all majority-owned plants) Peninsular Malaysia Sabah International
20.05
14.36
11.86
7.97 7.85
6.65
5.50
3.49
1.82
Pages 32 - 55
NATURAL CAPITAL
TNB is focused on minimising its environmental footprint given the increasing relevance and severity of global issues related to pollution and climate
change, and in order to protect our country’s natural biodiversity.
Protect natural • Developed a Sustainable Catchment Management Community • Deliver on commitments to the indigenous Orang Asli
heritage through for the Sg. Perak Hydro Scheme with the Orang Asli (Jahai Tribe) communities in Nenggiri, Kelantan via socioeconomic
biodiversity- at Kg. Sungai Tiang, Royal Belum National Park. The scheme initiatives, e.g., by electrifying and improving connectivity
enhancing aims to protect and conserve fish species, sustain fish resources in their villages.
programmes and enhance the livelihood of the local community through the • Develop the appropriate compensation and provide
development of conservation eco-tourism. assistance to Orang Asli communities who will be impacted
by the Nenggiri project, i.e. the 1,115 Orang Asli from 257
families currently residing in Pos Tohoi, Pos Pulat and
Kampung Kuala Wias who will be relocated to two new sites
in Kuala Yai and Ladang Sungai Terah.
Protect the • Several TNB divisions, including TNB Power Generation Sdn. Bhd. • Introduce a new module for scheduled waste management
environment received the ISO14001:2015 certification in 2021. The certification in our online eHSE system.
through proper provides validation to the divisions that their Environmental
effluents and waste Management System meets internationally agreed standards
management and controls their environmental issues in a holistic manner.
• TNB’s Environmental Policy was reviewed and endorsed by
our President/Chief Executive Officer in July 2021 to reflect the
changes in environmental management requirements and
emerging issues.
• Issued our Polychlorinated Biphenyls (PCB) Management
Guidelines in 2021 with the aim of phasing out PCB usage
in transformers by 2025 as part of our efforts to reduce our
environmental impact.
Adoption of • Greenhouse gases (GHG) emissions intensity moderated • Conduct research on climate risk, and mitigation &
sustainable slightly to 0.55 compared to 0.57 in FY2020. Total GHG emissions adaptation measures for thermal and hydro power plants
business practices mitigation increased substantially to 7.96 million tCO2e from in line with the aim of reducing our GHG emissions and
across our value 5.99 million tCO2e as a result of low-carbon generation, RE, EE further enhancing sustainability related strategy.
chain solutions and tree planting programme. • Develop a sustainability framework for TNB Power
• 8,622.07GWh of clean energy generated through TNB's hydro Generation Sdn. Bhd. to mitigate its material impact
and non-carbon generation facilities, representing a significant and develop a more focused roadmap addressing the
increase from the 4,821GWh of clean energy generated in FY2020. generating company’s sustainability issues.
• Grid Division adopted a Green Code of Conduct (GGCC) to
focus on GHG reduction, deforestation control and pollutant
management initiatives.
• Distribution Network adopted various ESG measures in 2021 and
enhanced their effort to factor in climate change risks to their
operational assets through the utilisation of Flood Analysis &
Risk Assessments.
Contributing to a • Increased total renewable energy (RE) generation capacity from • Focus on expanding our RE footprint while reducing our
low-carbon world solar, wind, hydro and mini-hydro to 3,428.4MW carbon footprint through initiatives guided by Reimagining
• Secured closed sales of 40MWp behind-the-meter solar TNB and SP2050.
photovoltaic (solar PV), bring the total amount to 116MWp in • Accelerate development and adoption of TNB’s Ways of
FY2021. Working Sustainably (WoWS), which is a major component
• Accelerated the take up of the Net Energy Metering (NEM) 3.0 of SP2050. WoWS emphasises the need for TNB to transition
Programme and recorded the following sales numbers: towards a more sustainable work culture through five
- NEM NOVA - 231 commercial and industrial customers areas: Green Office Practices, Culture and Values, Improving
- NEM RAKYAT - 2,121 residential customers Operations and Fleet Management, Energy Efficiency, and
- NEM GOMEN - 12 government buildings Natural Resource Consumption.
NATURAL CAPITAL
2021 Highlights
TNB’S GHG EMISSIONS TOTAL WATER CONSUMPTION ACROSS ALL TNB OPERATIONS
30 6,000
0.57
0.56
25
0.56
0.55 20
0.54 4,000
15
10
0.52
5 2,000
0.50 0
FY2019 FY2020 FY2021
0
FY2019 FY2020 FY2021
* Data updated after third party verification.
7.96
million tCO2e
OF GHG
EMISSIONS
MITIGATED
IN 2021
Pages 32 - 55
INTELLECTUAL CAPITAL
TNB’s efforts to effect the energy transition, future-proof our business and attain greater sustainability requires the further development of intellectual
capital to support our operational and technology needs.
Investments into • Invested RM93.2 million into research and development (R&D) in 2021 to • Allocate around RM150
new technology for develop new technologies and R&D programmes, including: million to fund R&D into new
the energy sector - Carbon Capture and Utilisation R&D programme to develop solutions that emerging technologies that
can capture CO2 emissions from power plants and convert it into value- support our current business
added products and future business areas
- Sustainable CO2 Utilisation System Using Renewable Energy Technology including Decarbonisation,
(CURE) to capture CO2 from flue gas streams Renewable Energy, Energy
- Development of hydro turbine online efficiency monitoring using vent Storage, Electric Mobility,
shaft flow measurement method Smart Cities and Digitalisation.
- Development of a Smart Grid Demonstration Portal that supports Virtual
Energy Manager applications using cloud-computing and Internet-of-
Things (IoT) technologies to be used in Melaka
• Established the TNB Technology Council to streamline and better manage the
Group’s R&D efforts, including managing and monitoring the funding for R&D.
Innovations • Launched seven key corporate digital initiatives, including: • Expanding the scope
to optimise - Established a Center of Excellence for Application Programming Interface and depth of the seven
operations, enhance (API) key digital and and data
asset management - Deployed 16 Robotic Process Automation (RPA) to efficiently execute digital analytics initiatives across the
and reduce costs organisation
routine tasks, such as purchase order transactions, etc.
- Leveraged data analytics for various applications, e.g., load profile analysis - Leverage data analytics
- Established a holistic telecommunication strategy framework for more applications
- Continuous improvement of TNB's cybersecurity posture, resulting in zero across TNB's value chain,
disruption to supply and operations caused by cyber attacks such as underground
cable prediction for our
- Established a robust and secure cloud architecture to prepare for migration
Distribution Network
to cloud platforms
- Develop an enterprise
- Published Enterprise Data Governance guidelines to strengthen TNB's data
employee application to
governance
support WoWL
• Facilitated increased enterprise use of remote working tools in response to
disruptions caused by the pandemic. This is guided by WoWL and includes
the deployment of technology tools such as Virtual Private Networking tools,
Tenaga App Space and collaboration platforms, e.g. Cisco Webex, TNB MyCloud
and Enterprise Content Management. For 2021 Cisco Webex usage, there was a
429% increased in Webex sessions and 399% in Webex attendees as compared
to 2020.
Investments • Made good progress in the TNBR-Korean Consortium Virtual Power Plant (VPP) • Exploring other possible
into potential joint research programme, which started in 2018. The programme explores collaborations with parties
business models the VPP software technology platform and application, and its associated including the Government,
and technology to business model via the demonstration of aggregated Energy Storage System car manufacturers, fleet
create new revenue companies and highway
(ESS) functions. The project also explores joint Engineering, Procurement,
sources operators to strengthen
Construction and Commissioning (EPCC) development between TNB and the
Korean Consortium to optimise ESS and VPP business models. Malaysia’s EV ecosystem.
• Established a Program Management Office to drive the delivery of TNB’s • Explore new business models
EV strategy, which involves working with strategic partners to establish EV for energy storage solutions.
infrastructure across the country.
INTELLECTUAL CAPITAL
2021 Highlights
R&D INVESTMENT
BREAKDOWN OF R&D PROJECTS BY RESEARCH AREA
(RM MILLION)
14.00%
2016 105.7 21.95%
Digitalisation
2017 117.4
7.92%
RE technology
and sustainability
2018 117.4 Energy
2021 Infrastructure
Others
2020 98.8
Pages 32 - 55
HUMAN CAPITAL
Our people are key enablers in all of TNB’s value creation activities, and we place great emphasis on recruiting, retaining and developing them. We also
seek to create a safe and empowering work environment that enables them to realise their potential.
Implementing • Planned and executed 19 collective outcomes driven by Seven Cluster • In 2022, we will continue our efforts to build
initiatives under Champions and 19 Squads under our People Catalyst initiative focusing existing human resource (HR) workforce
on addressing seven areas: community capabilities via HR Academy, HR
TNB's Five-year HR - HR Capability & Workforce Strategy, Learning Journey and Coaching & Mentoring
Blueprint - Digital & Data Analytics, initiatives.
(2020-2025) - Culture & Change Management, • We will also continue to anchor on Phase 2 of our
- People Performance Excellence, HR Blueprint, which is focused on the theme of
- Learning & Development, Driving Excellence and Catalysing Growth. This
- Talent Management, and phase will see the deployment of HR targeted
- People Mobility. strategies and intervention to grow a sustainable
• In 2021, the average progress of the 19 collective outcomes came in at 70%. mindset, build commercial and business acumen,
• Introduced an Agile Management Model to foster greater cross- develop a lean and agile organisation, and effect
collaboration across functions while maximising resource utilisation. differentiated and outcome-based performance.
Towards • Continue to deliver culture initiatives in the following areas: • Define and drive overall culture alignment in TNB.
Reimagining - Leadership Role Modelling • Reinvent the Performance Management System
- Communication & Engagement to reshape and reinforce workforce behaviour
Culture - Developing Talent and Skills change.
Response • Implemented protocols to monitor employees who tested positive for • Adjust policies and procedures in accordance with
to COVID-19 COVID-19. government position and standard operating
• Personal protective equipment were made available to TNB employees, procedures as the COVID-19 pandemic transitions
pandemic with priority given to frontliners. to the endemic phase.
• Implemented work-from-home arrangements, where applicable.
• Provided counselling services for employees facing mental health
challenges and personal struggles.
• Established and launched the Employee Self Health Declaration portal to
monitor our people’s well- being.
• Established TNB Covid Vaccine Management Task Force in June 2021 as the
coordinating committee to support the implementation of the COVID-19
immunisation programme for TNB employees nationwide.
• 99% of TNB employees fully vaccinated by the end of December 2021.
• Established the Tabung Warga TNB Prihatin (TWTP) fund which collected a
total of RM4,036,675 for rakyat affected by the pandemic and the floods.
HR Digitalisation • Rolled out the HR Governance eLearning Module to all of TNB’s people- • Strengthen digital workforce capabilities and HR
related operating divisions. infrastructure to facilitate TNB's digital adoption
• Increased EDG Data Maturity Assessment Score to 3.2 from 2.9 in 2020. journey.
• Incorporate more digital learning solutions in
TNB Integrated Learning Solutions Sdn Bhd and
Universiti Tenaga Nasional.
Creation of Safety • Improved our HSE Culture level with respect to the Safety Culture Ladder • Continue to enhance Health and Safety
Culture and Safety Culture Assessment (SCA) score, by raising our score to 4.02 procedures and measures to reduce fatalities and
from 3.80 in FY2019. accidents.
• Conducted 12 Safety Cultures Values Activation & Spiritual Hour sessions
online to inculcate safety values in our employees.
• Initiated group-based HSE recognition platforms i.e NDRS League
and Best Safety Health Committee to motivate high HSE performance
amongst TNB divisions, departments and subsidiaries.
HUMAN CAPITAL
Employee Health • Conducted 146 engagement sessions under our Total Wellness Programme. • Enhance employee usage of TNB's BookDoc
and Wellness • Won first place for the Most Active Employer - Ruby Category in the Activ@ app by establishing group-wide employee
Work Challenge organised by Pertubuhan Keselamatan Sosial (PERKESO). wellness challenges through the app.
• Provide health education to employees
through the Health Talk webinar series
- Conduct basic health screening for TNB
employees at various TNB stations
- Launch the MQuit Smoking (Stop
Smoking Program) for TNB employees in
collaboration with The Ministry of Health
Training and • Received Bronze for Best Organisational Upskilling & Reskilling at the Employee • Enhance learning and development
Development Experience Awards 2021 and selected as winner for the Above 1,000 Employees framework and the competency model
category at the LinkedIn Talents Award 2021. framework for TNB staff.
• Invested RM65.53 million into our employees’ learning and development, with total • Enhance digitally-enabled learning to make
training hours for the year coming up to 639,040 training hours. delivery of training more efficient and
• Collaborated with ILSAS to develop subject matter experts in TNB’s core accessible.
business areas through Division Academies.
• Enrolled 918 staff in upskilling and reskilling programmes in 2021.
• FY2021, TNB invested RM9,842,820.76 to provide employment opportunities
to 4,760 individuals and train 2,576 individuals under the Reskilling Malaysia
Programme. Since the inception of this programme in October 2020, TNB has
cumulatively invested RM10,723,220.76 to provide employment opportunities
to 5,202 individuals and trained 3,018 individuals.
2021 Highlights
15,981 14,398
5,087
4,546 3,737
2,815
918 1,540 1,293 1,487 1,554
247 69 13 1 323 733 104
Non-Executives Executives Engineer/ Senior Jawatankuasa Gen Z Millennials Gen X Baby Boomers
Technical roles Management Eksekutif
Kumpulan
100
2.14 90
LTIF by business 80
89% 89% 85%
activities 70
1.42 Generation – 0.54 60
1.29
50
1.03 Grid – 0.69
40
Distribution – 0.62 30
Retail – 4.25 20
10
0
2018 2019 2020 2021 2019 2020 2021
Pages 32 - 55
TNB values all our many stakeholders and conducts regular engagements with them to better understand their needs and build meaningful relationships
of trust.
Provide the investment • Conducted quarterly analyst briefings and one-on-one/group • Continue to proactively engage the
community with clear, engagements numbering 612 sessions with members of the investment investment community to address any areas
transparent and holistic fraternity of interests with regards to the Group’s
picture of the Group’s performance and strategy moving forward.
performance and prospects
Maintain harmonious • Several engagement sessions were carried out between Management • Continue to maintain good industrial
relationship with employee and the Unions/Associations in the year 2021 to solicit their input and relations climate in the Company with
Unions/Associations understand their concerns prior to key management decisions: harmonious relationship between
and engage leaders in 1. Formulation of policy on Prohibition of Working Under the Management and Employees
syndications, meetings/ Influence of Alcohol and Drugs.
discussions and information 2. Terms and conditions for the absorption of contract employees
sharing into permanent employment.
3. TNB Sustainability Pathway 2050.
4. Terms and conditions on flexible working arrangement under
Tenaga Way of Working (WoWL).
5. Relocation of employees to Platinum Building.
6. Establishment of Warga TNB Prihatin Fund.
Customers
Forge meaningful • Delivered Digital Billing and new Bill Redesign solution to customers in • Incubate and scale innovative digital
relationships via increased Melaka to encourage customers to go paperless and view bills anytime solutions to accelerate digital customer
focus towards customer’s anywhere via myTNB. experience and business values.
choice and literacy, quality • Introduced Energy Budget feature in myTNB for selected customers to
customer service, innovative notify them when their energy usage nears or exceeds their monthly
solutions and effective budget.
communication and • Developed the Malaysia Energy Literacy Programme (MELP) to educate
engagement Malaysians on energy issues, such as energy efficiency, sustainability
and climate change.
• Upgraded physical and digital infrastructure of our Kedai Tenaga to
improve customer service.
• Total customer satisfaction index increased to 8.7 in 2021 from 8.5 in the
previous year.
We support local businesses • 97.9% of net total procurement spend was on local vendors or • Develop a transparent connecting platform
when and where possible to contractors. to build relationships between vendors and
spur the local economy • 22% increase in net total procurement spend on Bumiputera vendors purchasers and real-time triggering vendor
as compared against the previous year. performance status to receive immediate
• Conducted vendor initiatives aimed at improving visibility of vendor updates on vendor performance.
performance scores, develop local content framework, promote high- • Develop Corporate Strategy for Relationship
performing vendors, inculcate a safety culture and improve data Framework to sustain vendor relationships.
management of 3,000 active vendors. • Build supplier incentive mechanism system
framework.
Ensure Malaysians in rural • Electrified 30 villages via the Rural Electrification Programme. • As part of TNB SP2050, TNB has set a target
and remote areas have • Completed Phase 10 of the Village Street Lighting Programme with to channel 1% of its profit after tax towards
access to electricity 29,487 street lights installed in 2021. environmental and community-related
• Contributed RM2 million to the National Food Basket Programme in programs.
Contribute to higher collaboration with Yayasan Kebajikan Negara. • Continue to look for opportunities to give
standard of living by • Contributed RM3.05 million and provided 144 new and refurbished back to the communities that we are serving.
ensuring Malaysians have homes to less fortunate Malaysians under TNB’s Home for the Needy
proper homes to live in Programme.
• Allocated RM1.56 million for our Better Brighter Shelter Programme,
Uplift marginalised which provides accommodations for family members of patients from
communities through rural areas who have travelled to cities in search of medical treatment.
education • Awarded RM6.81 million in education funding to 1,768 recipients to
further develop their education at Universiti Tenaga Nasional.
• In FY2021, Yayasan Tenaga Nasional provided a total of RM119.2 million
to 8,271 recipients through financial aid for scholarship, convertible
loan and My Brighter Future programme.
• Contributed RM3 million in clothing and school bags to students
under Ceria ke Sekolah Programme.
• Contributed RM5 million benefitting 3,253 students from 40 schools
throughout Malaysia under the Government’s CERDIK initiative.
• Contributed RM315,000 to 11 schools adopted under the PINTAR
School adoption programme.
2021 Highlights
OUR
SOCIAL CIRCLE
TNB Twitter
30,274 followers
TNB Instagram
50,892 followers
406,308 followers
TNB YouTube
77,000 subscribers
TNB LinkedIn
232,032 followers
04
CREATING VALUE
THROUGH STRONG
GOVERNANCE
58 Our Board at a Glance
59 Board of Directors’ Profile
72 Company Secretary’s Profile
73 Senior Management Profile
81 Organisational Structure
82 Chairman’s Introduction to
Corporate Governance
84 Principle A:
Board Leadership and Effectiveness
98 Principle B:
Effective Audit and Risk Management
108 Principle C:
Integrity in Corporate Reporting and
Meaningful Relationship with Stakeholders
118 Statement on Risk Management and
Internal Control
125 Additional Compliance Information
About This Report We Are TNB From Our Leadership Creating Continued Value
Leadership
Skills And
Experience
Matrix:
Our Directors have vast experience and 4 1 3 4
diverse skills, enabling the Board to provide
informed counsel, rigorous oversight and
critical analyses in leading integrated thinking
in the Group.
LEGAL OTHERS
33%
4 8
Independent
Non-Executive
Gender
Directors
Diversity
3
Non-Independent
8
Non-Executive
Directors 7
67% (including 50 - 60
Chairman) years old
BOARD
Male Female
COMPOSITION
1
Non-Independent
Executive
Director AGE
Board Committees DIVERSITY
Chairman of Respective Committee
1 to 3
60 years old
1
T Board Tender Committee years Below
50 years old
Board Nomination and Remuneration
NR Committee
Other Directorship(s):
Malaysian / 58 / Male • Master of Business Administration - joint MBA programme between Universiti Tenaga Nasional,
Malaysia and Bond University, Australia
Date of Appointment: • Bachelor of Science (Electrical Engineering), Syracuse University, New York, United States of America
• Certified Professional Engineer of Board of Engineers (BEM), Malaysia
1 March 2021
• Member of Institution of Engineers, Malaysia
• Qualified Competent Engineer (up to 33kV)
Year(s) of Directorship:
• Qualified Service Engineer (up to 33kV)
One (1) year
Skills, Experience and Expertise:
Date of Last Re-Election:
• President/Chief Executive Officer, TNB (2021 - Present)
10 May 2021 • Chief Distribution Network Officer, TNB (2018 - 2021)
• Vice President (Distribution), TNB (2012 - 2018)
Board Committee(s): • Senior General Manager (Customer Service & Metering), Distribution Division, TNB (2011 - 2012)
Attends Board Committees’ Meetings • Managing Director, Sabah Electricity Sdn. Bhd. (2007 - 2011)
• Seconded to the Ministry of Energy, Green Technology and Water (KeTTHA), for two (2) and a half
(By Invitation)
years, where he served as the Deputy Director for the Electrical Inspectorate Department in Sabah.
He then became the Director for the Electrical Inspectorate Department in Pahang
Board meetings attended in the
Financial Year: • Built his career in TNB during which he had served in various engineering and managerial positions
within the Company, including Business Development, Network Maintenance, Network Planning,
Construction Services, Metering Service and Engineering Services
17 / 17 (since appointment date)
Other Directorship(s):
One (1) year • Secretary General of Treasury, Ministry of Finance (2020 - Present)
• Prior to his current position, he had served in various capacities within Ministry of Finance:
Date of Last Re-Election: - Deputy Secretary General (Policy) (2019 - 2020)
- Deputy Secretary General (Investment) (2018 - 2019)
10 May 2021 - Under-Secretary, Government Investment Companies Division (2015 - 2018)
- Deputy Secretary, Government Investment Companies Division (2012 - 2015)
Board Committee(s): - Senior Assistant Secretary (2006 - 2012)
• Assistant Director, Anti-Corruption Agency (1998 - 2005)
T NR L
• Assistant Director, Economic Planning Unit, Prime Minister’s Department (1994 - 1998)
13 / 20
Other Directorship(s):
Malaysian / 47 / Male • Bachelor of Science in Commerce (Majoring in Accounting and Finance), the McIntire School of
Commerce, University of Virginia, Charlottesville, United States of America
Date of Appointment: • Attended executive/professional courses at Harvard Business School and London Business School
22 June 2017
Skills, Experience and Expertise:
Year(s) of Directorship:
• Executive Director, Investments, Head Energy, Iskandar, Leisure & Tourism, Khazanah Nasional
Four (4) years Berhad (2022 - Present)
• Executive Director, Head, Energy & Infrastructure, Khazanah Nasional Berhad (2020 - 2021)
Date of Last Re-Election: • Executive Director, Investments, Khazanah Nasional Berhad (2018 - 2020)
• Director, Investments, Khazanah Nasional Berhad (2013 - 2018)
30 June 2020 • Senior Vice President, Investments (Property/Healthcare), Khazanah Nasional Berhad (2011 - 2013)
• Investment Manager, Ethos Capital Sdn. Bhd. (2009 - 2011)
Board Committee(s): • Principal Consultant/Advisor, Nusa Capital Sdn. Bhd. (2006 - 2009)
• Director, Juwana Group of Companies (2005 - 2006)
F NR L I
• Senior Vice President, Namirah Ventures Pte. Ltd. (2000 - 2005)
• Analyst, Equities Investment, Petroliam Nasional Berhad (PETRONAS) (1998 - 2000)
Board meetings attended in the • Corporate Finance Executive, Group Finance Division, PETRONAS (1997 - 1998)
Financial Year:
19 / 20
Other Directorship(s):
JUNIWATI
RAHMAT HUSSIN
Independent Non-Executive Director
Malaysian / 63 / Female • Bachelor of Science (Hons.) in Chemistry, University of Kent, Canterbury, United Kingdom
• Certificate in International Management, GE
Date of Appointment: • Attended the INSEAD Senior Management Development Programme and Advanced Management
Programme
1 June 2017
• Attended the HENLEY Business School Advanced Management Programme, United Kingdom
Year(s) of Directorship:
Skills, Experience and Expertise:
Four (4) years
• Vice President & Venture Director, Pengerang Integrated Complex and Chief Executive Officer,
Date of Last Re-Election: PETRONAS Refinery and Petrochemical Corporation Sdn. Bhd. (2013 - 2016)
• Vice President, Human Resource Management Division, PETRONAS (2010 - 2012)
10 May 2021 • Vice President, Education Division, PETRONAS (2009 - 2010)
• Chief Executive Officer, Malaysian Philharmonic Orchestra & Dewan Filharmonik PETRONAS (2005 -
Board Committee(s): 2009)
• General Manager (Marketing & Trading-Chemicals), MITCO Sdn. Bhd. (2003 - 2005)
A T R I
• Senior Manager (Marketing & Trading-Chemicals), MITCO Sdn. Bhd. (2001 - 2003)
• Manager, Human Resource Management, PETRONAS (1997 - 2001)
Board meetings attended in the • Manager, Petrochemicals Business Planning Unit, Petrochemical Division and Manager, Business
Financial Year: Evaluation Department, Corporate Planning Division, PETRONAS (1994 - 1997)
• Executive (Analyst), Refining & Marketing Planning Unit, PETRONAS (1991 - 1994)
• Executive (Refinery), PETRONAS Penapisan (Melaka) Sdn. Bhd. (1991)
19 / 20
• Production Planner (Refinery), PETRONAS Penapisan (Terengganu) Sdn. Bhd. (1988 - 1990)
• Chemist, Process Engineering & Technical, PETRONAS Penapisan (Terengganu) Sdn. Bhd. (1982 - 1987)
• Chemist, Laboratory Services, PETRONAS (1981 - 1982)
• Throughout her career, she has a wide range of hands-on experience in Refinery Operations, Project
Management, Corporate Planning, Human Resource and Marketing & Trading
Other Directorship(s):
GOPALA KRISHNAN
K.SUNDARAM
Independent Non-Executive Director
• Partner, Abdullah Chan & Co., Advocates & Solicitors (2012 - Present)
Year(s) of Directorship:
• Consultant, Asian Development Bank (2018 - 2021)
Three (3) years • Leading adviser on the Financial Services Act 2013 and Islamic Financial Services Act 2013
• Independent International Consultant, World Bank (2017 - 2018)
Date of Last Re-Election: • Director, Kuwait Finance House (Malaysia) Berhad (2012 - 2016)
• Held various positions in Bank Negara Malaysia (Central Bank of Malaysia) (1982 - 2012):
10 May 2021 - Project Advisor (2011 - 2012)
- Assistant Governor (2006 - 2011)
Board Committee(s): - Assistant Manager/Deputy Director/Director, Legal Department (1990 - 2006)
- Senior Executive/Assistant Manager, Secretary’s Department (1985 - 1990)
A F R
- Senior Executive, Banking Department (1982 - 1985)
20 / 20
Other Directorship(s):
ONG AI LIN
Independent Non-Executive Director
Malaysian / 66 / Female • Bachelor of Arts (Hons.) in Economics, University of Leeds, United Kingdom
• Associate of Institute of Chartered Accountants in England and Wales (ICAEW)
Date of Appointment: • Member of Malaysian Institute of Accountants (MIA)
• Member of SIRIM ISO Technical Committee on Information Security
1 August 2018
• Past President of Information Systems Audit & Control Association (ISACA), Malaysia
Year(s) of Directorship:
Skills, Experience and Expertise:
Three (3) years
• Held various positions in PricewaterhouseCoopers Malaysia:
Date of Last Re-Election: - Partner/Senior Executive Director (1993 - 2016)
- Senior Manager (1991 - 1992)
14 May 2019 • Kassim Chan & Co. (DH&S Malaysia) and DH&S Singapore (1986 - 1991)
• Deloitte Haskins & Sells (DH&S), London, United Kingdom (1978 - 1986)
Board Committee(s):
R A I
20 / 20
Other Directorship(s):
DATO’ ROSLINA
BINTI ZAINAL
Independent Non-Executive Director
Malaysian / 59 / Female • Master of Business Administration, University of New England, New South Wales, Australia
• Bachelor of Electrical Engineering, Lakehead University, Canada
Date of Appointment(s):
20 / 20
Other Directorship(s):
One (1) year • Chairman, Panorama Sdn. Bhd. [Subsidiary of Langkawi Development Authority (LADA)] (2017 - 2018)
• Chairman, Keretapi Tanah Melayu Berhad (KTMB), Multi Modal and Freight Sdn. Bhd. (MMF)
Date of Last Re-Election: (Subsidiary of KTMB) and KTM Distribution Sdn. Bhd. (Subsidiary of KTMB) (2014 - 2018)
• Chairman, KTMB MMC Cargo Sdn. Bhd. (JV company of KTMB and MMC Corporation Berhad) (2016
10 May 2021 - 2018)
• Director, LADA (2010 - 2018)
Board Committee(s): • Chairman of Advisory Board, Kolej Komuniti Langkawi (2008 - 2018)
• Member of Parliament (P.004 Langkawi) (2013 - 2018)
I T NR L
• Member of State Assembly (N02 Kuah) (2004 - 2013)
• Kedah State Executive Councillor (N02 Kuah) (Energy, Works, Environment & Tourism) (2004 - 2008)
Board meetings attended in the • Senior Engineer, TNB (1984 - 2004)
Financial Year:
20 / 20
Other Directorship(s):
DATUK RAWISANDRAN
A/L NARAYANAN
Independent Non-Executive Director
Malaysian / 58 / Male • Professional Diploma in Business Management, Asian Management Development Academy PLT,
Malaysia (Oxford Business College, United Kingdom)
Date of Appointment: • Diploma in Business Management, Asian Management Development Academy PLT, Malaysia
(Oxford Business College, United Kingdom)
16 October 2020
One (1) year • Director, National Land Finance Co-Operative Society Limited (2021- Present)
• Director (Business Development), C & S Engineering Management Sdn. Bhd. (2010 - Present)
Date of Last Re-Election: • Secretary of Malaysian Indian Congress (MIC), Selangor (2016 - 2018)
• Senator (2007 - 2010)
10 May 2021 • Member of Kajang Municipal Council (2003 - 2008)
• Member of Sepang District Council (1997 - 2003)
Board Committee(s):
A R L
20 / 20
Other Directorship(s):
DATUK LAU
BENG WEI
Independent Non-Executive Director
Malaysian / 56 / Male • Master in Business Administration (Majoring in International Business), Universiti Putra Malaysia,
Malaysia
Date of Appointment: • Bachelor of Electrical Engineering (Majoring in Electrical Power), Universiti Teknologi Malaysia,
Malaysia
1 December 2021
Less than one (1) year • Director, Synergy Goldtree Sdn. Bhd. (Present)
• Executive Director, Varia Engineering & Services Sdn. Bhd. (1996 - Present)
Board Committee(s): • Chairman, Lembaga Pelesenan Eksais Wilayah Persekutuan Kuala Lumpur, Dewan Bandaraya
Kuala Lumpur (DBKL) (2020 - Present)
A F • City Advisory Board Member, DBKL (2020 - Present)
• Member, Suruhanjaya Syarikat Malaysia (SSM) (2012 - 2014)
• Executive Director, Royce Pharma Holdings Bhd. (2010 - 2020)
Board meetings attended in the
Financial Year: • Director, Focus Dynamic Sdn. Bhd. (2007 - 2010)
• Director, Dream Chorus Sdn. Bhd. (2005 - 2013)
• He started his career in TNB, where he has held various positions within the Company:
1 / 1 (since appointment date) - Regional Head, Transmission Department, TNB (Perak) (2001 - 2003)
- Senior Engineer, Transmission Maintenance, TNB (Kuala Lumpur) (2000 - 2001)
- Regional Head, Transmission Department, TNB (Kelantan & part of Terengganu) (1998 - 2000)
- Primary Equipment Maintenance Engineer, Transmission Maintenance (South 2), TNB
(1995 - 1998)
- Protection Engineer, Meters Protection Department (Southern Region), TNB (Johor)
(1990 - 1999)
Other Directorship(s):
DATO’ MERINA
BINTI ABU TAHIR
Independent Non-Executive Director
Malaysian / 56 / Female • Fellow Member of Association of Chartered Certified Accountants (ACCA), FCCA (UK)
• Member of Malaysian Institute of Certified Public Accountants (MICPA), CPA
Date of Appointment: • Member of Malaysian Institute of Accountants (MIA), CA (M)
• Member of ASEAN Chartered Professional Accountant (ASEAN CPA)
1 February 2022 • Professional Member of Institute of Internal Auditors Malaysia (IIAM), CMIIA
Year(s) of Directorship:
Skills, Experience and Expertise:
Less than one (1) year
• Director, Lembaga Tabung Haji Property Holdings Ltd Group of Companies (2020 - 2021)
Board Committee(s): • Chief Financial Officer, Lembaga Tabung Haji (2020 - 2021)
• Malaysia Airlines Berhad/Malaysian Airline System Berhad:
A F NR - Chief Internal Auditor (2011 - 2014, 2015 - 2020)
- Director, Corporate Services (2014 - 2015)
- Senior Vice President, Commercial Office (2011)
Board meetings attended in the
- Regional Senior Vice President, Middle East, Africa & South America (MEASA) (2008 - 2011)
Financial Year:
- General Manager, Finance Support Services (2004 - 2007)
NA • Head, Group Finance, IT & Property, Amanah Capital Partners Berhad (1997 - 2004)
• Sime Darby Berhad:
- Business Development Manager (1996 - 1997)
- Finance & Administration Manager, Sime Darby Travel Sdn. Bhd. & Sime Holidays Sdn. Bhd.
(1994 - 1996)
- Assistant Audit Manager (1991 - 1993)
• Audit Semi-Senior, Messrs Price Waterhouse (now known as Messrs PricewaterhouseCoopers) (1991)
Other Directorship(s):
FAISAL @
PISAL BIN ABDUL GHANI
*Alternate Director to Datuk Seri Asri bin Hamidin @ Hamidon
Malaysian / 43 / Male • Masters in Public Administration, University of Alabama, United States of America
• Bachelor of Business Administration (Finance), Universiti Tenaga Nasional, Malaysia
Date of Appointment: • Diploma in Public Administration, National Institute of Public Administration, Malaysia
1 March 2022
Skills, Experience and Expertise:
Year(s) of Directorship:
• Senior Private Secretary, Office of Secretary General of Treasury, Ministry of Finance (2021 - Present)
Less than one (1) year • Advisor, World Bank South East Asia Group (2019 - 2021)
• Principal Assistant Secretary, Office of Secretary General of Treasury, Ministry of Finance (2018)
Board Committee(s): • Senior Assistant Secretary, Government Investment MOF Inc. and Privatisation Division, Ministry of
Finance (2007 - 2015)
Nil • Assistant Secretary, MOF Inc. Company Coordination Government Investment Companies Division,
Privatisation and Public Enterprises, Ministry of Finance (2004 - 2007)
Board meetings attended in the
Financial Year:
N/A
Other Directorship(s):
Malaysian / 58 / Female • 32 years of vast experience within TNB where she had served in various positions specifically in
legal services, tender & contract management and regulatory management
Date of Appointment: • Deputy Company Secretary and Joint Company Secretary, TNB (2011 - 2012)
• Head of Tender Management Unit, Procurement Division, TNB (2006 - 2011)
31 May 2012
• Manager of Licensing and Compliance Unit, Corporate Communications Department, TNB
(2003 - 2006)
Academic/Professional Qualification(s):
• Manager of Contract Management, Procurement Division, TNB (2002 - 2003)
• Legal Executive in Legal Services Department, Company Secretary’s Office, TNB (1990 - 2001)
• Master of Laws, Universiti Malaya,
Malaysia
• Advanced Diploma in Law, (Institut
Teknologi MARA), (now Universiti
Teknologi MARA), Malaysia
Other Directorship(s):
• Diploma in Law, (Institut Teknologi
MARA), (now Universiti Teknologi Listed Issuer: Public Company:
MARA), Malaysia • Nil • Nil
Additional Information:
Other than traffic offences, any conviction for offences within the past five (5) years and
any public sanction or penalty imposed by the relevant regulatory bodies during the
Financial Year under review:
• Nil
Qualification(s):
• Master of Business Administration – joint MBA programme between Universiti Tenaga Nasional, Malaysia and
Bond University, Australia
• Bachelor of Science (Electrical Engineering), Syracuse University, New York, United States of America
• Certified Professional Engineer of the Board of Engineers (BEM), Malaysia
• Member of Institution of Engineers, Malaysia
• Qualified Competent Engineer (Up to 33kV)
• Qualified Service Engineer (Up to 33kV)
Working Experience:
• Datuk Ir. Baharin bin Din built his career in TNB serving in various engineering and managerial positions
within the Company, including Business Development, Network Maintenance, Network Planning, Construction
Services, Metering Service and Engineering Services.
• He was seconded to the Ministry of Energy, Green Technology and Water (KeTTHA), for two (2) and a half years,
Nationality / Age / Gender:
where he served as the Deputy Director for the Electrical Inspectorate Department in Sabah. He then became
Malaysian / 58 / Male the Director for the Electrical Inspectorate Department in Pahang.
• He was the Managing Director of Sabah Electricity Sdn. Bhd. from 2007 to 2011, and was promoted to Senior
General Manager (Customer Service & Metering) of TNB in December 2011.
Date of Appointment:
• Datuk Ir. Baharin was made Vice President, Distribution, in January 2012 until July 2018, and was re-designated
1 March 2021 as Chief Distribution Network Officer from 1 August 2018.
• He was appointed as President/Chief Executive Officer of TNB on 1 March 2021.
Management Committee(s):
Directorships In Public Companies and Listed Issuers:
GEMC GPC GMTC COMPEC IEC
• Nil
Qualification(s):
Working Experience:
• Dato’ Nor Azman bin Mufti has served for 42 years in TNB, holding various positions in Generation Division
portfolios namely Managing Director of TNB REMACO Sdn. Bhd. and Vice President of Energy Ventures Division.
• Prior to the current appointment, he was the Chief Power Generation Officer of Power Generation Division, TNB.
• As the Managing Director of TNB Power Generation Sdn. Bhd., he is responsible for leading and driving GenCo
towards new growth, increased efficiencies, business synergies and greater business development.
Date of Appointment:
1 October 2020
Management Committee(s):
Qualification(s):
Working Experience:
• Datuk Ir. Husaini bin Husin has served for more than 36 years in TNB, holding various positions in Transmission
Division, now known as Grid Division.
• As the Chief Grid Officer of Grid Division, he is responsible for the overall performance of TNB’s transmission
business, which focuses on transporting electricity, managing the division’s assets as well as operating and
maintaining transmission network.
Date of Appointment:
1 February 2019
Management Committee(s):
Qualification(s):
Working Experience:
• Wan Nazmy’s career in TNB at various engineering and managerial positions began in 1985. These positions
include, Assistant Engineer, Assistant District Engineer, District Manager, Principal Engineer, General Manager
and Senior General Manager. The various scopes that he has served include Business Development, Network
Maintenance and Planning, Construction Services, Engineering Services, Distribution Network Operations and
Asset Management.
• He was appointed to lead TNB’s Business Global Solutions Division as the Chief Global Business Solutions, prior
to his current appointment as the Chief Distribution Network Officer (CDNO).
• Wan Nazmy aspires to take Distribution Network Division to a greater height in its business and operational
Nationality / Age / Gender:
performance.
Malaysian / 58 / Male • Additionally, aligning with the national agenda of net zero by 2050, for a more sustainable nation, Wan Nazmy
is also committed to spearheading Distribution Network towards supporting this agenda by materialising the
Division’s target for Smart Utility 2025.
Date of Appointment:
• Nil
Management Committee(s):
Qualification(s):
Working Experience:
• Datuk Ir. Megat Jalaluddin bin Megat Hassan has served in various positions in TNB.
• Prior to this current position, Datuk Ir. Megat served as the Chief Strategic Officer for six (6) years where he
spearheaded corporate and business transformation for the organisation.
• As the Chief Retail Officer of Retail Division in TNB, he is responsible for delivering the aspirational vision for TNB
as a leading retail company of the future.
Nationality / Age / Gender: • Among his main tasks are to enable growth of TNB’s new retail business covering both core business on the kWh
and new products and services beyond energy and to deliver quality customer experience by expanding TNB
Malaysian / 56 / Male
digital services.
Date of Appointment:
Directorships In Public Companies and Listed Issuers:
1 August 2018
• Nil
Management Committee(s):
Qualification(s):
Working Experience:
• Prior to joining TNB, Nazmi bin Othman served in various positions in other companies such as Island & Peninsular
Berhad and MRCB as the Financial Controller of Port Dickson Power Sdn. Bhd., an Independent Power Producer.
• In 1998, he joined TNB and served in various positions before becoming the Chief Investment Management Officer
in 2014.
• He was appointed as Chief Financial Officer, Group Finance with effect from 1 August 2018. Some of his tasks include
monitoring financial related activities, and advising the CEO and the Board of Directors on key financial decisions.
Nationality / Age / Gender:
• He leads Group Finance as an active strategic financial partner in driving TNB’s business aspirations, and achieving
Malaysian / 58 / Male the Group's objectives. Besides this, he also ensures continuous improvement and review on key financial areas such
as finance policies & procedures, system efficiency & processes, strategic financial risks and staff competency.
Date of Appointment:
Directorships In Public Companies and Listed Issuers:
1 August 2018
• Nil
Management Committee(s):
Qualification(s):
Working Experience:
• Datuk Wira Roslan Ab Rahman joined TNB in 1980 and held various positions within TNB Distributions at
district level in Peninsular Malaysia.
• He also led the company’s Corporate Services from 2012 to 2020.
• He is currently the Country Coordinator for the Heads of ASEAN Power Utilities/Authorities (HAPUA).
• His latest role will focus on TNB’s immediate regulatory objectives and managing our stakeholders towards
effective outcomes for our customers.
Date of Appointment:
1 January 2021
Management Committee(s):
GEMC GPC
Qualification(s):
Working Experience:
• Datuk Fazlur Rahman served for four (4) years in public accounting practices with three (3) years in
PricewaterhouseCoopers Malaysia, Kuala Lumpur, as a Tax Consultant.
• He later served in Shell Malaysia for a decade in various capacities within the corporate and financial management
functions of the company starting from 1995.
• He joined Telekom Malaysia Berhad in 2005 and served in several senior roles with the last position as Vice
President – Business Development. He became the Chief Financial Officer of Naza Group in 2010.
• He was appointed TNB’s Chief Financial Officer/Vice President, Group Finance in July 2012, where he served for six (6) years.
• Datuk Fazlur was appointed as Chief Strategy & Regulatory Officer with effect from 1 August 2018.
Nationality / Age / Gender:
• From 1 January 2021, he holds the position of Chief Strategy and Ventures Officer. In this role, he leads the
Malaysian / 52 / Male development and implementation of the long-term strategy for TNB, incorporating the energy transition
trends and the Environmental, Social and Corporate Governance (ESG) agenda. His responsibilities also include
searching for, identifying and evaluating new business areas to venture into, exploring innovation, guiding
Date of Appointment:
TNB Research, a subsidiary of TNB, to research fields relevant to TNB business. In addition, he steers a group of
1 January 2021 subsidiaries in manufacturing, telco, energy efficiency and service business.
Qualification(s):
• Bachelor (Electrical & Electronic), George Washington University, Washington DC, United States of America
• Masters in Business Administration, Universiti Tenaga Nasional, Malaysia
Working Experience:
• Wahizan bin Abd Rahman, began his professional career with TNB in 1987 and has served in various positions for
the past 35 years. He started his career at Generation Power Plants before moving to Distribution Division where
he had stints at Distribution Engineering Department as well as managing business operation in Kuala Lumpur.
• He was the General Manager for Distribution Putrajaya & Cyberjaya before shifting to TNB Headquarters to
continue his career in Human Resource Management.
• His experience in Human Resources include serving as General Manager for Human Resource Planning &
Staffing, Senior General Manager for Human Resource Planning & Development and Senior General Manager for
Human Resource Strategy and Transformation.
Nationality / Age / Gender:
• Prior to his appointment as Chief People Officer, he was the Head for People Strategy & Organisation Effectiveness
Malaysian / 58 / Male at Group Human Resource Division.
Management Committee(s):
GEMC GPC
Qualification(s):
Working Experience:
• Prior to joining TNB, Zarihi was the Senior Director, Investment and a member of the Investment Committee at
Ekuiti Nasional Berhad. His responsibilities extend across various investment lifecycles from deal origination,
structuring, valuation, due diligence, operational value creation and investment exit.
• He was also the Vice President, Strategic Investment at Permodalan Nasional Berhad. His role was to maximise
total shareholder return from key portfolio companies.
• He also served as the Vice President at Axiata Digital and Axiata Group.
• During his early career, he held various roles in management and I.T consulting with Accenture and A.T. Kearney.
• He was also an engineer at Motorola Semiconductor.
Nationality / Age / Gender:
• Nil
Date of Appointment:
12 January 2022
Management Committee(s):
GEMC GPC
Qualification(s):
• Master of Business Administration, MBA Ohio University, Athens, United States of America
• Bachelor of Science – BSc. Australian National University, Canberra, Australia, (Operations Management &
Computer Science)
Working Experience:
• Datuk Fazil bin Ibrahim started his career with LLN/TNB in 1985, in various roles within the Group, including
Corporate Services, Distribution and Human Resource before being promoted to Head of Corporate Systems &
Application Support, ICT Division in 2006.
• He held the position of Senior General Manager for ICT Division from 2012 to August 2015 and subsequently was
appointed as Chief Information Officer with effect from 1 September 2015.
• He is responsible for TNB's group-wide business information systems & cyber security, technology & digital
strategy, delivery of telecommunication & IT infrastructure, major enterprise solutions and other applications.
Nationality / Age / Gender:
• He also oversees business continuity planning, coordinating & monitoring of ICT & Digital initiatives within ICT
Malaysian / 59 / Male Division, group-wide and with external parties.
Management Committee(s):
Qualification(s):
• MSc. In Engineering Business Management (Integrated Graduate Development Scheme, IGDS), University of Warwick,
United Kingdom/University of Technology, Malaysia
• B.Eng. (Hons) in Electrical & Electronic Engineering, Brighton Polytechnic, United Kingdom
• Post Graduate Diploma In Engineering Business Management (Integrated Manager Development Scheme, IMDS),
University of Warwick, United Kingdom/University of Technology, Malaysia
• Other learning exposure and experiences includes attachment at Melbourne Business School (Australia), National
University of Singapore and Disney University, Florida, United States of America
Working Experience:
• Amir Mahmod Abdullah started his career in 1988 with LLN/TNB. He has vast years of experiences ranging from
Customer Service, Maintenance, Planning, Construction to Head of few Cost and Profit Centers.
• Among the special projects led by him were the development of online application system such as Competency Based
Performance Management System, Online Employee Feedback, and Integrated Development of Proton City.
• In 2009, Amir served as Head of TNB Metering and Revenue Management and later, in 2014, he was appointed as the first
Nationality / Age / Gender: Programme Director of TNB’s Smart Meter under Advanced Metering Infrastructure (AMI) which is part of Connected
Grid of the Future.
Malaysian / 55 / Male • In 2016, Amir was assigned to Tenaga Cable Industries Sdn. Bhd. (TNB’s Subsidiary) to transform the loss making cable
company into a more profitable and sustainable company.
Date of Appointment: • In 2018, Amir then served as a Program Director of Procurement Hub Functions and was later appointed as Chief
Procurement Officer in January 2020.
• Amir was one of the first participants of TNB's Leadership Drive programme, and is now an accredited trainer in several
1 January 2020 business areas.
Management Committee(s):
Directorships In Public Companies and Listed Issuers:
GEMC GPC COMPEC
• Nil
Qualification(s):
Working Experience:
• Ahmad Hushairi bin Ibrahim began his career at TNB in 1986. He has held positions in various divisions including
the Distribution Division, ICT Division and in Retail Operations. He was appointed Chief Global Business Solutions
Officer in November 2021.
• He was appointed General Manager (Strategy Management and Organisation Development), Distribution
Division in 2011 where he was responsible for driving the business plan forward. In 2016, he was appointed
Project Director (Billing and Customer Relation Management) in the Distribution Division and Head of retail
operations in 2018 and Head of Strategy in the Retail Division in January 2021.
Date of Appointment:
15 November 2021
Management Committee(s):
MEMBERSHIP KEY
GEMC
IEC
GEMC GPC Her profile is set out in Company Secretary’s Profile on
page 72 of the Integrated Annual Report. Investment Executive Committee
ORGANISATIONAL STRUCTURE
BOARD OF DIRECTORS
Ring-fenced
Our strong governance framework, culture and values have continued to play a critical part in enabling us to respond to the pandemic and its economic and
social impact in conjunction with safeguarding the business imperatives which underpin long-term sustainable value creation. As part of the Nation’s critical
infrastructure, our work has never been more important, and I am immensely proud of the outstanding work of our employees across the Group, as they
adjusted to their home and working lives in ways that would have seemed unimaginable before the pandemic. They have risen to the challenge of supporting
the safety of fellow employees and loved ones, whilst continuing to focus on running the business. Working together, they have provided the energy and
critical system support services that the country needs to keep the lights on and to power industry and businesses.
The Board has been kept appraised of the measures being taken and appreciates the open and honest discussions with management and the collegiate
response to the pandemic. The way the business has performed during this period is a testament to the strength of the organisational structures and the
commitment and hard work of employees at all levels.
ROLE OF THE BOARD AND ITS EFFECTIVENESS risks identified and reviewed are contained in the We also actively engage with all our stakeholders,
My role as Chairman is to provide leadership to the Statement on Risk Management and Internal Control including our customers, our communities, our
Board and to provide the right environment to enable on pages 118 to 124. people and our suppliers, as well as with our investors.
each of the Directors, and the Board as a whole, to We are acutely aware that our stakeholders are
perform effectively to promote the success of the STAKEHOLDER ENGAGEMENT struggling with the challenges posed by an uncertain
Company for the benefit of its shareholders and other The Board understands the part the Group can future. We commit to maintaining appropriate and
stakeholders. play in creating a more sustainable Malaysia. We regular dialogue to ensure that our strategy and our
are committed to carrying out our business in a performance objectives reflect their expectations.
It is my view that the Board continues to be highly responsible way and remain focused on improving the Our continuous engagement allows stakeholders to
effective with a good understanding of the Group’s provision of energy services for the benefit of all of our provide feedback on the matters they consider to be
opportunities as well as the threats facing the stakeholders. important and any issues which they would like to be
business. This view is supported by the results of this addressed.
year’s Board and Committee performance evaluations, We engage and consult with employees regularly
which are reported on pages 93 to 94. The Board through employee engagement forums. Such forums
keeps under constant review the threats to the future provide employees with important and up to date
success of the business, the most immediate being the information about key events and give them an
continuing impact of the COVID-19 pandemic. Other opportunity to provide feedback.
BOARD CHANGES
The Board continuously seeks to ensure it has an The resignation of Dato’ Seri Mahdzir bin Khalid took These new appointments have added to the wealth
appropriate mix of diversity, skills, experience and place with effect from 29 August 2021 and the Board of experience/expertise we have on the Board.
expertise to enable it to discharge its responsibilities of Directors also would like to express its appreciation
effectively and to be well equipped in assisting the to Dato’ Seri Mahdzir bin Khalid for his contribution to The Board fulfils Practice 5.2 of MCCG for Large
Company to navigate the range of opportunities and the Company. Companies having a majority of Independent Directors,
challenges ahead. with the number exceeding the minimum requirement
With deep regret we report the demise of Noraini as prescribed by the Main Market Listing Requirements
In view of the need to ensure proper processes are in binti Che Dan, Senior Independent Non-Executive of Bursa Malaysia Securities Berhad (MMLR).
place to manage succession issues at the Board level, Director on 26 August 2021. The Board of Directors
an appropriate process for the selection, nomination would like to place on record their highest gratitude The Board/BNRC continuously review the Board Skills
and appointment of suitable candidates to the Board and appreciation for her guidance and immense Matrix, which serves to identify the skills, knowledge,
has been put in place. contribution given by the late Noraini binti Che Dan to experience and capabilities desired of the Board to
the Board during her tenure as a Director. She was the enable it to meet both current and future challenges
The BNRC is entrusted with the responsibility Chairman of BAC and Member of Board Finance and of the Company. It reflects the appropriate mix of
of assessing and considering the capabilities, Investment Committee (FIC), Board Risk Committee skills, expertise and experience required to address
commitment and qualities of candidates to be (BRC), BNRC and Board Long Term Incentive Plan existing and emerging business and governance
appointed as Board Members as well as Committee Committee (BLTIP). Her stewardship, integrity and issues, to enable Directors to effectively review
members, taking into account the diversity, required wisdom will be deeply missed. Management’s performance.
mix of skills, background, experience/expertise/
knowledge relevant to the Company’s business, The Board on 25 November 2021, approved the The Board approved the BNRC’s recommendation
existing commitment and potential conflict of appointment of Datuk Lau Beng Wei as Independent that in order to strengthen the Board’s composition to
interest prior to recommending to the Board. Non-Executive Director with effect from 1 December be more dynamic, the skills and gaps that have been
2021. He began his career in TNB and currently identified as critical and need to be filled are technical
The Board may appoint a new Director either to fill the Chairman, Lembaga Pelesenan Eksais Wilayah experience, international business experience
a casual vacancy or to add to the existing Directors. Persekutuan Kuala Lumpur, Dewan Bandaraya Kuala and customer centricity. The Board agreed that all
The Minister of Finance (Incorporated) (MoF Inc.), Lumpur. His understanding and knowledge of the Directors appointed during the Financial Year under
being the Special Shareholder of TNB, possesses the Company’s operation and the industry shall facilitate review had met the required skills.
right to appoint up to six (6) Directors. The Company’s the Board in making effective decision making.
Constitution provides that the Company must have at Further to that his qualification and experience have The Board believes that it presently has an
least two (2) Directors but not more than 12 Directors. fulfilled the gap identified through the Board Skills appropriate balance of skills, experience, knowledge
Matrix, of having a Director with technical experience and independence to deliver the Group’s strategy,
As at the date of this statement, there are 12 members on Board. He was appointed as Member of BAC and to enable the Non-Executive Directors to effectively
on the Board excluding Alternate Director; one (1) FIC with effect from 1 December 2021. challenge the views of Management and to satisfy the
Executive Director and 11 Non-Executive Directors, requirements of good governance.
eight (8) of whom are Independent Directors. A new addition to the Board is the appointment of
Dato’ Merina binti Abu Tahir as Independent Non- CULTURE AND GOVERNANCE
These Independent Directors are considered by the Executive Director with effect from 1 February 2022. Strong governance is central to our successful
Board to be independent of Management and free She was also appointed as Chairman of BAC and management of the Group and it provides the
of any business or other relationship or circumstance Member of FIC and BNRC with effect from 1 February framework for the effective delivery of our strategy,
that could materially interfere with the exercise of 2022. fulfilment of our purpose, the creation of value for all
objective, unfettered or independent judgement. our stakeholders and the ongoing development of
She has over 30 years of experience across finance, our sustainable business.
The Board have continued to reshape its membership business development, internal audit, governance/
through the right balance of experience, expertise ethics sectors in both local and international The Board and Management promote openness and
and fresh thinking. companies and had served in several key positions a collaborative culture across the Group. Our people
at Malaysian corporates namely Malaysia Airlines are respected irrespective of their background, are
We saw several movements of the Board during the Berhad/Malaysian Airline System Berhad, Amanah enabled to realise their potential, and contribute to
Financial Year under review. Dato’ Sri Hasan bin Arifin Capital Partners Berhad and Sime Darby Berhad. delivering our purpose and strategy. We have always
was appointed as Chairman/Non-Independent Non- placed, and will continue to place, particular emphasis
Executive Director, with the concurrence of MoF She is a Fellow Member of Association of Chartered on the safety and well-being of our people. The Group’s
Inc., with effect from 1 October 2021 in place of Dato’ Certified Accountants (ACCA), UK and Member of response to COVID-19 highlighted the deep-rooted
Seri Mahdzir bin Khalid upon his appointment as the Malaysian Institute of Certified Public Accountants, sense of caring at all levels, as the business sought to
Minister of Rural Development. Dato’ Sri Hasan bin Arifin Malaysian Institute of Accountants (MIA), ASEAN support employees and wider stakeholders.
is an Appointed Director by MoF Inc., representing the Chartered Professional Accountant and Institute of
interest of TNB’s Special Shareholder. He is neither a Internal Auditors Malaysia. She was past Chairperson Details of how we have applied the Principles that form
member of the Board Audit Committee (BAC) nor Board of ACCA Malaysia Advisory Committee and past the MCCG are provided in our Corporate Governance
Nomination and Remuneration Committee (BNRC) or Council member of the MIA. Report. Underpinning our application of the Principles
other Board Committees in line with the Malaysian Code is our compliance with the MCCG’s Intended Outcomes;
on Corporate Governance as at 28 April 2021 (MCCG). She sits on the Board of S P Setia Berhad, a listed I am pleased to say that, save for Practice 8.2 of
company in Bursa Malaysia Securities Berhad. MCCG and what has been explained in the Corporate
With his experience in the corporate sector, the Board Governance Report, we have generally complied with
believed that he would not only continue the great Faisal @ Pisal bin Abdul Ghani was appointed as the MCCG Principles.
work of his predecessors but also maintain the practice Alternate Director to Datuk Seri Asri bin Hamidin
of good governance, transparency and accountability. @ Hamidon on 1 March 2022, in place of Azmin bin
His wealth of knowledge would be instrumental in Ishak who had ceased office on 10 February 2022.
TNB’s ongoing transformation initiatives and efforts to
recover from the onslaught of COVID-19. DATO’ SRI HASAN BIN ARIFIN
Chairman
PRINCIPLE A:
BOARD LEADERSHIP & EFFECTIVENESS
Terms of References (TORs) for the Company’s BAC and BNRC are available at www.tnb.com.my.
THE BOARD
Key Roles and Responsibilities
Chairman President/CEO
• Provides leadership to the Company and direction for Management.
• Has collective responsibility and accountability to shareholders for the long-term success of the Group. • Leads the Board. • Has day-to-day responsibility for running the Group’s operations.
• Reviews the performance of Management and the operating and financial performance of the Group. • Ensures an effective Board, including • Recommends to the Board and implements Group strategy.
• Sets strategy. contribution and challenge from the • Applies Group policies.
• Determines risk appetite. Directors. • Promotes TNB’s culture and standards.
• Ensures that appropriate risk management and internal control systems are in place. • Ensures that the Group maintains • Ensures the Directors are properly informed and that sufficient
• Sets the Company’s culture, values and behaviours. effective communication with its information is provided to the Board to enable the Directors to form
• Ensures good governance. shareholders. appropriate judgements.
• Deliberate and approve sustainability strategy and pathway while overseeing TNB’s implementation and
performance on sustainability
The roles of Chairman and President/CEO are held by two (2) separate individuals
Dato’ Sri Hasan bin Datuk Ir. Datuk Seri Asri bin Datuk Amran Hafiz Juniwati Rahmat Gopala Krishnan Ong Ai Lin
Board of Directors Arifin1 Baharin bin Din2 Hamidin @ Hamidon bin Affifudin3 Hussin4 K.Sundaram5
Financial Controls
GROUP EXECUTIVE MANAGEMENT COMMITTEE (GEMC)
PRINCIPLE A:
BOARD LEADERSHIP & EFFECTIVENESS
Senior Independent Non-Executive Director (SID) Non-Executive Directors Chief Financial Officer Company Secretary
• Provides a sounding board for the Chairman. • Constructively challenge the Management in all areas. • Has day-to-day responsibility for the management of • Advises the Board on corporate disclosures and
• Acts, if necessary, as a focal point and intermediary for • Scrutinise Management’s performance. the finance function. compliance with Companies Act 2016, securities
the other Directors. • Help develop proposals on strategy. • Leads the Group’s finance activities, risks and controls. regulations and MMLR.
• Ensures that any key issues not addressed by the • Satisfy themselves on the integrity of financial • Represents TNB externally to stakeholders, • Together with the Chairman, keeps the effectiveness of
Chairman or the Executive Management are taken up. information and on the effectiveness of financial shareholders, customers, suppliers, regulatory and the Company’s and the Board’s governance processes
• Is available to shareholders should they have controls and risk management systems. Government authorities and the community. under review.
concerns. • Determine appropriate level of remuneration for • Provides advice on corporate governance issues.
Senior Management. • Facilitates the orientation of new Directors and assists the
Directors’ training and development.
Dato’ Roslina binti Dato’ Ir. Nawawi Datuk Rawisandran Datuk Lau Azmin bin Ishak Datuk Seri Amir Noraini binti Dato’ Seri Mahdzir
Zainal6 bin Ahmad7 a/l Narayanan8 Beng Wei9 (Alternate Director to Hamzah bin Azizan10 Che Dan11 bin Khalid12
Datuk Seri Asri bin Hamidin
@ Hamidon)
20/20 100% 20/20 100% 20/20 100% 1/1 100% 7/7 100% 4/4 100% 12/14 86% 13/14 93%
To oversee the establishment and implementation of To oversee the administration of TNB LTIP and the shares To oversee and conduct disciplinary matters for ceased as Member of FIC w.e.f. 25 March 2021.
the risk management framework that is embedded into granted (LTIP Shares) subject to the By-Laws. TNB personnel, including acting on the advice 8 Appointed as Member of BLTIP w.e.f. 25 March
the culture, processes and structures of the Group and is of the Management, hearing and deciding on 2021.
responsive to changes in the business environment. To approve and determine the manner in which the appeals and enforcing disciplinary proceedings 9 Appointed as Director and Member of BAC & FIC
LTIP Shares are granted and subsequently vested against staff convicted of misconduct.
w.e.f. 1 December 2021.
To approve the Risk Management Framework and to the selected employees in accordance with the
policies on behalf of the Board. By-Laws, including inter alia, the determination of eligibility, To review and make recommendations to the 10 Resigned as President/CEO w.e.f. 28 February
grant level, terms of acceptance of offers, terms of vesting Board of Directors on steps to be taken to establish 2021.
To ensure the principles and requirements of managing of shares, performance conditions and any other terms and a culture of integrity and honesty in all of the 11 Demised and ceased as Chairman of BAC and
risk are consistently communicated and adopted conditions imposed at the discretion of the BLTIP. Company’s business dealings. Member of FIC, BNRC & BRC on 26 August 2021.
throughout the Company.
Following the demise of Chairman of BAC,
To inform business strategy based on the impact of Gopala Krishnan K.Sundaram and Ong Ai Lin
identified sustainability risks and opportunities. were appointed to chair the BAC meetings.
Subsequent to that, Dato’ Merina binti Abu Tahir
To consider sustainability risks as part of the enterprise
risk management process. has been appointed as the new Chairman of BAC
w.e.f. 1 February 2022.
12 Resignation as Chairman w.e.f. 29 August 2021.
Sustainability
PRINCIPLE A:
BOARD LEADERSHIP & EFFECTIVENESS
PRINCIPLE A:
BOARD LEADERSHIP & EFFECTIVENESS
Board Charter
The Board is guided by its Charter which sets out the Board’s roles, powers, duties and functions. The Board at its meeting on 24 February 2022 had approved
the review of its Charter. The review was made in accordance with the MCCG, MMLR, Companies Act, 2016, Board current process & procedures, latest
respective Board Committees’ TOR, applicable rules/regulation and governance best practices.
Matters Deliberated By The Board and Its Committees During The Financial Year Ended 31 December 2021
The Board and its Committees engage in key strategic, governance and oversight activities each year. The list below is not exhaustive of all Key Areas of Focus/
Matters Deliberated by the Board and its Committees throughout the Financial Year, but serves to provide stakeholders with an insight into some of the key
matters considered by the Board:
BOARD
• Revenue, Operational and Capital Expenditure Budget for Financial Year • Revision to TNB Limits of Authority
2022 • Risk Management & Insurance Update for Financial Year 2021
• Approval/Status Update on TNB potential investments/divestment • Revised TNB Risk Management Framework
projects • 2021 Integrated Annual Report Statements
• Approval/Status Update/Issues Raised on Operational matters of TNB • Corporate Governance Report 2021
and its Group of Companies • Appointment and Resignation of Chairman & Directors
• TNB Organisation Structure & Governance Platform • Board Evaluation Assessment (BEA) for Board of Directors, Board
• Quarterly Group Performance Committees and Self & Peer FY2021 by Independent Expert
• Audited Financial Statements for Financial Year 2020 • Proposed FY2022 KPIs for President/CEO
• Quarterly Financial Results • Business Continuity Management & Crisis Response for COVID-19
• Interim & Final Dividends pandemic
• Quarterly Risk Dashboard Report • Non-Executive Directors Remuneration Benchmarking Exercise by
• Quarterly Report on Non-Audit Services Independent Expert
• Approval of Procurement within its Approving Authority • Notice of 32nd Annual General Meeting (AGM)
• TNB Divisions/Departments Risk Profiles & Convergence Initiatives
• Quarterly Report on TNB’s Litigation and Arbitration Cases
• Potential Proposals of Local and International Investment, With Focus on • Reviewed/Evaluated Investments in Subsidiaries and Associated
Renewable Energy Companies and Made Appropriate Proposals for any New Investments/
• Strategic Report of Subsidiary Management Department's Subsidiaries Divestments
• Commercialisation of TNB’s Real Estate Assets • TNB International Investments’ Quarterly Performance
• Review of FIC TOR
• Proposed capital structure & financing of TNB wholly owned subsidiaries
• Approval of Procurement within its Approving Authority • Procurement Policies and Procedures
• Procurement Plan and Strategy • COVID-19 Pandemic Impact on TNB Procurement & Mitigation Plans to
• Procurement Issues ensure the continuity of TNB’s Business Operation
• Summaries of the activities of BAC, BNRC and BRC are available in their respective reports of this Integrated Annual Report
PRINCIPLE A:
BOARD LEADERSHIP & EFFECTIVENESS
The Board plays a pivotal role in reviewing the The Board had approved TNB Sustainability TNB’s Sustainability Pathway supports the
Company’s strategic direction and approving Pathway with an aspiration to achieve net zero nation’s RE plan to increase the share of
corporate strategic initiatives developed by the emissions by 2050, in a bold move towards green energy in its power capacity mix. Our
Management. The Board deliberates annually decarbonisation and Renewable Energy (RE). domestic capacity plan is in tandem with the
the Company’s strategic and business plan as Peninsular Malaysia Generation Development
proposed by the Management, including the This new pathway is a clearer manifestation Plan, based on considerations to balance the
annual capital and revenue budget for the of TNB’s sustainability journey which began in energy trilemma. The focus of our international
ensuing year as well as the KPIs. This will ensure 2016 with the launch of the Reimagining TNB business will be to grow our overall RE
that the KPIs correspond with the Company’s strategic plan. portfolio and serve as the pathfinder for green
annual strategic and business plan. The Board technologies which we can eventually adopt in
reviews and deliberates on the Management’s Under the sustainability pathway, TNB aspires Malaysia.
views/assumptions in ensuring the best to achieve net zero emissions by 2050. This
decisions are reached after considering all aspiration is underpinned by a commitment to More information on the Strategic Direction is
relevant aspects. reduce 35% of its emissions intensity as well as available in Creating Continued Value on pages
50% of its coal generation capacity by 2035. In 32 to 55 of the Integrated Annual Report.
A separate and informal session between the addition, TNB has pledged to ensure its revenue
Board and Top Management, known as the from coal generation plants does not exceed Based on the evaluation for the Financial Year
Board Breakout Session (BBO), is coordinated 25% of its total revenue. under review, the Board collectively concurred
by the Company Secretary’s Office, as and that it has reviewed the Company’s strategic
when the need arises. The BBO is a platform TNB is dedicated to develop energy storage and financial plan as well as monitored its
for the Board and Management to deliberate solutions and is already in discussions with the implementation, including the setting of
and exchange views as well as opinions in Government to implement this as an enabler for suitable KPIs in achieving the Company’s
formulating strategic plans/issues and to RE growth. TNB is also committed to accelerate objectives.
chart the direction of the Group, including the investments in emerging green technologies
reporting of its progress. like green hydrogen, and carbon capture
and utilisation (CCU) as soon as it becomes
Half-year reviews of the business plan and the economically viable.
budget were conducted whereby comparisons
of approved targets against the Company’s TNB remains committed to the Government’s
actual performance were made. green agenda and Malaysia’s commitment
to reduce Greenhouse Gas (GHG) emission
During the Financial Year under review, the intensity of gross domestic product (GDP) by
Board had several sittings of deliberation, 45% by 2030, relative to the 2005 baseline.
emphasizing on the Environmental, Social
& Governance (ESG) way forward for the
Company.
Link to Strategy
PRINCIPLE A:
BOARD LEADERSHIP & EFFECTIVENESS
The Board, through BRC, is responsible for overseeing the effectiveness The BRC is assisted by the Chief Risk Officer and the Risk Management
and adequacy of the Group’s risk management framework and to Department (RMD) in discharging its duties and responsibilities. The RMD
ensure that it forms part of the Group’s corporate culture. The BRC’s key is responsible for the effective implementation of TNB Risk Management
responsibilities include approving the risk management framework and Framework for informed decision-making. The framework is developed in
policies on behalf of the Board and deliberating the Group’s strategic alignment with ISO 31000:2018.
and key operating risks as well as ensuring appropriate mitigations are
implemented to manage these risks. The BRC continues to diligently exercise its risk oversight responsibilities
by ensuring that risk management is an integral part of strategic planning
During the Financial Year under review, there were eight (8) BRC sittings. and decision making for the achievement of the Group’s strategic
The BRC reviewed the Statement on Risk Management and Internal outcomes and long-term objectives.
Control, which summarises the risk management practices and internal
controls implemented by Management. It also deliberated on KRI that Based on the evaluation for the Financial Year under review, the Board
were developed in alignment with BRC’s and Management’s risk appetite. collectively agreed that it has discharged its roles in identifying principal
risks and in ensuring that the Group has put in place an adequate risk
management framework to effectively monitor and manage the risks of
its operational businesses.
Link to Strategy
Reviewing the adequacy and integrity of the Company’s internal control system
The Board is responsible for ensuring that a sound reporting framework of internal controls and regulatory compliance is in place throughout the
Company. Based on the evaluation for the Financial Year under review, the Board collectively concurred that it has discharged its roles through the BRC/
BAC whereby regular meetings were held in reviewing the effectiveness of the Company’s internal control system.
Details of the Company’s internal control system and its effectiveness are provided in the Statement on Risk Management and Internal Control in this Integrated Annual Report.
Link to Strategy
PRINCIPLE A:
BOARD LEADERSHIP & EFFECTIVENESS
Overseeing and evaluating the conduct and performance of the Company’s businesses
The President/CEO is responsible for managing the day-to-day operations of the Company and implementing the Group strategies and policies as
agreed by the Board. In doing so, he is well supported by the respective Management Committees. The performance of Management is measured
through the Company’s and Group’s quarterly financial performance. The Board, on a continuous basis, is well informed of the progress of Company’s
strategic initiatives and critical operational issues as well as the Group’s performance based on approved KPIs.
Link to Strategy
Succession Planning
The Board, assisted by BNRC, is responsible The selection of candidates and appointment The Board/BNRC deliberated on the succession
for developing plans to identify the necessary of Independent Non-Executive Directors by the planning for critical positions in TNB, intended
and desirable competencies and skills of Board/BNRC are made with the assistance of to surface and manage the development of
Directors and succession plans to ensure there independent consultant, whenever necessary. TNB’s future leaders.
is appropriate dynamics of skills, experience,
expertise and diversity on the Board. In The Board of Directors would like to place on The Board is satisfied that BNRC has efficiently
addition, the Board/BNRC also oversee the record their highest gratitude and appreciation discharged its duties pertaining to the
appointment as well as succession planning of for her guidance and immense contribution nomination, remuneration and succession
the Top Management. given by the late Noraini binti Che Dan to the management functions as set out in its TOR.
Board during her tenure as a Director. Her
During the Financial Year under review, there dedication and commitment towards the Board The BNRC annually evaluates the performance
were several new additions to the Board, will be sorely missed. of the President/CEO and Top Management,
duly appointed by the BNRC/Board. With the whose remunerations are directly linked to
departure of Dato’ Seri Mahdzir bin Khalid, Dato’ During the Financial Year under review, several their respective KPIs. The President/CEO’s
Sri Hasan bin Arifin was appointed as Chairman/ movements in the Top Management took place. remuneration package is reviewed by the BNRC
Non-Independent Non-Executive Director, with Ahmad Hushairi bin Ibrahim was appointed as to reflect the contributions made towards
the concurrence of MoF Inc., with effect from 1 Chief Global Business Solutions Officer with the Group’s achievements for the year. The
October 2021. effect from 15 November 2021 in place of BNRC’s views and recommendations on this
Mohammad Ariff bin Zainol who retired on 18 are submitted to the Board for its decision/
The recent appointments to the Board were January 2022. approval.
Datuk Lau Beng Wei and Dato’ Merina binti Abu
Tahir, of whom were appointed as Independent Following the resignation of Mohd Shahazwan Based on the evaluation for the Financial
Non-Executive Directors with effect from bin Mohd Harris on 31 August 2021, the New Year under review, the Board collectively
1 December 2021 and 1 February 2022 Energy Division is now led by Mohd Zarihi bin concurred that succession planning for the
respectively. Mohd Hashim, the Chief New Energy Officer, who President/CEO and Top Management as well
was appointed with effect from 12 January 2022. as for the Company’s future leaders has been
Faisal @ Pisal bin Abdul Ghani was appointed appropriately developed.
as Alternate Director to Datuk Seri Asri bin These appointment were made through
Hamidin @ Hamidon on 1 March 2022, in place intensive deliberations and also taking into
of Azmin bin Ishak who had ceased office on 10 account their qualification/background,
February 2022. Their mix of skills, experience, working experience/expertise, professionalism
expertise and qualifications are analysed prior aptitude and knowledge of the Company/
to their respective appointments. industry.
Link to Strategy
PRINCIPLE A:
BOARD LEADERSHIP & EFFECTIVENESS
The Board and each Director are at liberty to obtain external independent or Based on the annual independence assessment undertaken by the
professional advice as deemed appropriate at the Company’s expense to assist Independent Directors of whom are retiring at the coming AGM, namely
with its decision making. This includes securing the attendance of external Ong Ai Lin, Dato’ Roslina binti Zainal and Datuk Lau Beng Wei, the BNRC/
advisers at meetings and seeking required information from any member of Board are satisfied that these Independent Directors have complied with
the Group’s workforce. the independence criteria as prescribed by the MMLR and continue to bring
independent and objective judgement to the Board.
DIVERSITY
We explain our work promoting diversity on page 169. The table below shows Dato’ Sri Hasan bin Arifin is an Appointed Director by MoF Inc., representing
the gender diversity split on the Board and in the wider workforce as at 31 the interest of TNB’s Special Shareholder. He was appointed to the Board
December 2021: as Chairman/Non-Independent Non-Executive Director with effect from
1 October 2021 in place of Dato’ Seri Mahdzir bin Khalid upon his acceptance of
Male Female Total ministerial position as Minister of Rural Development. The Board had approved
Gender No. % No. % No. the appointments of Datuk Lau Beng Wei and Dato' Merina binti Abu Tahir as
Independent Non-Executive Directors with effect from 1 December 2021 and
*TNB Board (excluding
8 73% 3 27% 11 1 February 2022 respectively.
Alternate Director)
Top Management (comprises
They have exercised the duty of care and diligence as Directors in the best
of GEMC, C-Suite, Senior 260 79% 70 21% 330
interest of the Company, its shareholders and stakeholders. With the new
General Managers)
additions, their expertise/experience shall further strengthen the Board
Senior Managers 613 67% 304 33% 917 composition and dynamics.
Executives 3,174 59% 2,190 41% 5,364
Non-Executives 17,658 85% 3,154 15% 20,812 All retiring Directors named above, through the Board Evaluation Assessment
Total 21,713 79% 5,721 21% 27,434 including Self and Peer Assessment, have met the performance criteria
required of an effective and high-performance Board.
* As at to date, there are 12 members on the Board with an addition of a woman Director, in support
of Practice 5.9 of the MCCG.
In addition, all retiring Directors have declared that they did not have any
existing or potential conflict of interest within or outside the Company that
could affect the execution of their roles as Company Directors.
PRINCIPLE A:
BOARD LEADERSHIP & EFFECTIVENESS
Having considered their professionalism, vast experience, material relationship, As of 18 March 2022, the newly appointed Directors’ Induction Programs
competency, commitment and individuals’ contributions in performing their include:
respective duties, the Board and BNRC are satisfied that all Directors who are • TNB Renewables Sdn. Bhd.: Overview Briefing by Managing Director, TNB
standing for re-election at the 32nd AGM have met the Board’s expectation by Renewables Sdn. Bhd.
continuously discharging their duties diligently as Company Directors. • Allo Technology Sdn. Bhd.: Overview Briefing by Chief Executive Officer,
Allo Technology Sdn. Bhd.
With that, upon the BNRC’s assessment, the Board resolved to support and • Yayasan Tenaga Nasional: Overview Briefing by Director, Yayasan Tenaga
recommend the re-election of each Director who is retiring at the upcoming Nasional
32nd AGM. • Strategy & Ventures Division: Overview Briefing by Chief Strategy &
Ventures Officer
DIRECTORS’ DEVELOPMENT AND INDUCTION • ICT Division : Overview Briefing by Chief Information Officer
To assist the Board in undertaking its responsibilities, a programme of • Group Human Resource Division: Overview Briefing by Chief People
training and development is available to all Directors, with training needs Officer
assessed as part of the Board evaluation procedure. The Board programme • Distribution Network Division: Overview Briefing by Chief Distribution
includes regular presentations from management and informal meetings Network Officer
to build understanding of the business and sector, or in areas recognised • Procurement & Supply Chain Division: Overview Briefing by Chief
as being technically complex. Such training is intended to support a deeper Procurement Officer
understanding as well as equipping the Non-Executive Directors with insight • Group Finance Division: Overview Briefing by Chief Financial Officer
into how TNB’s approach compares with the practices of its peers. All new • TNB Global Business Solutions Division: Overview Briefing by Chief Global
Directors receive a comprehensive and tailored induction programme, Business Solutions Officer
including meetings with Top Management, site visits, and briefings on key • Regulatory & Stakeholder Management Division: Overview Briefing by
operational matters, Board procedures and governance matters. Chief Regulatory & Stakeholder Management Officer
• TNB Retail Sdn. Bhd. : Overview Briefing by Chief Retail Officer
Dato’ Sri Hasan bin Arifin attended his Mandatory Accreditation Programme • TNB Power Generation Sdn. Bhd.: Overview Briefing by Managing Director,
for Directors of Public Listed Companies (MAP) from 6 December 2021 TNB Power Generation Sdn. Bhd.
until 8 December 2021, whilst Datuk Lau Beng Wei attended his MAP from • Grid System Operator Department: An Introduction Briefing by Head Grid
3 September 2018 until 4 September 2018. Datuk Ir. Baharin bin Din also System Operator, Grid Division
attended his MAP from 31 March 2021 until 2 April 2021. Dato’ Merina binti • Grid Division: Overview Briefing by Chief Grid Officer
Abu Tahir had attended the MAP on 15 February 2022 until 17 February 2022. • New Energy Division: Overview Briefing by Chief New Energy Officer
The existing Directors including newly appointed Directors had attended their
MAPs as prescribed under Paragraph 15.08 and Practice Note 5 by the MMLR. During the Financial Year under review, the Directors attended conferences
and professional trainings of which among others as follows:
The Company Secretary’s Office facilitates the Board in organising internal • European Central Bank Legal Conference 2021
and arranging external programmes, training sessions, briefings, workshops • 2022 Ministry of Finance Budget Retreat
and seminars that are relevant to the Directors. These include the annual • 9th Governance in Procurement Conference 2021: Procurement
Board Development Programme (BDP) which is organised in-house as part of Digitalisation For The Future
TNB’s Board Continuing Development Programme. • Achieving the Goals of the 12th Malaysia Plan: What are the Roles for Islamic
Finance?
BDP 2021 was held virtually in collaboration with Messrs • AMLA: General Guidance for Small Law Firms
PricewaterhouseCoopers PLT (PwC) on topic “ESG and Financial Reporting • Artificial Intelligence (AI) for Company Directors and Executives
Implications”. It was held on 11 October 2021, of which was attended by the • Balancing Risk Management with Sustainability Commitment: New
Board, Top Management, Managing Directors of TNB Group of Companies as Expectation of Investment Community
well as selected Senior General Managers. • BDP 2021
• Business Foresight Forum 2021: Transformative Innovation Reshaping
The topic is relevant following the impact of COVID-19 pandemic on the Business Realities In Extraordinary Times (BFF 2021)
Company/industry and being current economic issue besides providing • Board Committees Overview
guidance to the Board to better understand the impact of ESG towards TNB • Board Dynamics: What are the Key GRC Requirement
financial reporting. • Board Transformation & Smart Governance Roundtable Programme
• Business Transformation: Drive Sustainable Performance Results
In addition, a short session was held on 6 October 2021, to update Dato’ Sri • Climate Change: What Will the Next Decade Bring?
Hasan bin Arifin, on TNB’s operation which was attended by Top Management, • Climate Change; Reporting and Sustainability Trends: The Inter-Links
led by the President/CEO. The session also was held to extend a warm welcome Towards Addressing Sustainable Development Goals And Climate Change
to TNB’s new Chairman and to introduce TNB’s Top Management. • Conferencing Future Forward: Next Gen Digital Ecosystem
PRINCIPLE A:
BOARD LEADERSHIP & EFFECTIVENESS
• Compliance Conference 2021: Shifting the Tide Towards Endemic - ML/TF • Beneficial Ownership Framework & General/Practical Issues
Risks and Challenges • Corporate Board Leadership Symposium 2021
• Constitutional Law Colloquium: Does the Constitution Matter? Lessons • Paving The Way For Profitability Through Sustainability
from the Malaysian Constitution During Times of Crisis • Corruption Risk Management
• Contract & Procurement Fraud • The Updated MCCG
• Cross-Border Registration for VAT. Why, When and How? • Company Secretary: Assistant, Adviser Or Both?
• Cultural Diversity in the Boardroom • MCCG: “What’s New And Their Implication To Listed Company, Its Directors
• Digital Acceleration and Innovation for Business Recovery and Growth And Management”
• Directors’ Training Programme Transformative Innovation: Reshaping • Board Transformational & Smart Governance Roundtable Programme
Business Realities in Extraordinary Times • SSM National Conference 2021: Governing Under New Normal
• ESG Risk Management for Enterprise Workshop • BFF 2021
• Ethics and Integrity Professionalism and Corporate Dilemma • MAICSA Annual Conference 2021: The New Norm: Managing Disruption -
• FCD Module B: Stakeholder Primacy in a Post-Covid Era Resilience And Recovery
• FCD Module E: Preparing the Board for Digital Disruption • Building High Performing Board: Maintain a Governance Framework That
• Global Net-Zero Action 2021 Conference: Transition to A Net-Zero Adds Value To The Business And Safeguard The Company’s Values
Emissions Economy
• Governance in Audit Forum: Audit Evolving Role in the New Normal BOARD EVALUATION
• How to Use “Design Thinking” to Enjoy Digitalization Journey The Board recognises that an objective and well-managed board evaluation
• IAEE Associations Webinar: Texas’ and Other Power Markets After The Big process can lead to substantial improvement in Board effectiveness, bringing
Freeze - Diagnosis and Prognosis significant benefits to the Company. This is achieved through annual
• Integriti E-Seminar Untuk Ketua Setiausaha dan Setiausaha Kerajaan Negeri: performance evaluations, induction programmes for new Board members
You Are Integrity Champion and ongoing Board development activities.
• Khazanah Megatrend Forum 2021: The Innovation of Tomorrow Creating
Our New Collective Narrative In 2021, the Board with the assistance of BNRC, approved the engagement of
• Konvensyen Rangka Kerja Perubahan Iklim Pertubuhan Bangsa-Bangsa Willis Towers Watson (WTW) on 1 July 2021, as Independent Expert for Board
Bersatu Evaluation Assessment FY2021 in support of Practice 6.1 of MCCG whereby
• Launch of World Bank Report: Non-Performing Loans in EAP: Practices and for Large Companies, the Board engages independent experts at least every
Lessons in Times of COVID-19 three (3) years, to facilitate objective and candid board evaluations. The last
• Leadership For Enterprise Sustainability Asia assessment carried out by the independent expert was in 2017.
• Low Carbon Policy: Carbon Neutral Pathway
• MAP
• MIA Virtual Conference 2021 Series: Corporate Board Leadership
Symposium 2021 - Enhancing Governance and Ethics Towards Future
Sustainability
• MIA Virtual Conference 2021 Series: Risk Management Conference 2021 -
Navigating Challenges in Unprecedented Times
• Paving the Way for Profitability Through Sustainability
• Risk Management Conference 2021
• SIDC’s Sustainable and Responsible Investment 2021
• Sustainable Exchange Development Series
• The 3rd New Southern Policy Forum
• The Cooler Earth Sustainability Summit 2021
• The Corporate Governance Landscape In Malaysia: Going Beyond
The Rules
• The Updated MCCG
• Transfer Pricing Aspects of Intragroup Loans and Guarantees Webinar
• WIEF-SIDC Powertalk Webinar 2021
Trainings for Company Secretary during the Financial Year under review:
PRINCIPLE A:
BOARD LEADERSHIP & EFFECTIVENESS
2021 BOARD EVALUATION ASSESSMENT RESULTS The SPA also examines the ability of each Board or Committee member to
The 2021 BEA was conducted by WTW through questionnaires via the WTW give input at meetings and to demonstrate a high level of professionalism
Online Survey System. The questionnaires for the 2021 BEA comprised the and integrity in the decision-making process. It also takes into account the
Board, Board Committees Effectiveness Assessment, Directors and Board ability of each individual member to exercise independent judgement and
Committee members’ Self and Peer Assessment (SPA), as well as a 360 demonstrate objectivity and clarity of thought on issues during deliberations
Degree Assessment by Top Management. In addition, the Directors also had at meetings, provide logical honest opinion, and offer practical and realistic
completed online Saville Wave Assessments to understand their respective advice to the discussions. The feedback from the Top Management was
and collective stewardship styles and WTW had one-on-one online interview also being sought via the 360 Degree Assessment questionnaires. The
sessions with Directors. Management’s feedback on the Board’s role, and the extent of collaboration
between the Board and Management in certain focus areas and in the review/
The effectiveness of the Board is assessed in the areas of the Board’s decision-making process are useful for the Board’s consideration in enhancing
responsibilities and composition, meeting process, administration and its overall effectiveness.
conduct, interaction and communication with Management and stakeholders
and the Board’s engagement, as well as the effectiveness of the Chairman and Based on the 2021 BEA results, each Director scored above a rating of four (4)
the President/CEO. for the peer evaluation indicating that each Director was generally effective
in dispensing his/her responsibilities. Dato’ Sri Hasan bin Arifin was rated as
The assessment of individual Directors’ contribution and performance is an effective Chairman, a good-listener, creating an open and consultative
conducted based on performance criteria which are incorporated in the environment whilst effectively delegating responsibilities and is decisive.
Directors’ SPA questionnaires. Amongst others are:
It was clear that the effectiveness of both the Chairman and President/CEO is
• will and ability to critically challenge and ask the right questions; reflective of the Board’s confidence in them, indicating strong and effective
• confidence to stand up for a point of view and offer advice/guidance; leadership in steering the Company’s direction.
• character and integrity in dealing with potential conflict of interest
situations; The Board is seen to be effective and ensures the integrity of the Company is
• calibre and personality; aligned to regulatory requirements, internal standards and best practices. The
• commitment to serve the Company; Board is committed to its fiduciary duties and assumes the core responsibilities
• due diligence and integrity; of reviewing and monitoring the Group’s strategic plan, overseeing and
• fit and properness; evaluating the conduct of the Group’s business and establishing sound risk
• independence and objectivity; management and internal control frameworks for the Group. The Board
• skills and competencies; and recognises the need to continuously strengthen the composition, structure
• contribution and performance. and diversity in line with its strategic direction whilst ensuring the processes
enhance the efficiency and effectiveness of the Board and its Committees and
The effectiveness of Board Committees is assessed in terms of structure and will continue to identify improvement opportunities.
processes, accountabilities and responsibilities, as well as the effectiveness
of the Chairmen of the respective Board Committees. The SPA for the Board Following the recent appointments of Datuk Lau Beng Wei and Dato’ Merina
Committee members is similar to the Directors’ SPA, which is intended to assess binti Abu Tahir, they shall be considered/applicable for the next BEA for the
their contribution, performance, calibre and personality in relation to the skills, Financial Year ending 31 December 2022.
experience and other qualities they bring to the Board/Board Committees.
• Business Strategy and governance and • Board Charter and Committee TORs • Diversity
implementation oversight • Agenda and frequency of meetings • Competencies of the Members
• Risk management and integrity • Sufficient information availability and on a • Board and Committee compositions
• Implementation oversight and monitoring timely basis
of strategies and policies • Culture and dynamics
Each Director
completed the BEA for
the Board and its respective A summarised report
Committees including Self and The BEA analysis was of BEA was tabled to the
Peer Assessment, 360 Degree presented to the BNRC for Board by the Chairman of
Assessment by Top Management, deliberation BNRC with a view to discuss
Online Saville Wave Assessment & areas of improvement
One-on-one online interveiw
sessions with Directors.
PRINCIPLE A:
BOARD LEADERSHIP & EFFECTIVENESS
EXECUTIVE DIRECTOR AND TOP MANAGEMENT REMUNERATION The LTIP is to retain and reward Top Management to see out the growth and
The remuneration package for the Executive Director is structured to link business strategy aligning to the long-term success of the Company.
rewards to corporate and individual performance. It comprises salary,
allowances, bonuses and other customary benefits as accorded by comparable In summary, TNB strongly believes in performance culture and the
companies. A significant portion of an Executive Director’s compensation remuneration policy serves to pay competitively for sustainable performance
package has been made variable and is determined by performance during while being in line with the shareholders’ interest.
the year against individual KPIs in a scorecard aligned with the corporate
objectives as approved by the Board. The Executive Director recuses himself The Company has opted not to disclose the components of the remuneration
from deliberation and voting on his remuneration at Board meetings. of its Top Management as per Practice 8.2 of MCCG, as such disclosure may
bring disadvantageous to the Company’s business interest. This is further
The BNRC reviews the performance of the Executive Director annually explained in the CG Report.
and submits views/recommendations to the Board on adjustments in
remuneration and/or rewards to reflect the Executive Director’s contributions NON-EXECUTIVE DIRECTORS’ REMUNERATION
towards the Group’s achievements for the year. The Non-Executive Directors are remunerated through fixed monthly fees,
meeting allowances and benefits-in-kind, inclusive of the reimbursement of
The key elements of remuneration package for Top Management are structured utilities bills and business peripherals.
into three (3) components namely (i) the Base Salary, Fixed Allowances and
Benefits (ii) Short Term Incentive (STI) (iii) Long Term Incentive Plan (LTIP). The level of remuneration of Non-Executive Directors reflects the current
demanding challenges in discharging their fiduciary duties, roles and
Appropriate Base Salary needs to be competitive enough to attract and retain responsibilities, whether individually or collectively, as well as the complexity
the relevant talents, of which is determined by the scope of work, experience of the Company’s operations and the industry. The Non-Executive Directors’
and expected performance of a talent. Whereas the fixed allowances are for remuneration/benefits remain unchanged, since 2013.
certain benefits in cash and is not link to base salary.
The Board on 30 September 2021 engaged WTW to undertake Non-Executive
STI is based on yearly performance and paid as bonuses subjected to the Directors’ Remuneration Benchmarking exercise. The review was to conduct a
profitability of the Company and the performance of Top Management. holistic and independent review of the Non-Executive Directors’ remuneration
Performance is measured based mainly on quantitative targets and their and to determine its market competitiveness in Malaysia. The last review was
alignment to the values the Company stands for which would be qualitative made in 2018. Based on the findings, the structure of Non-Executive Directors’
in nature. remuneration (including benefits) is generally aligned with the market practice
and the existing remuneration is recommended to be retained and reviewed in
three (3) years time.
Fixed Remuneration
Benefits-in-kind
PRINCIPLE A:
BOARD LEADERSHIP & EFFECTIVENESS
Non-Executive Directors
Dato’ Sri Hasan bin Arifin - 90,000.00 4,032.263 10,000.00 - - 18,570.45 122,602.71
(Appointed w.e.f. 1 October 2021)
Datuk Seri Asri bin Hamidin @ - 240,000.00 - 49,500.00 - - 18,000.00 307,500.00
Hamidon
Datuk Amran Hafiz bin Affifudin - 240,000.004 - 97,000.004 - - 29,494.39 366,494.39
Juniwati Rahmat Hussin - 240,000.00 - 99,000.00 - - 11,014.95 350,014.95
Gopala Krishnan K.Sundaram - 240,000.00 - 94,000.00 - - 30,740.10 364,740.10
Ong Ai Lin - 240,000.00 - 86,000.00 - - 54,087.65 380,087.65
Dato' Roslina binti Zainal - 240,000.00 - 107,000.00 - - 25,663.20 372,663.20
Dato’ Ir. Nawawi bin Ahmad - 240,000.00 - 85,500.00 - - 49,527.11 375,027.11
Datuk Rawisandran a/l - 240,000.00 - 75,000.00 - - 34,553.39 349,553.39
Narayanan
Datuk Lau Beng Wei - 20,000.00 - 6 ,500.00 - - - 26,500.00
(Appointed w.e.f. 1 December 2021)
Azmin bin Ishak - - - 35,000.00 - - 37,818.03 72,818.03
(Cessation of Office as Alternate
Director w.e.f. 10 February 2022)
Dato’ Seri Mahdzir bin Khalid - 237,096.77 113,365.593 35,000.00 6,000.003 250,000.00 186,364.47 827,826.83
(Resigned w.e.f. 29 August 2021)
Noraini binti Che Dan - 156,774.20 - 70,500.00 - - 202,448.69 429,722.89
(Demised on 26 August 2021)
Total 1,600,000.00 2,423,870.97 117,397.85 850,000.00 6,000.00 3,528,124.00 819,208.54 9,344,601.36
Notes:
1 Contribution to EPF, Bonus, Car Allowance, Ex-Gratia, Gratuity, LTIP, Cash Leave, Recognition Payment and Leave Passage.
2 Utilities Bills, Business Peripherals, Purchase of Handphone, Uniforms, Club Membership, Medical and Travelling Expenses.
3 Payment made by respective Subsidiaries.
4 Paid to Khazanah Nasional Berhad, in respect of Director’s Fees and Meeting Allowances provided for Datuk Amran Hafiz bin Affifudin.
PRINCIPLE A:
BOARD LEADERSHIP & EFFECTIVENESS
For the details of meeting attendance of BNRC members, kindly refer to page 84.
PRINCIPLE B:
EFFECTIVE AUDIT AND RISK MANAGEMENT
In 2017, TNB, was one of the first listed corporation to embark on the ISO 37001:2016 Anti Bribery Management System (ABMS) certification. Towards achieving
the certification, TNB launched the TNB Corporate Integrity Management System (TCIMS) to drive an integrity-based culture and a high level of compliance
with local and international anti-bribery standards. TNB on 15 November 2018 was awarded with the ABMS Certification from SIRIM and further in reinforcing
this culture, launched TCIMS Handbook.
TNB has a well-thought-out set of Shared Values made publicly available and communicated to the workforce. First among the TNB Shared Values is Integrity.
The three (3) behaviours of Integrity are:
BEHAVIOUR 3
BEHAVIOUR 1
BEHAVIOUR 2 We always seek
We uphold highest
3 BEHAVIOURS We are fair, honest to achieve mutual
ethical standards and
OF INTEGRITY and transparent – in benefit for the
do what is right, all the
everything we do country, Company and
time
customers
The Handbook covers five (5) TCIMS policies, namely Anti-Bribery Policy, LIMITS OF AUTHORITY
Gifts, Hospitality and Related Benefits Policy; Conflicts of Interest Policy;
Whistleblowing Policy; and Integrity Pact and Committee Integrity Pledges The Limits of Authority outlines principles to govern decision making within
Policy. the Group, including appropriate escalation and reporting to the Board. The
Board has also delegated to the President/CEO, and through the President/
During the Financial Year under review, surveillance audit by SIRIM was CEO to other Executives, responsibility to manage the Company’s day-to-day
conducted involving Procurement & Supply Chain Division and three activities. The Limits of Authority encompasses both monetary and non-
(3) wholly owned subsidiaries of TNB, namely Malaysia Transformer monetary limits of authority for recommending and approving operational
Manufacturing Sdn. Bhd., TNB Fuel Services Sdn. Bhd. and Tenaga Cable and management decision-making activities prior to its execution. This
Industries Sdn. Bhd., Retail Division and TNB Repair and Maintenance Sdn. allows for balanced effective oversight with appropriate empowerment and
Bhd. successfully retained the ISO 37001 Anti-Bribery Management System accountability of the Management.
certification by SIRIM.
CODE OF ETHICS
A number of trainings & awareness sessions were conducted during the
Financial Year by the Integrity Department to better equip the Company The Board of Directors is guided by a high standard of ethical conduct in
for the implementation of Section 17A of the Malaysian Anti-Corruption accordance with the Code of Ethics for Company Directors as established by
Commission (MACC) Act 2009. These included the following: the Companies Commission of Malaysia.
- Six (6) sessions of Fraud and Bribery Risk Management Workshops; Each Non-Executive Director is supplied with the Non-Executive Directors’
- 15,274 staff and 1,579 vendors/business partners/associates participated Handbook as reference of their professional responsibilities as well as
in the Integrity E-learning. the terms and conditions of their service. The Non-Executive Directors’
- All staff are required to sign the integrity pledge and declare their conflict Handbook is updated as and when the need arises to reflect any changes
of interest via Employee Self Services On-line System annually; of the applicable rules and regulations as well as in the policies/ procedures
- ISO 37001 Internal Audit was carried out by 16 divisions/departments. that govern the conduct of the Directors.
- TNB Integrity Health Index (IHI) has been established to access and
capture relevant information on different attributes and dimensions of
Integrity Health status and performance of an Integrity Health system.
- 15,884 staff participated in the IHI survey FY2021 and the score is 79.74%.
- Signing of Prosedur Tatatertib TNB Edisi Ketujuh between the Management
and the Unions.
- 33 sessions of Integrity roadshows on the Prosedur Tatatertib TNB Edisi
Ketujuh, Pengurusan Kewangan & Liabiliti Korporat.
- 16,920 staff attended the online Integrity Roadshows.
- Published 18 Integrity bulletins and articles.
PRINCIPLE B:
EFFECTIVE AUDIT AND RISK MANAGEMENT
TNB has a Code of Ethics to govern the conduct of its employees. The provisions WHISTLE BLOWING PROCEDURE
set out in the Code of Ethics ensure compliance with laws and regulations,
sound employment practices, confidentiality and privacy. It also includes The Whistle Blowing Procedure embodies TNB’s commitment to maintaining
provisions on conflicts of interest, giving and accepting business courtesies an open working environment in which employees, contractors and
and the protection and proper use of TNB’s assets and resources. members of the public are able to report instances of unethical, unlawful
or undesirable conduct on a confidential basis without any fear of
TNB’s Code of Ethics also defines how TNB relates to its shareholders, intimidation or reprisal. An independent investigation team investigates all
employees, customers, suppliers and the communities in which it operates. reported concerns and where applicable, provides feedback regarding the
It includes TNB’s general principles on business integrity. All employees are investigation’s outcome.
expected to conduct business in accordance with the applicable laws, rules
and regulations and in a manner to enhance and protect the reputation of The objectives of the Whistle Blowing Procedure are as follows:
TNB. • to detect and address unacceptable conduct;
• to provide employees and contractors with a supportive working
TNB’s Procurement Code of Conduct guides TNB’s Directors and employees as environment in which they feel able to raise issues of legitimate concern
well as all existing and potential suppliers/ contractors including their directors to them and to TNB; and
and employees. TNB believes that all supplier/contractor relationships should • to protect people who report unacceptable conduct in good faith.
be based on principles of good governance such as integrity, accountability,
fairness and a zero-tolerance rule towards bribery and corruption. These Reporting Channels:
principles are enforced in the Procurement Code of Conduct, which is • Online Whistle Blowing Information System (WBIS) - wbis.tnb.com.my
constantly revised to reflect changes in regulations, reputational demands • Email to one (1) of the designated officers by using the Whistle Blowing
and business challenges. Complaint Form, available in Malay & English:
The Procurement & Supply Chain Policy and Procedures provides a set NAME DESIGNATION E-MAIL ADDRESS
of general policy and procedures as guidance in executing procurement
within TNB. The Policy and Procedures enables TNB to obtain the best value Kalivann Chief Integrity kalivann.integrity@tnb.com.my
in procurement, adopt leading business practice, advance TNB’s business Palanivelu Development Officer
priorities, add value to customers and uphold good corporate governance.
Hasbah binti Head, Integrity hasbahh.integrity@tnb.com.my
Hasbullah Development &
TNB’s Code of Ethics and Procurement Code of Conduct are available at their
Culture
respective sections of the Company’s website at www.tnb.com.my.
ANTI-BRIBERY POLICY
To foster ethical and independent decision-making, the Company requires
Directors with any direct or indirect interest in a proposal or transaction being
TNB aims to state its position on bribery and related matters and to
considered by the Board or its Committees to declare that interest and recuse
establish key pillars in its structure to protect the Company against any form
himself/herself from the deliberations. The affected Director will take no part
of bribery.
in the decision-making.
PRINCIPLE B:
EFFECTIVE AUDIT AND RISK MANAGEMENT
BOARD AUDIT COMMITTEE The Board Audit Committee (BAC) was established to assist the Board to carry out their oversight and
fiduciary duties and responsibilities.
Chairman BAC’s objectives, authorities and functions are governed by the Terms of Reference (ToR) which
was last reviewed in November 2021. The ToR is accessible on the Company’s official website at
Dato' Merina binti Abu Tahir www.tnb.com.my.
Independent Non-Executive Director
(Appointed as Chairman w.e.f. 1 February 2022) MEMBERSHIP AND MEETINGS
Noraini binti Che Dan As of 31 December 2021, the BAC comprises five (5) members, all of whom are Independent Non-
Senior Independent Non-Executive Director Executive Directors. This composition is aligned with Paragraph 15.09 (1) (a) and (b) of the Bursa
(Demised on 26 August 2021) Malaysia Securities Berhad Main Market Listing Requirements (MMLR), which states that the Audit
Committee must be composed of not fewer than three (3) members and all the Audit Committee
members must be Non-Executive Directors, with a majority of them being Independent Directors.
Members
Noraini binti Che Dan had served as the Chairman of BAC up to 26 August 2021. Subsequent to her
Gopala Krishnan a/l K.Sundaram demise, the existing BAC members i.e. Gopala Krishnan a/l K.Sundaram and Ong Ai Lin have served
Independent Non-Executive Director as the Chairman of BAC. The BAC continues to fulfil the practice stipulated in the Malaysian Code of
Corporate Governance (MCCG) 2021, whereby the Chairman of BAC was not the Chairman of TNB
Ong Ai Lin Board during the year under review.
Independent Non-Executive Director
The governance practices are further strengthened as the BAC fulfils the requirements of Paragraph
Datuk Rawisandran a/l Narayanan 15.09 (1) (c) of MMLR, which requires that at least one (1) member of the committee must be a member
of the Malaysian Institute of Accountants (MIA). As of 31 December 2021, one (1) member of the BAC,
Independent Non-Executive Director
Ong Ai Lin, is a member of MIA.
PRINCIPLE B:
EFFECTIVE AUDIT AND RISK MANAGEMENT
MAIN ACTIVITIES OF BAC IN FY2021 vi. On a quarterly basis, BAC reviewed the effectiveness of GIA
through evaluation of its performance and competency, and
Based on the 13 meetings held in FY2021, BAC had carried out the following monitoring the sufficiency of resources, to ensure it has the
to effectively discharge its duties and responsibilities as set forth in the BAC required expertise and proficiency to discharge its duties.
ToR:
vii. GIA continued the use of Quality Assurance and Improvement
1. Internal Audit Programme (QAIP) to assess the quality of audit processes
against the Standards established in International Professional
i. Deliberated the adequacy and effectiveness of internal controls Practices Framework (IPPF) issued by Institute of Internal
based on the findings and outcome of the audits conducted Auditors. BAC took note of areas for enhancement identified
and reported by Group Internal Audit Department (GIA) during through internal assessment conducted by a designated quality
the year. The summary of critical findings was presented and assurance team for FY2020. In December 2021, BAC deliberated
deliberated in BAC meetings and where relevant, BAC requested the results of External Quality Assessment Review (in the form
Management to rectify the internal control system based on of self-assessment independent validation) conducted by an
recommendations provided by GIA. independent external assessor. The results of review indicated
GIA’s General Conformance to the IPPF Standards and Code of
ii. Reviewed TNB’s quarterly State of Internal Controls (SOIC) on the Ethics.
adequacy, effectiveness and reliability of internal control system
based on the overall risks/ areas covered by GIA and issues viii. Reviewed GIA’s organisational independence declaration for
reported across TNB and its subsidiaries, as well as the status of FY2020 to facilitate BAC in making relevant disclosures as required
corrective actions implemented by Management. in the MCCG pertaining to independence and objectivity of the
internal audit function. GIA discharged its duties objectively
iii. BAC took note of TNB’s Integrated Assurance Report for FY2020. and independently through the current reporting arrangement
The assurance report provides information on the organisation’s which allows GIA to report functionally to BAC and no conflict of
risk coverage and helps identify gaps and overlaps in risks interest situations were reported for FY2020.
reviewed by the various assurance providers in TNB namely GIA,
internal audit function at subsidiary, compliance management ix. BAC took note of GIA’s Charter which was reviewed as part of
functions at divisions, and health and safety function. an annual exercise. There were no changes made to the Internal
Audit Charter as the existing Charter is deemed adequate and
iv. Approved GIA’s FY2022 Annual Audit Plan and reviewed the consistent with the IPPF requirements.
methodology applied in preparing a risk-based audit plan to
ensure adequacy of audit scope and comprehensive coverage of x. Reviewed the revised BAC ToR before recommending to Board
the Company’s activities. for approval. The ToR was revised to ensure alignment with MCCG
and MMLR requirements, and the current operational practices.
For FY2022, ‘thematic auditing’ has been introduced, where the
audits identified were clustered into general categories based on xi. BAC reviewed and endorsed the proposed FY2022 Key
major concerns of BAC such as safety and health management, Performance Indicators for GIA which were derived based on
financial management, asset management, environmental four (4) Balanced Scorecard perspectives and in alignment with
management, etc. As a result, 132 audits were proposed to be Company’s strategic initiatives.
conducted in FY2022 comprising 70 planned audits, 59 follow-
up audits, two (2) quality assurance reviews and one (1) Long- xii. BAC took note of the various data analytics initiatives applied
Term Incentive Plan (LTIP) review. by GIA in performing the audits approved for FY2020 and
continuous auditing performed at critical/ high risk areas.
The BAC also took cognisance of the resource requirements
including staffing, competencies as well as budgetary
requirements for successful completion of the audit plan.
PRINCIPLE B:
EFFECTIVE AUDIT AND RISK MANAGEMENT
i. Reviewed the overall performance and effectiveness of In February 2021, BAC reviewed and recommended to the Board
the external auditor for the period from 1 January 2020 to to approve the related party/recurrent related party transactions
31 December 2020. entered into by TNB Group for the year ended 31 December 2020.
For this purpose, a survey was coordinated by GIA and 5. Annual Reporting
assessments on the effectiveness of the external auditor
were performed by members of BAC and Management. The BAC recommended for Board’s approval the reports to be
assessment focused on four (4) areas namely (i) quality of incorporated in the Integrated Annual Report 2020 namely (i) BAC
service, (ii) sufficiency of resources, (iii) communication and Report, (ii) Statement on Internal Audit Function, (iii) Statement of Risk
interaction, and (iv) independence, objectivity and professional Management and Internal Control, (iv) TNB Sustainability Statement,
scepticism. and (v) Corporate Governance Overview Statement and Corporate
Governance Report.
ii. Reviewed audit fees for quarterly review of the unaudited
consolidated results and annual statutory audit of TNB and its 6. Others
subsidiaries for Board’s approval.
i. Reviewed the proposal for granting and vesting of performance
iii. BAC assessed the independence and objectivity of the external shares as well as restricted shares under the LTIP for Board’s
auditor by reviewing non-audit services provided by the approval.
external auditor to TNB and the Group. The fees for non-audit
services carried out by the external auditor were within the ii. Reviewed the proposed guidance for establishment of ToR for
threshold set in TNB’s Implementation Guideline on Provision subsidiaries’ BAC/Board Risk Committee (BRC)/Board Audit and
of Services by External Auditors. Risk Committee (BARC).
iv. BAC exercised its rights, as stipulated in the ToR, to hold meetings iii. Took note of the proposal on advancing assurance integration
with the external auditor without the presence of Management, between GIA and internal audit functions of subsidiaries within
Executive Directors or Non-Independent Directors to enable the Company. Subsequently, framework for integrated assurance
open discussion with the BAC. This is also in line with the terms in TNB was presented for BAC’s approval. The main objectives
stipulated in MMLR issued by Bursa Malaysia Securities Berhad. of this effort include ensuring adequate coverage of risks,
minimising duplication of work amongst assurance providers,
In FY2021, two (2) meetings were held with the external auditor and strengthening, streamlining and standardising assurance
without the presence of Management and Executive Director activities within TNB.
to reinforce independence of the external audit function of the
Company. iv. Discussed on other key operational matters, as follows:
PRINCIPLE B:
EFFECTIVE AUDIT AND RISK MANAGEMENT
BOARD RISK COMMITTEE The Board Risk Committee (BRC) was established on 5 June 2013
by the Board of Directors (Board) to assist the Board to carry out its
Chairman
responsibilities. The Board, through the BRC, is responsible to oversee
Ong Ai Lin the effectiveness and adequacy of the Group’s risk management
Independent Non-Executive Director framework and to ensure that it forms part of the Group’s corporate
culture.
Members
ROLE OF COMMITTEE
The BRC meetings are pre-determined for the following financial year and is thereafter,
communicated to the members with the specific meeting agenda prior to each meeting.
In FY 2021, there were seven (7) BRC sittings and one (1) joint sitting with the Board Finance &
Investment Committee (FIC). Meetings were held virtually or in a hybrid manner, i.e., in-person and
virtually, in view of the COVID-19 pandemic. Prior to the meeting, BRC members were provided with
papers approved for tabling and updates of outstanding matters from previous meetings for the
members’ perusal.
The President/CEO, Chief Risk Officer and Company Secretary, who is also secretary to the BRC,
attended the meetings. Other attendees, internal or external, were invited to deliberate on matters
within their purview. Action sheets were issued by the Company Secretary on decisions made and
action required. These were circulated to Management for their further action. The BRC Chairman
KEY ROLES & RESPONSIBILITIES Reports were tabled at the Board meetings for notification and/or further deliberation on matters
within the purview of the Board.
For detailed roles & responsibilities of the Committee,
please refer page 85.
PRINCIPLE B:
EFFECTIVE AUDIT AND RISK MANAGEMENT
MAIN ACTIVITIES OF THE BOARD RISK COMMITTEE The RMD ensures the relevancy of the TNB risk governance documents for
effective implementation of the TNB Risk Management Framework. The
Principal activities performed by the BRC in FY2021 are summarised below: risk governance documents are the TNB Risk Management Framework, TNB
• Approved revisions to the TNB Risk Management Framework and risk Risk Management Policy and four guides, i.e., Risk Assessment Process, Risk
governance documents for group-wide implementation. Review, Risk Report and Key Risk Indicator. These risk governance documents
• Jointly reviewed the Statement of Risk Management and Internal are reviewed annually with the criteria for revision and levels of approving
Control with the Board Audit Committee. The statement summarised authority clearly stated to ensure the documents are robust, practical for
the risk management practices and internal controls implemented by implementation and reflective of the internal and external context.
Management. Assurances from the President/CEO and Chief Financial
Officer were given to the Board that the Group’s risk management and In addition, the RMD is the custodian of the TNB Business Continuity
internal control system is operating adequately and effectively, in all Management (BCM) Framework that is aligned with ISO 22301:2019 Security
material aspects. And Resilience – Business Continuity Management Systems. The framework
• Deliberated the Group’s strategic and key operational risks and mitigating provides a structured approach in managing business continuity in the
measures taken to manage the risks. Additional mitigations to strengthen Group that enables prompt, coordinated and effective response to a crisis
the management of existing and emerging risks were recommended for and maintain continuity of essential activities as well as protecting human
further action. life, assets, reputation and the environment. The framework is the focal
• Reviewed and deliberated Key Risk Indicators (KRIs) that were reported point of reference for business entities to formulate and implement relevant
quarterly through the TNB Risk Dashboard. Relevant business entities business continuity strategies tailored to respective business objectives and
reported the status of action taken to mitigate potential adverse impacts. critical functions.
• Reviewed reports on risk incidents and deliberated the adequacy and
effectiveness of preventive and corrective mitigation. Risk governance
• Jointly approved with the FIC, the TNB Investment Risk Methodology,
including risk parameters and thresholds that are reflective of the Board’s The TNB Risk Management Structure described in the TNB Risk Management
risk appetite, for a structured approach in assessing risks related to Framework document governs the risk management implementation in
potential investments. the Group. The oversight role is executed by the TNB Board of Directors and
BRC, whilst cross-functional risk management matters are deliberated at the
RISK MANAGEMENT Group Risk Management Working Committee (GRMWC) and Subsidiaries Risk
Management Working Committee (SRMWC). Both working committees meet
The BRC is assisted by the Chief Risk Officer and the Risk Management quarterly to ensure that the TNB Risk Management Framework is effectively
Department (RMD) in discharging its duties and responsibilities. implemented in business entities and sufficient resources are committed for
continuous improvement and integration of risk management in business
Risk management and BCM frameworks processes.
Risk management in TNB is governed by the TNB Risk Management In addition, the RMD carries out risk governance activities, which are risk
Framework that provides a structured and consistent approach to risk maturity assessment, desktop risk assessment and risk reviews, that are
management across the Group. The purpose of risk management is to create planned on a 3-year cycle for comprehensive coverage of all business
and protect value and this is exemplified through each element in the TNB entities in the Group. In FY2021, the risk maturity of five (5) business
Risk Management Framework. The framework is developed in alignment entities were assessed and 11 desktop risk assessments were conducted
with ISO 31000:2018 Risk Management – Guidelines. by the RMD. Recommendations for improvement were agreed with the
respective business entity to enhance the implementation and integration
of risk management in day-to-day operations. Reviews of business entity’s
risk profile are facilitated by the RMD to ensure alignment to the TNB Risk
Management Framework.
PRINCIPLE B:
EFFECTIVE AUDIT AND RISK MANAGEMENT
Oversight of the implementation of the TNB BCM Framework lies with the Risk management trainings at fundamental and intermediate levels are
TNB Corporate BCM Steering Committee, which is chaired by the TNB Crisis conducted by the RMD and administered by the TNB Integrated Learning
Commander appointed by President/CEO. This committee ensures the TNB Solution Sdn. Bhd. (ILSAS) to increase the risk competency of employees
BCM Framework and its implementation are aligned with strategic objectives across the Group. In FY2021, 73 executives completed the risk management
and integrated into business processes with adequate resources committed fundamentals training and 50 executives for the intermediate level.
to strengthen preparedness and enhance capabilities. Additional training and awareness sessions tailored to the needs of TNB
business entities were conducted by the RMD and participated by 326
Preparedness of the corporate crisis command structure is tested through employees. Furthermore, an inaugural risk management training was
drills. In FY2021, the RMD as the corporate BCM secretariat, carried out marketed by ILSAS to external parties and 14 participants from various
two (2) communication drills, one (1) functional drill and one (1) full-scale industries were trained by subject matter experts in RMD.
drill with involvement from President/CEO and C-suites and support from
BCM practitioners across the Group. The functional and full-scale drills In FY2021, the RMD organised 30-minute webinars with topics ranging from
were conducted virtually, in view of the pandemic. In addition, drills to test principles and application of risk management and BCM and lessons learned
preparedness of business entities in crisis scenarios such as floods and dam from past risk events and crisis. 24 webinars were successfully conducted and
safety were carried out according to plan and improvements identified from attended by approximately 1,700 executives, including a session with invited
post-mortems were implemented to close gaps. Chief Risk Officers from TM and Malaysian Resources Corporation Berhad
(MRCB), sharing their risk and BCM experiences with TNB practitioners.
Monitoring & reporting
BCM onboarding sessions were conducted for newly appointed primary
Risks that are identified or reviewed by business entities are registered or alternate Corporate Crisis Management Team members, as and when
and approved by relevant risk owners in the online and real-time TNB Risk necessary, to enhance promptness and effectiveness of response in the event
Information System (TRIS). The RMD maintains the TRIS, which functions as a of a group-wide (national) crisis. Additionally, training sessions on the roles
platform for monitoring and reporting. The risk registers in TRIS is accessible and responsibilities of the primary and alternate members of the Corporate
for viewing by all employees and additional access rights are assigned to Crisis Response Team are held annually. In FY2021, a spokesperson training
relevant parties. These parties, such as risk owners and risk managers, are was provided to the primary Corporate Crisis Management Team members
responsible to ensure the quality and integrity of the risk information in TRIS. to enhance capabilities in responding to stakeholders during crisis.
In FY2021, business entities across the Group submitted two half-year risk The RMD is the secretariat of the Risk Manager and BCM Circles, which are
reports to the RMD, reporting its risk profile, key mitigations, KRIs, lessons communities of risk and BCM practitioners from across the Group. These
learned from risk events and emerging risks unique to its business. The RMD Circles collaborate at least quarterly to spearhead risk and BCM initiatives
thereafter collates and reports the TNB Half-Year Risk Reports to management as well as share knowledge and feedback on effective practices and lessons
for a holistic perspective of the Group’s strategic, operational and emerging learnt, drawing from their experiences implementing risk management and
risks. BCM at respective business entities.
KRIs that provide early warning signals of increasing risk exposures and CONCLUSION
potential risk events are identified, monitored and reported by business
entities. KRIs are developed in alignment with risk appetite of the BRC and The BRC continues to diligently exercise its risk oversight responsibilities by
management and are monitored and reported quarterly to the BRC, GRMWC ensuring that risk management is an integral part of strategic planning and
and SRMWC. KRIs are reviewed annually to ensure relevancy to current decision making for the achievement of the Group’s strategic outcomes and
business strategies and risk exposures in the internal and external context. long-term objectives.
This statement was made in accordance with the resolution of the Board of
Directors dated 24 February 2022.
PRINCIPLE B:
EFFECTIVE AUDIT AND RISK MANAGEMENT
TNB’s internal audit function, which is under the purview of Group Internal • Operation and Maintenance
Audit Department (GIA), is established by the Board to provide independent, • Strategic Asset Planning
objective assurance and consulting services designed to add value and • Fuel Management
improve TNB’s operations. • Safety Management
• Project Planning and Management
GIA assists TNB to accomplish its business objectives by bringing a • Procurement, Contract and Vendor Performance Management
systematic, disciplined approach to evaluate and improve the effectiveness • Material Management
of governance, risk management and control processes. • Financial Management
• Human Resource Management
GIA reports directly to the Board Audit Committee (BAC) to preserve its • Integrated Healthcare Management System
independence and objectivity, and administratively to President/CEO to
enable the required stature to fulfil its responsibilities. Based on the audits carried out in FY2021, amongst the key risks covered
are inability to deliver company initiatives and targets, fraud and bribery,
GIA is currently headed by Lizah Abd Wahab who is the Chief Internal Auditor accident leading to fatality/injury and property damage, non-compliance
(CIA). She joined GIA in 2004 and was appointed as the CIA on 1 April 2021. with related regulatory requirements and company policies, critical
She holds a Bachelor of Accounting and Finance degree from Manchester equipment failure causing major blackout, fuel supply disruption, poor
Metropolitan University, United Kingdom and a Master of Business performance of appointed contractors/ suppliers, leakages of confidential
Administration from Universiti Tenaga Nasional and Graduate Certificate data, cyber security threat, and revenue leakages.
in Management from the University of Melbourne. Additionally, she is a
Certified Internal Auditor and obtained a Certification of Risk Management During FY2021, GIA issued a total of 143 reports arising from 70 planned
Assurance from Institute of Internal Auditors (IIA). She brings over 15 years audits, four (4) ad-hoc audits, ten (10) surprise audits, and 59 follow-up
of experience in internal auditing at various areas or functions within TNB. audits. Internal audit reports with significant improvement opportunities
were presented to the BAC for deliberation whilst others were reported in
PRACTICES AND FRAMEWORK the quarterly reporting to BAC.
GIA endeavours to enhance and protect organisational value by providing Subsequently, GIA continuously monitors the implementation of corrective
risk-based and objective assurance, advice and insight. actions and the results are communicated to BAC on a quarterly basis and
to management via GIA Online Corrective Actions Monitoring Dashboard
GIA is guided by the Internal Control Framework of Committee of Sponsoring (GOCAMD) and Corrective Action League Table (CALT) status reporting on a
Organisation of the Treadway Commission (COSO) and Control Objectives monthly and quarterly basis respectively.
for Information and Related Technology (COBIT) in assessing and reporting
the adequacy and effectiveness of the design and implementation of the In view of the COVID-19 pandemic, GIA has adopted flexible audit approaches
organisation’s overall system of internal control, risk management and throughout the year whereby, out of the 70 planned audits, 38 were remote
governance. audits and 32 were hybrid audits (mix of on-site and virtual auditing). As for
remote audits, meetings and interviews were conducted via secure video
Additionally, to effectively manage its functions and perform the audit conferencing platforms, documents were shared via company email and
engagements, GIA adopts the standards and principles outlined in the cloud, and GIA has enhanced the utilisation of data analytics. GIA adjusted to
International Professional Practices Framework (IPPF) issued by IIA, which the flexible audit approaches to ensure completion of the approved FY2021
comprises Core Principles for the Professional Practice of Internal Auditing, Annual Audit Plan.
International Standards for the Professional Practice of Internal Auditing,
Definition of Internal Auditing and Code of Ethics. In providing value to the Company, the internal auditors’ key performance
indicator included value creation in terms of cost saving/recovery or business
SCOPE AND COVERAGE process improvement.
GIA’s responsibilities and scope of internal audit activities are outlined in the In addition to the audit engagements performed, GIA was also actively
Internal Audit Charter which was approved by the BAC. The Internal Audit involved in strengthening the internal control system in the Company
Charter is reviewed annually to ensure relevance and alignment with the through sharing of best practices and knowledge on internal auditing, risk
requirements of IPPF. management and internal controls.
GIA continues to formulate the annual audit plan using a risk-based approach, RESOURCES
taking into consideration TNB’s risk profile, strategic objectives, regulatory
requirements as well as inputs from BAC and senior management. The internal audit activities in FY2021 were performed in-house by a group
of 63 internal auditors with diverse disciplines, as summarised below:
Amongst the key areas reviewed during Financial Year (FY) 2021 include:
• Corporate Governance Compliance Discipline No. of Auditors Percentage (%)
• Strategic and Sustainability Initiatives
• Business Continuity Management Accounting, Finance and Business 31 49
• Whistleblowing and Anti-Bribery Management Engineering 24 38
• Information Technology (IT) and Operational Technology (OT) Security Quantity Surveying 2 3
and Governance
• Social Media Management System and Data Analyst/
6 10
• Management of Legal Cases Information Technology
• Billing and Tariff Management Total 63 100
PRINCIPLE B:
EFFECTIVE AUDIT AND RISK MANAGEMENT
The total cost incurred in managing the internal audit function for FY2021 As of 31 December 2021, GIA incurred a total cost of RM304,627 on trainings
is RM13.8 million, comprising mainly staff costs and audit activities related and conferences. GIA staff have spent an average of 16.5 days per person
spending, as follows: on internal and external trainings/conferences to enhance their skills,
knowledge and competencies.
Category RM (Million) % of Total Cost
SUMMARY OF GIA’S ACTIVITIES IN FY2021
Staff costs 11.75 85
Operating costs 2.05 15 The following are the key activities undertaken by GIA in FY2021:
Total 13.80 100
• Provided independent and objective assurance on the adequacy of
PROFESSIONAL QUALIFICATION AND CONTINUOUS DEVELOPMENT internal controls implemented to mitigate risk exposures. The reports
on audits performed which consist of observations, improvement
GIA continuously encourages auditors to equip themselves with sufficient opportunities, management responses, deadline and person in
knowledge and skills to ensure that high level of proficiency and due charge for implementation of corrective actions have been issued to
professional care are demonstrated in fulfilling auditors’ responsibilities. respective auditees, senior management and BAC.
• Presented the TNB’s State of Internal Controls to BAC on a quarterly
As at 31 December 2021, there are 26 GIA staff with various professional basis and coverage includes the following:
certifications as shown below: • Audit completion status against the approved audits
• Risks reviewed during audits
NO. OF • Results of internal control assessment covering areas with
CERTIFICATIONS critical findings
• Status of corrective actions including aging for pending actions
CERTIFICATION OBTAINED
• Performed follow-up audits on corrective actions agreed by
Certified Internal Auditor (CIA) 13 management to assess if the actions have been implemented
Certified Information System Auditor (CISA) 4 adequately and timely.
• Coordinated and attended meetings with Risk Management
Certification in Risk Management Assurance (CRMA) 5
Department to deliberate on emerging risks and relevant mitigation
Association of Chartered Certified Accountants plans. Coordination meetings were also conducted with the external
4
(ACCA) auditor to discuss on audit scope/issues to ensure adequate coverage
Chartered Institute of Management Accountants or minimise duplication of effort.
1 • Maintained a Quality Assurance and Improvement Program (QAIP)
(CIMA)
covering internal and external assessments as required in the IPPF
Chartered Accountant (Malaysia) 3 Standards. GIA developed areas for enhancement for continuous
Professional Engineer 2 improvement of the internal audit activity based on the internal
Professional Technologist 6 assessment carried out by a dedicated quality assurance team.
• In accordance with IPPF Standard 1312 which states that external
CISCO Certified Network Associate (CCNA) 3 assessment must be conducted at least once every five (5) years by a
Certified COBIT 3 qualified, independent assessor, GIA had appointed an independent
external assessor for an External Quality Assessment Review [in the
Total 44* form of Self-Assessment Independent Validation (SAIV)]. GIA obtained
Generally Conform to the IPPF Standards and Code of Ethics based on
Note: the review.
* One (1) staff may have more than 1 certification
• Organised GIA’s Webinar Series to provide awareness on internal
controls. Two (2) webinar sessions were conducted in FY2021 relating
In addition to the above, 30% (19 auditors) are in the midst of pursuing their
professional certifications at various levels. to invoicing, and operation and maintenance.
• Showed continuous commitment towards TNB’s core values through
GIA commits to ensure that the level of auditors’ skills, knowledge and the contribution to the needful nation through GIA’s Corporate Social
competencies are maintained as stipulated in the Internal Audit Charter. Responsibility (CSR) program, officewide video and essay competition,
These are accomplished through the following: and culture gamification session for GIA staff.
We have a well-established programme of engaging with a wide range of stakeholders who are key to the successful delivery of our strategy. These include
shareholders, government, regulators, environmental bodies and trade unions. We know that actions taken today will shape the longer-term performance of
TNB and determine our impact on the wider world, including our contribution to action on climate change. Such engagement broadens our understanding
of the issues we take into account, informs our decision-making and helps to protect the long-term interests of stakeholders.
We are dedicated to building strong relationships with key stakeholder groups. Through meaningful interactions with our stakeholders, we can leverage their
insights and address any pressing emerging interests or concerns, keeping us focused on key sustainability matters. Ultimately, this will translate into the
strategic management of sustainability in delivering long-term value for our stakeholders.
CUSTOMERS
Our customers comprise residential and non-residential
GOVERNMENT
Our segments. The non-residential or business customers
The Malaysian Federal and State Governments,
Stakeholder come from the commercial, industrial customer
parliamentarians, municipal councils and regulators.
segments, including Government, Large Businesses,
Small & Medium Enterprises (SMEs) and Government.
1. New technologies (e.g. smart meter offerings, smart 1. Regulatory and operational compliance
solutions, solar solutions, platform solutions) 2. Changes in the regulatory framework and electricity
2. Customer experience and service delivery supply industry
3. Disaster and cyber security management
Areas of 4. Nation-building initiatives, including community and
Interest or capability development
5. Security and reliability of electricity
Concern 6. Affordable tariffs
7. Environmental management
8. Giving back to Nation and Rakyat
9. Local Bumiputera vendor development
• Sustainable Infrastructure and Ecosystems, page 144 • Creating Value Through Strong Governance,
• Social and Relationship Capital, page 54 pages 58-125
• Customer Centricity, page 147 • Manufactured Capital, page 46
• Our Support in Facing COVID-19, page 141 • Social and Relationship Capital, page 54
• Our Support in Facing COVID-19, page 141
Our • Natural Capital, page 48
• How We Are Governed, page 131
Response • Sustainable Infrastructure and Ecosystems, page 144
• Minimising Environmental Impacts, page 162
• Contributing to Community Development, page 173
The Board is responsible for engagement with stakeholders and ensures that appropriate Board time is given to discussing their concerns and that sufficient resources
are available for the Group to effectively engage. Internally, divisions across the organisation maintain engagement with key stakeholders, ensuring effective
communications channels and mitigation of any concerns. Members of executive management, including Executive Director, provide regular updates to the Board,
to ensure awareness and inform discussions. The Board takes these opportunities to assess and challenge management’s approach relating to engagement.
Legend: Daily All the time Ongoing As needed Quarterly Annually Biannually
INVESTORS EMPLOYEES
Institutional and retail investors, analysts and potential investors Our 34,938 full-time employees throughout TNB Group.
with interest. Only full-time employees, excluding contractors.
• Strategic Review, pages 36-43 • Our Support in Facing COVID-19, page 141
• Financial Capital, page 44 • Human Capital, page 52
• Manufactured Capital, page 46 • Social and Relationship Capital, page 54
• Our Support in Facing COVID-19, page 141 • Employment Management and Growth, page 165
• Natural Capital, page 48 • Emphasis on Health, Safety, and Well-being, page 170
• Human Capital, page 52 • Contributing to Community Development, page 173
• Social and Relationship Capital, page 54
• Sustainable Infrastructure and Ecosystems, page 144
• Customer Centricity, page 147
• Minimising Environmental Impacts, page 162
• Climate Change, page 152
• Employment Management and Growth, page 165
• Emphasis on Health, Safety, and Well-being, page 170
1. Mitigation & Resolution of issues 1. Industry support for business growth through
2. Employee well-being technology and solutions
3. Employee engagement regarding strategies and 2. Training and capability development
Areas of
initiatives 3. Potential health and safety impacts
Interest or
4. Impact of new policies or policy revision to 4. Procurement processes
Concern
employees 5. Fraud and bribery awareness
5. CA Compliance 6. New business opportunities and future developments
• How TNB is Addressing A Global Pandemic, • Social and Relationship Capital, page 54
page 137 • Human Capital, page 52
• Human Capital, page 52 • How TNB is Addressing a Global Pandemic, page 137
Our • Employment Management and Relations, page 153 • Sustainable Infrastructure and Ecosystems, page 144
Response • Prioritising Health, Safety and Personal Well-Being,
page 170
• Social and Relationship Capital, page 54 • Achieving Our Strategic Ambitions, pages 38-45
• Achieving Our Strategic Ambitions, pages 38-45 • Intellectual Capital, page 50
• How TNB is Addressing a Global Pandemic, page 137 • Natural Capital, page 48
• Natural Capital, page 48 • Social and Relationship Capital, page 54
• Minimising Environmental Impacts, page 147 • Human Capital, page 52
• Community Investment and Promoting Education, page 162 • Sustainable Infrastructure and Ecosystems, page 144
• Minimising Environmental Impacts, page 162
• How TNB is Addressing a Global Pandemic, page 137
Legend: Daily All the time Ongoing As needed Quarterly Annually Biannually
We value and facilitate a direct, two-way dialogue with the shareholders and A total of 1,400 shareholders and proxies representing 3,474,831,414 ordinary
investors. It is our top priority to provide relevant information to shareholders, shares participated online in TNB Fully Virtual 31st AGM as per the Attendance
listen to and understand their perspectives and respond to their feedback. Record issued by TNB Share Registrar. All Directors attended the AGM, including
the Chairmen of respective Board Committees. The Engagement Partner of
Our AGM plays an important role in providing the shareholders with an PwC was also in attendance at the AGM to answer shareholders’ questions on
opportunity to communicate directly with the Chairman and President/CEO the conduct of the audit, the preparation and content of the audit report, the
about the business, governance, financial performance and prospects. It also accounting policies adopted by the Company and the independence of auditors
provides an opportunity for shareholders to raise questions for the Board, Top in the audit process.
Management and the External Auditors on the management and performance
of the Company. Shareholders were provided with similar opportunities online as they would
have had attending the AGM in person. They were able to view presentation on
The Board ensures that shareholders are given sufficient notice and time to the Company’s financial and technical/ operational highlights by the President/
consider the resolutions that will be discussed and decided at the AGM. The CEO, as well as vote and ask questions during the meeting. During the Meeting,
AGM Notice includes explanatory notes that contain further information on the Chairman encouraged the shareholders to post questions to the Board and
the proposed resolutions. It has been the Company’s practice since 2017 as per Management on the proposed resolutions tabled at the AGM. All questions
the MCCG, to issue out the Notice of AGM to the shareholders at least 28 days submitted during the meeting were answered by the President/CEO/Chief
prior to the meeting. Financial Officer/Company Secretary accordingly during the meeting.
The COVID-19 pandemic has had a profound impact to our lives and the safety
of our shareholders, stakeholders, employees and broader community are The 31st AGM was conducted online via BoardRoom’s LUMI AGM. Shareholders/
key considerations for the Board. Accordingly, TNB hosted its 2nd Virtual AGM, proxies were able to view the live webcast of the AGM proceedings, post
the 31st AGM on 10 May 2021 via Remote Participation and Voting (RPV) at questions to the Board/Management and submit their votes in real-time whilst
Dewan Seminar, Kompleks Balai Islam An-Nur, Ibu Pejabat Tenaga Nasional the meeting was in progress. The procedures for RPV facilities were explained in
Berhad, No. 129, Jalan Bangsar, 59200 Kuala Lumpur, Malaysia, the Broadcast the Administrative Details of 31st AGM issued to the shareholders on 9 April 2021.
Venue. Holding a virtual AGM allows our shareholders with the opportunity to
participate in the AGM regardless of their geographical differences. All resolutions of 31st AGM were tabled and approved by the shareholders. All
resolutions were voted by poll and the results were validated by Boardroom
A dedicated link was created in our website within a stipulated timeframe so Corporate Services Sdn. Bhd., the independent scrutineer appointed by the
as to provide the shareholders with all information they needed to attend the Company. The outcomes of poll voting were announced to the market and
meeting, including our virtual AGM online guide on how to use the online posted on the Company’s website on the same day of the AGM.
facility.
The minutes of meeting was made available on TNB’s website at www.tnb.com.my
In line with the Group’s commitment in promoting sustainability as well as no later than 30 business days after the AGM.
to achieve greater cost efficiencies, TNB encouraged its shareholders to go
paperless and to access the digital copy of TNB’s Integrated Annual Report
2021 by downloading it from the Company’s website. Aside from that, TNB
issued out postcards with QR code to the shareholders, consisting the Notice
of 31st AGM, Administrative Details of the 31st AGM, Integrated Annual Report
2020 and Proxy Form to the shareholders, which were also available at the
Company’s website.
Interim Single-Tier Dividend of 22.0 sen per ordinary share for the Financial
Consistent and meaningful communication with existing as well as potential
Year ended 31 December 2021
investors through various platforms keeps the investment community abreast of
our strategic developments, financial performance and other areas of interests.
30 September 2021 Entitlement Date In addition, the IR team regularly communicates on shareholders’ feedbacks and
other areas of interest to the Senior Management. This encourages two-way
information flow that is essential and mutually beneficial to both parties.
15 October 2021 Payment Date Our investor relations’ section on TNB’s corporate website at www.tnb.com.my
offers investment community a dedicated platform for accessing corporate
financial information as well as investor presentation. Any queries or concerns
Final Single-Tier Dividend of 18.0 sen per ordinary share for the Financial
regarding the Group can be directed to the Investor Relations team, whose contact
Year ended 31 December 2021
details are available on the website.
As working from home (WFH) became a norm in spite of the pandemic, the IR
team continues to meaningfully engaged with the investment community
15 April 2022 Payment Date
through available online platforms. During the year, the number of engagements
with analysts and investors was 612 as compared to 586 in 2020 which includes
Annual General Meetings engagements through a planned investor relations programme i.e. investor
conferences and corporate days, engagement sessions with the investment
Notice of Fully Virtual 31st Annual General community through one-on-one/group meetings, analyst briefing for financial
Meeting and Issuance of Integrated Annual results as well as engagement through other communication platforms.
9 April 2021
Report and Audited Financial Statements for
the Financial Year ended 31 December 2020
Event
7 January 2021 12th Credit Suisse ASEAN Conference 16 June 2021 UBS OneASEAN Virtual Conference
29 March 2021 JP Morgan Asean Renewable Day 8 July 2021 Maybank Invest ASEAN
Hong Leong Bursa Stratum on Renewable Nomura Virtual Malaysia Corporate Day
6 April 2021 21 October 2021
Energy 2021
22 April 2021 MUFG Malaysia Day 27 October 2021 UBS ESG Corporate Day 2021
Based on IR’s engagement sessions with the investment community, the key areas of interest includes:
In 2021, TNB Board of Directors has approved a final single tier dividend of 18.0 sen per share, raising the single tier dividend total to 40.0 sen per share. This
translates to a dividend payout ratio of 52.8% from the Group’s Adjusted PATAMI.
ANALYST COVERAGE
As one of the largest companies by market capitalisation on Bursa Malaysia, we have a wide analyst coverage totaling of 21 sell-side research analysts covering the
stock of which 38% being the coverage from foreign research houses. We maintain a focused relationship with all our analysts for fair demonstration of the company
to the market generally.
Affin Hwang
AmInvestment CGS-CIMB
Investment Bank of America Citi Research CLSA
Bank Securities
Bank
Public
UBS Global UOB KayHian
Investment RHB TA Securities BofA Securities
Research Securities
Bank
TNB SHARE PRICE, FBM KLCI INDEX AND VOLUME TRADED IN FY2021
10.0 1,450.0
1,400.0
9.5
1,350.0
26 Aug ’21
28 May ’21 AB 2QFY’21 26 Nov ’21 1,300.0
9.0 AB 1QFY’21 Closing Share AB 3QFY’21
Closing Share Price: Price: RM10.30 Closing Share 1,250.0
RM9.99 Price: RM9.38
8.5 1,200.0
21
21
21
21
21
21
21
21
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t2
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v
Ju
Ap
Oc
De
No
Ja
Ju
Au
Fe
Se
M
Volume (million)
15.0
10.0
5.0
0.0
Jan 21
Feb 21
Mar 21
Apr 21
May 21
Jun 21
Jul 21
Aug 21
Sep 21
Oct 21
Nov 21
Dec 21
Volume
SHAREHOLDER INFORMATION
As at 31 December 2021, Khazanah Nasional Berhad remained as our largest shareholder, with 25.6% of shareholding. Other Government related agencies
cumulatively hold 43.7% with Permodalan Nasional Berhad at 18.4%, Employees Provident Fund at 16.2%, Kumpulan Wang Persaraan (Diperbadankan) at 7.4%
while others at 1.7%. The balance of 30.7% are held by other local corporations, Malaysian retail and foreign shareholders.
Based on the geographical spread of our foreign shareholding, the largest shareholding base is North America at 50.5%, followed by our shareholders from Asia
(excluding Malaysia) and Europe, which accounted for 35.4% and 14.0% of the shares respectively.
Please refer to page 14 for more information.
The Board maintains a transparent and professional relationship with the The External Auditors can also be engaged to perform non-audit services
External Auditors, with the BAC responsible for recommending the appointment provided such services do not impair either in fact or appearance, the auditors’
or removal of the External Auditors, the approval of their remuneration and the objectivity, judgment or independence. The External Auditors are required to
terms of their engagement to the Board. provide their written assurance of meeting the independence requirements for
each non-audit service undertaken by them for TNB Group.
The Board and the BAC are responsible for reviewing, assessing and monitoring
the performance, suitability and independence of External Auditors. The Board The prohibition of non-audit services is based on three (3) basic principles,
has set a policy on External Auditors which stipulates the guidelines and namely that the External Auditors cannot function in the role of Management;
procedures for the Board and the BAC to assess and monitor the performance cannot audit their own work; and cannot serve in an advocacy role of TNB Group.
and independence of the External Auditors.
The External Auditors shall observe and comply with the By-Laws of MIA in
The policy covers Selection and Appointment, Independence, Conflict of relation to the provision of non-audit services and, if necessary, apply safeguards
Interest, Non-Audit Services, Rotation of Audit Partner (applies to lead audit as stipulated in the By-Laws of MIA.
engagement partner), Annual Reporting, Annual Assessment and Audit Fees.
The Board through BAC, at its meeting on 24 February 2022 had approved the
The appointed Audit Partner by the External Auditors is subject to rotation once review of External Auditors Policy in accordance with Practice 9.2 of the MCCG,
every five (5) financial years. whereby the BAC has a policy that requires a former partner of the External
Auditors of TNB, to observe a cooling-off period of at least three (3) years before
being appointed as a member of BAC. Apart from that, the said review also is
in line with the inclusion of Guidance 9.3 of the MCCG, of which the annual
assessment of External Auditors should also consider information presented in
the Annual Transparency Report of the audit firm.
The BAC assists the Board in assessing whether the independence of External Auditors has been maintained, having regard to any non-audit related services. The
BAC considered the provision of non-audit fees by the External Auditors for the non-audit services provided to the Group and the Company during the Financial
Year and concluded that the provision of these fees does not compromise or impair the External Auditors’ independence or objectivity.
The Auditors’ Remuneration including Non-Audit Fees for the Company and the Group for the Financial Year ended 31 December 2021 is as follows:
Group Company
RM ‘Million RM ‘Million
Non-Audit Services:
The Non-Audit Fees did not exceed 50% of the Audit Fees for the Financial PROMOTING SUSTAINABILITY
Year under review, in line with TNB’s External Auditors Policy.
The Board recognises that the Company’s stakeholders are increasingly
All services were procured competitively in accordance with TNB’s interested in understanding its approach and performance in embedding
Procurement & Supply Chain Policy and Procedures and External Auditors sustainability in the organisation.
Policy. Non-audit services can be offered by the External Auditors of the
Group if there are clear efficiencies and value added benefits to the Group. For this Financial Year, TNB has published a Sustainability Statement which
discloses TNB’s efforts and initiatives in managing its material economic,
Based on the External Auditors Assessment Results for the Financial Year environmental and social risks and opportunities. The reporting is guided by
2021, overall, the Company was highly satisfied/satisfied by 96%, an the Global Reporting Initiative (GRI) standard. The Sustainability Statement is
increment of 4.4% compared to the previous Financial Year, with the services on pages 128 to 179 of the Integrated Annual Report.
provided by PwC in term of quality, sufficiency of resources, communication
and interaction and independence, objectivity and professional skepticism. RESPONSIBILITY STATEMENT IN RESPECT OF THE FINANCIAL YEAR
All comments made shall be forwarded to PwC in order to further improve UNDER REVIEW
their services.
The Board is fully accountable for ensuring the Audited Financial Statements
With that, the Board/BAC are satisfied with the quality of service, sufficiency are prepared in accordance with the Companies Act 2016 and the applicable
of resources, communication and interaction and independence, objectivity approved accounting standards set out by the Malaysian Accounting
and professional skepticism demonstrated by PwC in carrying out its duties Standards Board so as to present a true and fair view of the Group’s state of
as External Auditors. affairs and of the profit or loss and cash flow as at the end of the accounting
period.
Being satisfied with the External Auditors’ performance, the Board
recommends their re-appointment for shareholders’ approval at the AGM. In preparing the Audited Financial Statements, the Directors are satisfied
that the applicable approved accounting standards in Malaysia have been
INSIDER TRADING complied with and reasonable and prudent judgements and estimates have
been made. The Audited Financial Statements are also prepared on a going
The Directors and Top Management of TNB are prohibited from trading in concern basis as the Board has a reasonable expectation, after having made
securities or any kind of price-sensitive information and knowledge which enquiries, that the Group has adequate resources to continue its operational
have not been publicly announced, in accordance with the MMLR and existence for the foreseeable future.
relevant provisions of the Capital Markets & Services Act 2007. Notices on the
closed period for trading in TNB’s securities are circulated on a quarterly basis
in advance of each closed period, to Directors and Top Management who are
deemed to be privy to any price-sensitive information and related actions.
RISK MANAGEMENT
Integration
provides a structured and consistent approach
for risk management implementation across Risk Assessment
the Group. The purpose of risk management
is to create and protect value and this is Review, Monitor & Report
exemplified through each element in the TNB
Risk Management Framework. Culture
The implementation of the TNB Risk Management Framework is documented through the TNB risk governance documents, comprising of the TNB Risk
Management Framework, TNB Risk Management Policy and four guides, which are the Risk Assessment Process, Risk Review, Risk Report and Key Risk
Indicator. The TNB Risk Management Framework document describes the criteria and frequency of revision of these risk governance documents and the levels
of approving authority to ensure the documents are robust, practical for implementation and reflective of the internal and external context.
TNB Risk Management TNB Risk TNB Risk Assessment Risk Review Guide Risk Report Guide Key Risk Indicator Guide
Framework Document Management Policy Process Guide Structured Risk Review Structured and Structured and
Structured and Statement declaring Structured and methodology standardised risk standardised methodology
consistent risk approach TNB’s commitment standardised reporting template to identify, monitor and
to risk management and approach on risk risk assessment report KRI
management methodology
The TNB Risk Management Policy is a statement of the overall intention and direction of the Group on risk management. It describes the commitment of
the Group to assess risks in alignment to business objectives, integrating risk management in all decision-making processes, anticipating potential risks in
response to changes in the internal and external environments and ensuring that risk information is communicated through a clear and robust monitoring
and reporting structure.
The policy emphasises on the role of all TNB employees, who are responsible and accountable to manage risks related to their actions and decisions by taking
all reasonable care to minimise loss, maximise opportunity and ensure TNB’s reputation is upheld.
LEADERSHIP AND COMMITMENT The establishment of the BRC reaffirms the Board’s commitment to ensure
that the Group has in place a sound and robust enterprise risk management
The TNB Risk Management Structure depicts the leadership and commitment framework and that such framework has been effectively implemented to
of Board and Management in the escalation and cascading of risk information enhance the Group’s ability to achieve its strategic objectives. The BRC is
across all levels. supported by Management through the Group Executive Management
Committee chaired by the President/Chief Executive Officer, the cross-
functional Group Risk Management Working Committee (GRMWC) and
Subsidiaries Risk Management Working Committee (SRMWC), as well as
TNB Risk Management Structure
the Risk Management Department led by the Chief Risk Officer. Assurances
are provided to the Board and Management through internal and external
TNB Board of Directors audits.
In the year under review, the BRC convened seven (7) sittings to deliberate
risk issues and key risk indicators as well as to review the effectiveness
TNB Board Risk Committee of appropriate systems to manage risks. Business entities provided
assurances to the BRC of their risk management and internal controls,
assisting the Board in its decision-making, especially in the management
of potential risks that may prevent the Group from achieving its strategies.
Group Executive Management
Committee
In addition, a joint BRC and Board Finance & Investment Committee
meeting was held in the year under review to deliberate and approve
an investment risk methodology, including risk parameters and
Group/Subsidiaries
Risk Management Working Chief thresholds that are reflective of the Board’s risk appetite. The investment
Committee Risk Officer risk methodology provides a structured approach and adds rigour to
the process of assessing risks related to potential investments. This
methodology forms an integral part of TNB’s growth strategy and
Risk expansion into non-regulated businesses.
Divisions, Departments and Management
Subsidiaries Department
RISK ASSESSMENT PROCESS
Risk
Risk Manager
Owner TNB business entities are guided by the TNB Risk Assessment Process that
provides a structured approach to identify, analyse, evaluate and treat
risks. TNB business entities apply the process in a systematic, iterative
and collaborative manner, drawing on the knowledge and views of
Assurance (Internal and External Audit) stakeholders to develop their respective risk profiles.
The TNB Risk Assessment Process was applied in the assessment of the TNB Strategic Risks that may prevent the Group from achieving its Reimagining TNB
strategies, taking into account internal and external factors. Eleven (11) TNB Strategic Risks were identified and approved by the BRC in the year under review,
which are as follows:
Sustainability 2. Inability to keep pace with global Environment, Social & Governance (ESG) frameworks
It is vital that TNB aligns itself to global ESG commitments and frameworks to fulfill its purpose to brighten lives through
innovative and sustainable solutions towards a better world. Failure to do so could erode market confidence, adversely affect
employee morale and damage TNB’s brand and reputation.
8. Failure to ingrain TNB culture in employees’ behaviour in supporting Reimagining TNB strategy
Culture moulds the direction, beliefs and shared values that shapes employees’ perception, behaviour and understanding.
Failure to enliven the TNB core values in day-to-day decision-making and processes may result in decreased productivity, fraud
or bribery, silo mentality, etc.
Regulatory 9. Unfavourable energy transition & climate change policies & regulations
The Reimagining TNB strategies and targets are anchored on the domestic energy transition and climate change policies
and regulations. Unfavourable changes to these policies such as changes to the domestic Renewable Energy (RE) targets and
legislations, increased severity of non-compliance penalties for carbon emission or imposition of new regulations on carbon
pricing and energy efficiency, may impede the achievement of TNB’s energy transition strategies and targets.
10. Unfavourable Incentive Based Regulation (IBR) regime implementation & outcome
The performance of TNB’s regulated businesses are dependent on the consistent and effective implementation of the IBR
framework and related Regulatory Implementation Guidelines (RIGs). TNB’s financial position may be adversely impacted
should there be unfavourable decisions on key regulated policies such as the Imbalanced Cost Pass-Through (ICPT) and Annual
Regulatory Adjustment.
Consequent to the TNB Risk Assessment Process, risks identified by business Half-year risk reports are submitted by business entities to the Risk
entities are registered and monitored through the TNB Risk Information Management Department for consolidation. Group-wide consolidated half-
System (TRIS), an online real-time tool and risk database that is accessible year risk reports, which include reports of emerging risks, are deliberated and
by all employees. Risks are reviewed annually by business entities with endorsed by the GRMWC for onward internal dissemination.
participation and eventual approval from the risk owners.
In the year under review, the Risk Management Department assessed the
risk maturity of five (5) business entities with the objective of assessing the INTERNAL CONTROL
effectiveness of the implementation of the TNB Risk Management Framework.
In addition, Desktop Risk Assessments, which were initiated in the previous GROUP POLICIES AND PROCEDURES
year in view of travelling and movement constraints during the pandemic,
had continued and eleven (11) Desktop Risk Assessments were conducted by Group-wide policies and procedures have been approved by the Board
the Risk Management Department to assess the comprehensiveness of the and Management to ensure ethics and internal control principles and
application of the TNB Risk Assessment Process by business entities. mechanisms are embedded in business operations. These policies and
procedures are consistently reviewed for relevance and effectiveness.
KEY RISK INDICATORS
Key Risk Indicators (KRIs) that provide early warning of increasing risk exposures Among others, the Group policies and procedures in place are:
and potential risk events have been developed by business entities. These KRIs
are developed in consideration of the risk appetite of the BRC and Management. TNB Code of Ethics
The status of KRIs are reported quarterly to the BRC, GRMWC and SRMWC and
mitigating measures are deliberated to address related risk(s) from escalating TNB Ethics & Integrity Policy
beyond tolerable levels.
TNB Risk Management Policy
The KRIs escalated and reported to the BRC monitor risks that would impact
five (5) areas, which are operations, financial standing, regulatory, reputation TNB Confidentiality Policy
and international investment. Other operational KRIs that are deliberated by
the GRMWC and SRMWC enable inter-business collaboration to mitigate risks TNB Asset Management Policy
from a group-wide perspective.
TNB Limits of Authority
The KRIs are reviewed annually for relevancy and adequacy, taking into account
short- and long-term business objectives and changes in the internal and
TNB Procurement and Supply Chain Policy and Procedures
external environments.
Business entities regularly communicate with internal and external stakeholders TNB Safety & Health Policy
with up-to-date risk information and timely feedback is collated for continual
improvement. It is the role of the business entity to ensure risk management TNB Environmental Policy
forms part of, and not separate from, its objectives, governance, leadership and
commitment, operations and performance management. TNB Security Policy
In light of the pandemic, the Risk Management Department continued to engage TNB Communication Policy
and communicate with approximately 1,700 executives through 24 webinars
(twice monthly) in the year under review. These 30-minute webinars aim to TNB Personal Data Protection Policy
strengthen employees’ risk-thinking mindset through practical applications
of the TNB Risk Management and TNB Business Continuity Management TNB Disciplinary Procedures
frameworks. Moreover, videos of TNB C-Suites communicating their tone from
the top and emphasising the benefits of effective risk management were
TNB Group Financial Policies and Procedures
produced in the year under review. These videos are uploaded into TNB Livewire
for easy viewing and download and are showcased at relevant platforms such
TNB Group Human Resource circulars and guidelines
as webinars and risk review workshops. Continuous efforts are ongoing to
reach out to employees at all levels to integrate risk management into daily
operations.
FINANCIAL AND OPERATIONAL CONTROL FRAMEWORK
CULTURE
TNB Group Financial Policies and Procedures (GFPP) serves as a compulsory
In the year under review, the risk culture described in the TNB Risk Management source of reference for the Group in conducting its operations to manage
Framework was reviewed for consistent application of the six (6) TNB core associated risks. The Group has acted in accordance with generally
values and behaviours that were launched in the previous year. The application accepted accounting principles and the Malaysian Financial Reporting
of these core values and behaviours were described in a risk management Standards. Periodic reviews of actual performance versus budgets, targets,
context to provide clear guidance and communicate the expected behaviour of and performance in prior periods for key functions and major initiatives are
employees in building a sustainable risk culture. carried out and appropriate mitigating and follow-up actions are taken.
The Board Audit Committee (BAC) reviews the Group’s quarterly financial identifying the digital vision and value levers for ten key business entities.
performance together with Management and these are subsequently Second, developing a clear plan on attracting and developing the right digital
reported to the Board. The quarterly reviews enable the BAC to deliberate talent and for culture change; third, enhancing digital architecture readiness
and assess the Group’s financial results and operational performance. that supports business imperatives; fourth, establishing a digital operating
model, factory and skills hub to host critical in-demand skills and fifth, building
TNB continues to proactively engage with relevant stakeholders for a governance and value realisation framework.
smooth implementation of the IBR framework and ICPT mechanism. The
performance of the regulated business is meticulously monitored through MANAGEMENT INFORMATION SYSTEMS
the IBR performance indicators and dashboards. These are reported
regularly to relevant decision-making committees to ensure effective Leveraging on information and communication technology is vital in promoting
implementation of the IBR framework as well as to the Energy Commission effective and efficient business operations as well as timely and accurate
in compliance with the IBR guidelines. communication with internal and external stakeholders.
The procedures for critical functions and key activities are documented,
communicated to employees and periodically reviewed. Relevant business Examples of key information systems utilised by the Group for that
entities have been consistently maintaining its certification in ISO 9001, ISO purpose are:
14001, ISO 27001, ISO 37001, ISO 45001 and ISO 55001. Internal audits are
conducted to ensure compliance with relevant standards and procedures. Enterprise Resource Management System (ERMS)
The TNB Digital Strategy was established to lay the necessary digital
foundations and direction in supporting the Reimagining TNB strategies.
The digital strategy is implemented through five (5) streams; first,
The TNB Corporate Integrity Management System (TCIMS) is in place to The TNB Business Continuity Management (BCM) Framework was developed
improve the integrity culture in the Group, reduce the impact of corruption in alignment with ISO 22301:2019 Security And Resilience – Business
or mismanagement and position TNB at par internationally through a Continuity Management Systems. The framework provides a structured
strategic and structured integrity management system. TNB is certified with approach in managing business continuity in the Group that enables prompt,
ISO 37001:2016 Anti-Bribery Management Systems and has put in place a coordinated and effective response to a crisis while maintaining continuity
management system designed to help prevent, detect and respond to bribery of essential activities as well as protecting human life, assets, reputation and
and comply with anti-bribery laws and voluntary commitments applicable the environment. The framework is the focal point of reference for business
to its activities. Annually, TNB employees complete the Integrity Pledge and entities to formulate and implement business continuity strategies tailored
Conflict of Interest declarations via the Employee Self Service system. to their respective business objectives and critical functions.
In addition, with the launch of the latest edition of the TNB Disciplinary The preparedness and effectiveness of the corporate crisis command
Procedures, 33 training and awareness sessions were conducted and structure, of which President/Chief Executive Officer and TNB C-Suites are
attended by approximately 16,920 employees. These sessions highlighted members, is tested annually through drills. In the year under review, a total
changes in the TNB Disciplinary Procedures and exposed employees to the of four (4) drills were carried out; two (2) being communication drills, one (1)
corporate liability provision for bribery and corruption under Section 17A of functional drill and one (1) full-scale drill conducted virtually. Improvements
the MACC Act 2009 as well as advisory on prudent spending and financial identified in drill post-mortems are implemented to enhance capabilities
management. The sessions were conducted in collaboration with the and readiness.
Malaysian Anti-Corruption Commission (MACC) and the Credit Counselling
and Debt Management Agency (AKPK). The TNB BCM framework and continuity strategies at corporate and
business entity levels have proven crucial in the management of the
TENAGA SAFETY CULTURE pandemic and flood crisis that affected the country in the year under
review. In preparation of the anticipated monsoon season, drills with flood
The Tenaga Safety Culture programme aims to inculcate safety as part of the scenarios were conducted at state and regional levels with collaboration
everyday working culture, transforming it from a mere compliance activity. from relevant business entities to enhance coordination and resiliency.
It is based on four core behaviours, which are ‘Assess’, ‘Comply’, ‘Intervene’
and ‘Actively Caring’. Various initiatives are implemented to instill these core
behaviours in each employee, including a spiritual approach to align good CONCLUSION
safety practices with religious teachings. With the convenience of a mobile
application called HSE Wallet that was developed in-house, employees are The Board has obtained assurances from the President / Chief Executive
encouraged to proactively observe and report unsafe acts or conditions as Officer and Chief Financial Officer that the Group’s risk management and
potential incidents and notices, compounds or lawsuits. internal control system is operating adequately and effectively, in all
material aspects. Where weaknesses have been identified, steps to rectify
In the year under review, the Nampak, Dengar & Rasa Selamat (NDRS) them have been put in place.
programme was launched to reinforce strong safety culture values in
all employees. The NDRS programme encourages employees to be The Board is of the view that the risk management and internal control
sensitive to their surroundings, evaluate potential health and safety risks, system in place for the year under review and up to the date of approval
comply with safety requirements and take proactive action to prevent of this statement for inclusion into the annual report, is adequate and
risks from materialising. The NDRS framework includes three elements, effective to safeguard shareholders’ investment, the interests of customers,
which are engineering, education and enforcement, and is supported by regulators and employees, and the Group’s assets.
a consequence management process that rewards safe behaviour and
practices and penalises non-compliance.
REVIEW OF THE STATEMENT
CUSTOMER EXPERIENCE BY EXTERNAL AUDITOR
With attention to customer centricity, a variety of channels, utilising As required by Paragraph 15.23 of the Bursa Malaysia Securities Berhad
the “Click, Call, Come Over” framework, is made available to customers. Main Market Listing Requirements, the external auditors have reviewed
The framework covers a wide range of touch points that enable quality this Statement on Risk Management and Internal Control. Their limited
solutions, services and continuous interaction options to enhance customer assurance review was performed in accordance with Audit and Assurance
experience. A systematic approach is in place for timely resolution of Practice Guide (AAPG) 3 issued by the Malaysian Institute of Accountants.
feedback such as service requests, complaints, comments, enquiries and AAPG 3 does not require the external auditors to form an opinion on the
concerns. In addition, the myTNB web portal and mobile application adequacy and effectiveness of the risk management and internal control
are available to customers to manage their electricity account(s) in one systems of the Group.
location. myTNB allows customers to make express payment of electricity
bills without needing to log in. With the increased use of digital platforms This statement is made in accordance with the resolution of the Board of
during the pandemic, there has been a significant increase in the number of Directors dated 24 February 2022.
registered users in myTNB to approximately 5.5 million users from 1.0 million
users in 2019, where customers are empowered with greater flexibility and
information to manage electricity usage.
Utilisation of Proceeds Raised from Corporate Proposals by the Company during the Financial Year under review:
A Multicurrency Sukuk Issuance Programme of USD2.5 billion (Or its Equivalent In Other Currencies) by TNB Global Ventures Capital Berhad
with TNB as the Obligor
First issuance on 10 October 2016 USD750.0 million
Total utilisation of proceeds as at 31 December 2021 USD717.1 million
Balance of proceeds as at 31 December 2021 USD32.9 million
Second issuance on 1 November 2018 USD750.0 million
Total utilisation of proceeds as at 31 December 2021 USD592.2 million
Balance of proceeds as at 31 December 2021 USD157.8 million
There were no material contracts entered into by the Company and its Subsidiaries involving the interest of the Directors or Major Shareholders, either
still subsisting at the end of the Financial Year or, if not then subsisting, entered into since the end of the previous Financial Year.
The Group has established appropriate procedures to ensure it complies with the MMLR with regards to related party transactions. All related party
transactions are reviewed by the Group Internal Audit Department, following which a Group-Wide Report is submitted to BAC on quarterly basis for
monitoring purposes. The Group did not seek any mandate of its shareholders pertaining to related party transactions during the Financial Year under
review.
STATEMENT ON COMPLIANCE WITH THE REQUIREMENTS OF BURSA MALAYSIA IN RELATION TO APPLICATION OF PRINCIPLES AND ADOPTION OF
BEST PRACTICES LAID DOWN IN THE MALAYSIAN CODE ON CORPORATE GOVERNANCE 2021
(Pursuant to paragraph 15.25 of the MMLR)
The Board has reviewed, deliberated and approved this Statement. The Board is pleased to report to its shareholders that to the best of its knowledge, the
Company has complied with and shall remain committed to attaining the highest possible standards of corporate governance through the continuous
adoption of the principles and best practices of the MCCG and all other applicable laws, save as disclosed above.
Signed on behalf of the Board of Directors in accordance with their resolution dated 24 February 2022.
05
SUSTAINABILITY
STATEMENT
FY2021 has been an unprecedented year for the nation - as Malaysia continued its battle against the COVID-19 pandemic by ramping up on vaccination rates and
trying to adapt to the new normal, we were hit by one of our worst floods since 2015. During this period, we remained steadfast in our commitment to support
the community in the immediate term, whilst tackling the challenges of energy transition to drive sustainable growth that will create value for all stakeholders
in the mid-to-long-term. The path towards sustainability is an important and exciting journey which seeks to power a brighter future for all. With the launch of
our Sustainability Pathway and bold aspiration to achieve net zero by 2050, we stepped up our efforts and established numerous sustainability targets through
a roadmap which is reinforced through group-wide discipline and creative stewardship that will transform how TNB will deliver efficient, secure, clean and
affordable energy across all our operations.
As one of the utilities in the ASEAN region to commit to net zero by 2050, we now focus our efforts in electrification, digitalisation, and decarbonisation driving
measurable value across our sustainability pillars – governance, economic, environmental and social. In this Sustainability Statement (Statement), we share our
sustainability performance for the financial year ended 31st December 2021 (FY2021), including our strategies and targets moving forward.
Our Statement continues to integrate the elements of Bursa Malaysia’s Main Market Listing Requirements (MMLR) and other local and global frameworks and
benchmarks in our disclosure:
Bursa Malaysia Global Reporting Initiative GRI Electric Utilities Sector Task Force on Climate- United Nations
Sustainability Reporting (GRI) Standards: Disclosures related Financial Sustainable Development
Guide (2nd Edition) Core Option Disclosures (TCFD) Goals
framework (UN SDGs)
The scope and boundary of sustainability disclosures have been expanded to include all our subsidiaries (TNB Group). Where information is unavailable, we
will cover our core and non-core business operations in Peninsular Malaysia under the purview of TNB divisions (TNB Company). Unless otherwise stated, this
Statement excludes joint ventures and supplier activities.
External assurance was not sought for this Statement. Nevertheless, we aspire to continue our journey in adopting best practices by seeking external assurance
for our future sustainability disclosures.
Our Statement contains data from the full financial year of FY2021 from 1st January 2021 to 31st December 2021. Where data for FY2021 is not available, the most
recent data is provided. More information will be disclosed in our upcoming Sustainability Report 2021.
We have enhanced our Statement to better illustrate our sustainability performance and initiatives against our commitments and targets. The key enhancements
are as follows:
Sustainability at TNB • Established TNB’s Sustainability Pathway 2050 (SP2050) outlining a clear roadmap with decadal targets and
key environmental, social and governance & economic (ESG) metrics to guide our sustainability journey for
the next 30 years.
• Expanded our UN SDG Contributions from four (4) to eight (8) SDGs.
• Disclosed our ESG Ratings performance.
• Enhanced governance structure across the Board and Executive level to spearhead TNB’s sustainability
strategy across the Group.
Environmental Sustainability • Conducted strategic engagements with key internal and external stakeholders to address concerns and
obtain buy-ins on new targets and aspirations.
• Enhanced our TCFD disclosure in line with our efforts in developing SP2050.
Empowering our People and • Highlighted our newly introduced TNB Ways of Working Sustainably (WoWS) as part of our shift towards a
Nurturing Talent more sustainable work culture.
Brighter Community • Highlighted TNB’s engagement and efforts towards the indigenous community, critically balancing
sustainable growth and socioeconomic benefits.
82.89%
Performance for wholly and
3,441.62MW
For domestic (including Sabah)
programmes
RM39.57
majority owned power plants in
million
and international
Peninsular Malaysia
*The above figure excludes investments in
GHG Emissions Mitigated employee training and development
System Availability
87%
GHG Emissions Intensity
0.55 8
*2 are TNB employees and
6 TNB contractors.
tCO2e/MWh Learning and
Spent on Procurement For TNB operations in Peninsular Malaysia
98%
Development Investment
on local suppliers
Waste Generation RM65.53
47,829 million
tonnes Employee Engagement Score (EES)
85%
TENAGA NASIONAL BERHAD • Integrated Annual Report 2021 129
About This Report We Are TNB From Our Leadership Creating Continued Value
SUSTAINABILITY AT TNB
Our sustainability strategy is rooted in our Sustainability Pillars, as well as our corporate strategy, Reimagining TNB 2025 (RT). We continue to broaden our
contributions to the UN SDGs. This year, we have expanded our SDG contributions with the inclusion of four (4) additional SDGs, which are SDG3-Good
Health and Well-being, SDG4-Quality Education, SDG9-Industry, Innovation and Infrastructure, and SDG10-Reduced Inequalities. We hope the alignment of
our strategic priorities will enable us to increase value creation for our stakeholders and the nation.
in Malaysia and
Environmental Winning the Customer
Defines our commitment to minimise our
internationally Relates to our commitment to not only provide reliable
environmental impacts and address climate change supply of electricity but to become a customer-centric
risks and opportunities towards achieving net organisation which offers meaningful customers’
zero by 2050 under the theme “Environmental experience by meeting all our customers’ energy-
Sustainability”. related needs along with the best service delivery.
In enhancing our corporate strategy, RT, we launched our SP2050 which further outlines our bold aspiration to achieve net zero emissions and be coal free
by 2050.
Targets
Strategic Pillars
SUSTAINABILITY AT TNB
Governance Structure
A strong sustainability governance and leadership structure are vital to spearhead our sustainability agenda and provide us with clear and definitive
guidance to achieve our ambitious net zero aspiration. Our sustainability governance is an expansion of TNB’s Governance Model that is aligned with the
principles of the Malaysian Code on Corporate Governance (MCCG).
In FY2021, TNB Group Governance Platform, which is the framework of TNB management committees and sub-committees was revised to delineate clear
roles and responsibilities at each level of leadership, enabling seamless decision making and implementation of sustainability across the organisation. The
previously known Sustainability Development Committee is now reformed to be the Sustainability Development Council (SDC) with the following objectives:
The SDC which is chaired by TNB’s Chief Executive Officer (CEO) and comprises TNB’s senior management team, had convened twice in FY2021. Commencing
in FY2022, the SDC will meet every two (2) months to discuss relevant sustainability matters. The SDC will escalate the group strategic direction for
sustainability to other relevant committees and/ or the Board of Directors for approval when necessary.
Group Function and Business Units Corporate Strategy & Sustainability Department
• Implementation of sustainability strategy and Report sustainability Ensures overall strategic planning, target setting, and
performance to
initiatives Corporate Strategy sustainability initiatives are tracked and reported through
• Manage sustainability related risks and opportunity & Sustainability comprehensive performance reporting, and are aligned
Department
to long-term sustainability roadmaps
SUSTAINABILITY AT TNB
Remuneration policies
The Board, with the assistance of the BNRC, reviews the overall remuneration policy of the Non-Executive Directors, Executive Director and top management.
The remuneration policy aims to attract, retain and motivate Directors and top management who will create sustainable value and generate returns for
the Company. Their remuneration packages are structured to link rewards to corporate and individual performance to reflect the contributions towards
the Group’s achievements for the year.
In FY2021, TNB embarked on a phased approach to link remuneration to key sustainability KPIs to ensure accountability from the different levels of management
and steer the Group’s sustainability performance. Moving into FY2022, we will cascade our ESG KPIs to the senior management team as follows:
• TNB ESG rating score
• Zero fatalities and LTIF rate <1.0
• Installed RE capacity
For more information, please refer to Board Leadership and Effectiveness section, pages 86 to 96.
Uphold the highest ethical Fair, honest and transparent - in Always seek to achieve mutual
standards and do what is right, all everything we do benefit for the country, company and
the time customers
In FY2021, we conducted:
• Two (2) sessions of TNB Integrity Coordinator’s Workshop.
• One (1) session of Mediation Process Training.
• One (1) session of Taklimat Integriti & Seksyen 17A Akta Suruhanjaya Pencegahan Rasuah Malaysia (SPRM) for our vendors.
• Two (2) Awareness Videos for our vendors and for Perubahan dalam Prosedur Tatatertib Edisi Ketujuh, 2021.
• 33 sessions of Integrity roadshows on the Prosedur Tatatertib TNB Edisi Ketujuh, Pengurusan Kewangan & Liabiliti Korporat.
TNB Integrity Health Index • We introduced the Integrity Health Index (IHI) survey and developed the IHI Dashboard in FY2021.
Moving forward, we intend to review our Code of Ethics and develop Organisational Anti-Corruption Plan. To further reinforce the institutionalisation of
integrity in TNB, our management has incorporated the Integrity Health Index (IHI) as part of their Key Performance Indicator in FY2022. The objective of IHI
is to measure and capture relevant information on different attributes and dimensions of integrity health status and performance of the company’s integrity
health system.
For more information, please refer to Ethics, Integrity & Trust, pages 98 to 99.
SUSTAINABILITY AT TNB
TNB’s material sustainability matters reflect key topics that represents our most significant impacts on the economy, environment, and people, including
human rights. With an in-depth understanding of our material matters, we can better define our strategies and resource allocation plans, thereby positioning
TNB to implement meaningful actions and anticipate sustainability challenges.
Our determination of material matters begins with listening to and communicating with our diverse set of stakeholders to understand their concern.
Thereafter, we bring these considerations into our materiality processes.
To see how we engage with our stakeholders, please refer to Creating Value through Strong Governance, pages 108 to 111.
A comprehensive materiality assessment was conducted in FY2020 involving key internal stakeholders’ inputs and syndication with external stakeholders
to develop our materiality matrix. This year, we reviewed our materiality matrix with our top management and SDC to ensure continuous relevance and
alignment to TNB’s strategies, industry developments, emerging risks and opportunities, and stakeholder concerns.
The existing material sustainability matters of TNB were reviewed based on the following: We reviewed the The key stakeholder
priority of each material groups and material
Internal factors: External factors: sustainability matter matters were reviewed
Strategic direction and sustainability Bursa’s Sustainability Reporting Guide based on the level and validated with the
strategy of the Group as well as (2nd Edition) and the GRI Standards, of importance to the Senior Management,
identification of interests and concerns industry trends, leading practices from business and its impact SDC and the Board of
through stakeholder engagements. peer benchmarking, and media reviews. on the economy, Directors.
environment, and
people.
As a result, a refreshed list of potential sustainability matters was defined.
Business and
in the previous year. The key Financial
Customer Experience
change during the year was the Performance
repositioning of one material Reliable Energy and Fair Tarif
matter - “Rights of Indigenous Climate Change and
Energy Transition and Innovation Energy Efficiency
People” which was shifted from
Importance to TNB’s Stakeholders
Legend: High priority Medium priority Low priority Economic Environmental Social
SUSTAINABILITY AT TNB
We have mapped the 18 prioritised material matters for FY2021 to our corporate strategy, direct and indirect contributions to the UN SDGs, and our 11 strategic risks.
For more information on TNB’s risk management, please refer to the Statement on Risk Management and Internal Control section, pages 118 to 122.
Sustainability Pillar Material Matter Link to Strategic Risks Link to RT and UN SDGs
Responsible and Ethical Business • Inability to keep pace with global ESG
Practices frameworks
• Unfavourable energy transition and climate
GOVERNANCE Ensuring robust corporate change policies and regulations
Strong Leadership and governance in TNB • Unfavourable Incentive Based Regulation
Governing Responsibly (IBR) regime implementation & outcome
• Ineffective capital allocation to maximise
• Reinforce ethical and value creation
safe business culture • Failure to ingrain TNB culture in employees’
behaviour in supporting Reimagining TNB
strategy
• Regulatory uncertainty
SUSTAINABILITY AT TNB
Capital Allocation and Corporate and Digital and Culture, Capabilities and
Legend:
Value Creation Organisation Structure Data Analytics performance management
Sustainability Pillar Material Matter Link to Strategic Risks Link to RT and UN SDGs
SUSTAINABILITY AT TNB
We have mapped the 18 prioritised material matters for FY2021 to our corporate strategy, direct and indirect contributions to the UN SDGs, and our 11 strategic risks.
Sustainability Pillar Material Matter Link to Strategic Risks Link to RT and UN SDGs
Energy Transition and • Inability to keep pace with global ESG frameworks
Innovation • Unfavourable energy transition and climate
change policies and regulations
ENVIRONMENTAL Contributing to the national • Unfavourable IBR regime implementation & outcome
Environmental RE target and driving
Sustainability • Drop in electricity demand
innovation to anticipate
• Unable to be competitive & sustainable in non-
changing trends and build
• Support transition to a regulated businesses (international & domestic)
business resilience
low-carbon economy • Inability to be the electricity provider of choice
• Minimise environmental • Ineffective capital allocation to maximise value
impact
creation
Environmental Management • Inability to keep pace with global ESG frameworks
• Unfavourable energy transition and climate
Ensuring compliance and change policies and regulations
effective management of • Unfavourable IBR regime implementation &
environmental impacts outcome
• Regulatory uncertainty
Climate Change & Energy • Inability to keep pace with global ESG frameworks
Efficiency • Unfavourable energy transition and climate
change policies and regulations
Efforts to address climate • Drop in electricity demand
change impacts and manage • Inability to be the electricity provider of choice
greenhouse gas (GHG)
emissions
SUSTAINABILITY AT TNB
Capital Allocation and Corporate and Digital and Culture, Capabilities and
Legend:
Value Creation Organisation Structure Data Analytics performance management
Sustainability Pillar Material Matter Link to Strategic Risks Link to RT and UN SDGs
Safety, Health and Well- • Catastrophic disruptions from external factors
being • Inability to keep pace with global ESG frameworks
• Unfavourable IBR regime implementation &
SOCIAL Promoting a working culture outcome
Empowering our People that upholds high standards • Inability to be the electricity provider of choice
and Nurturing Talent of occupational health and • Gaps in workforce capabilities to deliver RT
safety, and protects employee strategy
• Foster a favourable welfare • Failure to ingrain TNB culture in employee’s
working environment behaviour in supporting RT strategy
that boosts employee
morale and Capability Development • Unfavourable energy transition and climate
development change policies and regulations
• Protect safety, health Development of technical and • Unable to be competitive & sustainable in non-
and well-being of our leadership skills for a future regulated business (international & domestic)
employees ready workforce • Gaps in workforce capabilities to deliver RT
strategy
Brighter Community • Failure to ingrain TNB culture in employees
behavior in supporting RT strategy
• Enrich the lives of Employment Culture • Ineffective capital allocation to maximise value
communities by creation
driving socioeconomic Creating a diverse and • Gaps in workforce capabilities to deliver RT
upliftment inclusive culture while closely strategy
engaging with our employees • Failure to ingrain TNB culture in employees
behavior in supporting RT strategy
Rights of Indigenous People • Inability to keep pace with global ESG frameworks
• Unfavourable IBR regime implementation and
Engaging with Indigenous outcome
Peoples and respecting their
rights
SUSTAINABILITY AT TNB
We align our metrics, targets and key initiatives for each material matter with the global agenda. The table below showcases our performance thus far and
defines our future focus areas for our long-term sustainability commitment.
UN SDG 4 • Number of students and • Number of students enrolled in • To improve our education
Quality Education trainees in TNB education and UNITEN: 6,681 students framework, facilities, and
learning centres • Number of individuals and TNB funding in supporting quality
• Expenditures on scholarships employees trained by ILSAS: education for all
We provide quality education and convertible loans 36,807 trainees • Enhancing digitalisation
and financial support to the • Number of scholarship and in education for a better
community convertible loans recipients: experience and reachability
10,039 students
• Spent on scholarships and
convertible loans: RM126.01
million
UN SDG 7 • Increase RE capacity to 8.3GW • Total renewable energy • Growing RE assets, both
Affordable and Clean by 2025, (including large hydro) generation capacity: 3,441.62MW domestically and internationally
Energy • Maintain System Average • SAIDI in Peninsular Malaysia at • Expanding Large Scale Solar
Interruption Duration Index 45.25 minutes/customer/year (LSS) and solar photovoltaics
We prioritise energy efficiency, (SAIDI) under 50 minutes/ • System Availability: 99.79% (PV) rooftop installations to
clean energy technology and customer/year through SAIDI 50 • Equivalent Availability Factor boost the solar manufacturing
related infrastructure initiative (EAF): 82.89% performance for sector
wholly and majority-owned • Optimising assets to enhance
power plants in Peninsular system and supply reliability
Malaysia which contributes to
• Transmission system minutes: affordability
0.086 minutes • Enhance GOTF to ensure grid
stability and security to support
variable RE
UN SDG 8 Decent • Tax and zakat contributions • Group Revenue for FY2021: • Sustain strong revenue growth
Work and Economic • Install 9 million smart meters RM52,629.50 million that subsequently leads to high
Growth across Peninsular Malaysia • Group Tax and zakat for FY2021: tax and zakat contributions
in phases under Advanced RM1,036.10 million • Reskilling employees to be
Metering Infrastructure (AMI) (excluding deferred taxation) well equipped for greater
We promote sustainable initiative by 2026 • Smart meters installed in digitalisation and automation
business performance and create FY2021: 1.8 million • Enhancing digital connectivity
employment opportunities to promote inclusive
development
SUSTAINABILITY AT TNB
UN SDG 9 • Allocate around 3.5% of our • Percentage of PAT for R&D • Formation of a centralised
Industry, Innovation PAT for our research and investment: 2.41% Technology Council in the end
and Infrastructure development (R&D) activities of FY2021 to manage R&D more
effectively
We build infrastructure, • Develop electric vehicle
and develop innovation to (EV) charging infrastructure
accommodate socio-economic nationwide
growth and low-carbon transition • Expanding on R&D and
of the nation innovation on clean and green
energy
UN SDG 10 • Increase the percentage of • Women in senior management • Continue to empower women
Reduced Inequalities women in senior management role: 23.1% employability and presence
role in management level through
talent and training programmes
We combat inequality regardless
of gender, race, religious beliefs
or economic status within our
organisation
UN SDG 13 • 35% emission intensity • Total GHG emissions mitigated: • Promote energy efficiency
Climate Action reduction by 2035, from base 7.96 million tCO2e • Assessment of Scope 3 GHG
year FY2021 • Total GHG emissions (Scope 1 emissions
• Halve coal generation capacity and 2): 39.99 million tCO2e
We support Malaysia’s by 2035 • Energy savings from 12 TNB
commitment to the Paris • Net zero emissions & coal free buildings: 8,092.20MWh
Agreement and seek to mitigate by 2050 • GHG emissions intensity:
our GHG emissions and 0.55 tCO2e/MWh
environmental impacts, as well as
adapt to climate risks
UN SDG 17 • Commit 1% of our PAT for • Percentage of PAT spent for • Strengthening partnerships
Partnerships for the community programmes community programmes: 1.02% and collaborations for
Goals • Total expenditure on • Total contribution to community community development and
community development development programmes: environmental management
We continue to form partnerships programmes RM39.57 million
with key stakeholders with • Establish a wide range of • Partnership with Ministry of
the objectives to meet future partnerships to promote Rural Development to provide
industry demands and contribute accessible and clean energy as electricity infrastructure in rural
positively to the environment and well as uplift the communities areas
the community
SUSTAINABILITY AT TNB
ESG Ratings
We recognise that sustainability is an ongoing journey to which continuous efforts are needed to support the global agenda in mitigating climate change
and achieving the SDG Goals. Various international rating agencies and analysts monitor and rate TNB’s sustainability performance based on different sets
of methodologies. These ESG ratings inform and influence the investor community as well as other interested stakeholders of TNB’s key sustainability risks
and opportunities as well as current performance. This year, for the first time, we have disclosed our key sustainability ratings so as to improve transparency
and credibility among our stakeholders. We at TNB aspire and are committed to strengthen these ratings in the near future.
TNB’s MSCI ESG rating Score FY2021 TNB’s FTSE Russell ESG Rating Score for FY2021 TNB’s CDP Climate Change Score for FY2021
BBB 3.0 D
TNB has also received awards and recognitions over the years for its sustainability reporting and performance. TNB’s FY2021 recognitions include:
World Branding Australasian Reporting Awards Annual Reports Competition (ARC) National Annual Corporate Report
Award (ARA) International Awards Awards (NACRA)
Brand of the Year 2021 in the 14th edition Won a gold, silver, and special award Two gold and a silver award in the Gold award at the 2020 National
of the prestigious World Branding at the Australasian Reporting Awards 34th Annual Report Competition (ARC) Annual Corporate Report Awards
Awards by London-based World (ARA) 2021. International Awards, organised by (NACRA), which was jointly organised
Branding Forum (WBF). New York-based MerComm Inc. by Bursa Malaysia Berhad (Bursa),
• Gold awards for our Integrated Malaysian Institute of Accountants
TNB began receiving Brand of the Year Annual Report 2020. Previously, • Gold awards in the Non- (MIA) and the Malaysian Institute of
recognition for the “Energy-Power TNB was awarded gold in the year Traditional Annual Report Electric Certified Public Accountants (MCPA).
category in 2014 and received the 2017 and 2018, and bronze in 2016. Power Company and Interior
same award consecutively in 2018, Design: Electric Power Company
2019, 2020 and 2021. • Silver award in Sustainability categories,
Reporting.
• Silver award for Cover Photo/
• Special award for Health and Design: Electric Power Company
Safety Reporting. category.
i. Easy Payment Plan (EPP) for eligible residential customers until 31st December 2021
Due to the challenges arising from the COVID-19 pandemic, together with the Government, TNB continued to proactively provide various forms of support to our
customers and the communities.
Details of our FY2021 initiatives in supporting the National Recovery Plan (NRP):
1st January – 31st Easy Payment Plan Between 1st January 2021 to 31st December 2021, residential customers (Tariff A) were given the
December 2021 (EPP) Extended Relief flexibility to pay bills at 70% of the current charge amount. The remaining 30% of the charge will be
Package divided equally to be paid over a period from January 2022 to December 2022.
1st January – Pakej Bantuan The Government of Malaysia introduced Pakej Bantuan Perlindungan Ekonomi & Rakyat Malaysia
31st March 2021 Perlindungan Ekonomi (Pakej Bantuan PERMAI 2021). Under this package, six (6) selected commercial sectors that have
dan Rakyat Malaysia been severely affected by the COVID-19 pandemic received a 10% discount on their electricity bills
(Pakej Bantuan PERMAI from 1st January until 31st March 2021. The six (6) business sectors are: hotel operators, theme parks,
2021) convention centers, shopping malls, local airline offices and tour and travel agencies.
The electricity bill support initiative, which was first announced under the PERMAI package has now
been extended under the PEMERKASA and PEMULIH packages.
1st April – Program Strategik PEMERKASA is an extension of Pakej Bantuan PERMAI 2021, whereby the electricity bill discount of
30th June 2021 Memperkasa Rakyat 10% for hotel operators, theme parks, convention centres, shopping malls, local airline offices and
dan Ekonomi tour and travel agencies was extended for an additional 3 months until 30th June 2021.
(PEMERKASA)
1st July – Program Strategik PEMERKASA Plus provides an additional 3 months extension from the PEMERKASA package until
30th September Memperkasa 30th September 2021. Types of tariffs eligible for the discount are Tariff B, C1, C2 and Special
2021 Rakyat dan Agreements that have been approved by the Government.
Ekonomi Tambahan
(PEMERKASA Plus)
1st July – Pakej Perlindungan The electricity bill discount under the PEMULIH Package is given for a period of three (3) months for
31st December Rakyat dan Pemulihan electricity consumption from 1st July 2021 to 30th September 2021 for residential users (Tariff A) up to
2021 Ekonomi (PEMULIH) 900kWh per month and low voltage small and medium enterprises (SMEs). PEMULIH offered targeted
discounts to 9.1 million residential and non-residential users.
• 7.4 million residential customers enjoyed discounts between 5% to 40% for a span of three (3)
months. The rate of PEMULIH Electricity Discount for residential customers (Tariff A) in Peninsular
Malaysia as detailed below:
Electricity usage Total Residential PEMULIH Electricity
Electricity usage (RM)
(kWh) Customers Discount
1kWh - 200kWh RM43.60 and below 2.9 million 40%
201kWh - 300kWh RM43.93 - RM77.00 1.4 million 15%
301kWh - 600kWh RM77.52 - RM231.80 2.4 million 10%
601kWh - 900kWh RM232.35 - RM395.60 0.7 million 5%
• 1.6 million SME customers in the low voltage commercial, industrial, and specific agricultural
categories received a 5% discount.
Commercial consumers from the six (6) selected business sectors continued to receive 10% electricity
discount from 1st October 2021 to 31st December 2021 under the PEMULIH Package.
Stimulating the Economy Collectively, these game-changers are expected to deliver a significant
The six (6) game-changers introduced in FY2020 lay out the key focal areas in economic impact between FY2021 to FY2030 by contributing an estimated
which TNB can influence and drive socio-economic revival: RM120 billion in Gross Domestic Product (GDP), and providing up to 4.5
• Catalysing the economy through Grid of the Future million skilled employment opportunities.
• Building a Global Solar Manufacturing Hub
• Raising National Competitiveness through Energy Efficiency Safeguarding Our Employees
• Making Malaysia the Electric Vehicle Hub for ASEAN As the major electricity provider of the nation with approximately 35,000
• Electrifying Mobility for Malaysia Advancing Connectivity for Our Digital strong workforce, we are dedicated to ensure that the occupational health
Economy and safety of our people is of utmost priority and not jeopardised in ‘keeping
• Reskilling Malaysia by Embracing the Future of Work the lights on’, even in the midst of a pandemic. Consequently, the following
measures and controls have been implemented:
TNB COVID-19 Vaccine • Promote, campaign and create awareness amongst employees to register 99% of warga TNB are fully vaccinated.
Management Task for vaccination, and address concerns raised by employees related to
Force (CVTF) vaccination.
• Plan, implement and monitor the vaccination enrollment for TNB
employees.
• Coordinate with existing Pusat Pemberian Vaksin (PPVs) and closely
monitor the vaccination availability and progress of TNB employees.
• Work closely with relevant agencies to coordinate the purchase of
vaccines for TNB employees.
• Responsible to periodically report vaccination progress in TNB to senior
management.
The ASEAN region is gearing towards energy transition through efficient During the COVID-19 pandemic, Renewable Energy (RE) proved to be a fast
equipment and digitalisation of the electricity sector. TNB, in tandem growing source of energy as it gained global market share amidst the volatile
is seeking to digitalise the electricity infrastructure to improve power supply and demand dynamics. In this regard, the international market offers
security and adopt cleaner energy generation sources in future. abundant opportunities for renewables growth and strategic partnerships.
Internationally, we have a presence in energy-related assets in countries High reliability and quality of electricity supply remain a key factor to
such as Turkey, Kuwait, Saudi Arabia, Pakistan, and the United Kingdom support the national economic recovery post-pandemic. Despite the
(UK). Our growth strategy focuses on markets in the UK, European and South challenges faced in 2021, TNB continues to prioritise improvement of our
East Asia region emphasising on RE assets and technologies to enable our business operations to provide reliable electricity across the value chain.
energy transition. We target to achieve a total of 8.3GW RE globally by 2025,
comprising 5.2GW RE internationally and 3.1GW domestically. Business Continuity Management
Business Continuity Management (BCM) practices are established to
Key Initiatives Descriptions safeguard human lives, assets and the environment in a crisis or disruption,
both natural and technological. TNB’s BCM Framework is the basis on
Setup Vantage RE In July 2021, formed Vantage RE to drive RE growth
which divisions, including power plants, customise and implement their
in the UK and European market.
respective business continuity and emergency response plans. The
Partnership with In October 2021, we developed a strategic effectiveness of these plans are tested at each level of the organisation, from
Électricité de partnership with EDF through acquisition of 49% corporate headquarters to zones and states. Drills were conducted with
France (EDF) stake in EDF’s UK offshore wind farm company (Blyth various scenarios such as wide-area electricity disruptions, cyber security
Offshore Demonstrator Limited (BODL)). The wind intrusions, floods and pandemic. Our Cyber Security Operating Model, ISO
farm has been in operation since 2017 under the 27001:2013 Information Security Management System (ISMS) and Payment
Renewable Obligation Certificates (ROC) subsidy Card Industry Data Security Standard (PCI DSS) certification are also in place
regime that is expected to provide stable revenues. to ensure the confidentiality, integrity and accessibility of TNB’s information
are well protected.
BODL currently owns offshore wind assets including
five turbines with a total installed capacity of Asset Optimisation
41.5MW and further development rights for a Grid of The Future, one of the four RT pillars, is an essential strategy for us
floating offshore wind project of up to 58.4MW. to strengthen our position in the energy transition. The integrated strategy
Divestment TNB continues to streamline its international on advancing and digitalising our distribution network system allows us
portfolio and seeks to monetise assets in non- to accommodate increased renewables in providing sustainable energy
focus markets such as the India and Pakistan, as solutions. Grid modernisation initiatives optimises our assets to improve
seen in the divestment of compulsory convertible power distribution system reliability and efficiency while also paving the
debentures (CCD) issued by India-based GMR way for adoption of new disruptive technologies such as bi-directional
Bajoli Holi Hydropower Private Ltd, and TNB Power power flows from distributed generation, grid storage, and smart meters.
Daharki Ltd in Pakistan.
Our Asset Management Plan is ISO 55001:2014 Asset Management
- Management Systems – Requirements certified. The Plan charts a
OUR PERFORMANCE FOR FY2021 roadmap to achieve the greatest value from physical assets while the Asset
Performance Management System focuses on the management of the
31.06 10 asset’s entire lifecycle.
80 3.2 Large Hydro
Solar (LSS)
Key Initiatives Descriptions
Substation Repair & Maintenance (R&M) Substation R&M works via drone inspection will reduce high-risk work, enhance team safety and promote
Process Optimisation new ways of working. This initiative is part of the journey towards increasing efficiency and productivity.
Advance Automatic Fault Analysis Provides automatic detection and detailed fault analysis to improve decision making during unplanned
System (AFA) outage and restoration processes.
Substation Digital Intelligent Development of an open data platform to provide ready access to quality real-time data.
Infrastructure (SDII)
Defense Plan Infrastructure Sustains transmission network stability and availability during disturbances and other power system
Previously reported as Wide Area Monitoring contingencies.
System (WAMS) is now incorporated as part of the
Defense Plan Infrastructure
Advanced Distribution Management Supports the full suite of distribution management optimisation.
System (ADMS)
Distribution Automation (DA) Enables remote monitoring and control of network assets to improve CAIDI and SAIDI.
Distributed Generation (DG) Infra Infrastructure that enhances network visibility, transparency, and reliability for all DG connectors.
Pelan Jalinan Digital Negara (JENDELA) Increases accessibility of high-speed broadband services.
Volt-Var Optimisation (VVO) Manages system-wide voltage levels and reactive power flow to enhance network efficiency and reduce
power losses.
Turnaround Programme Unlocks asset potential and enhances the performance of TNB’s power plants.
EQUIVALENT AVAILABILITY FACTOR (EAF) EQUIVALENT UNPLANNED OUTAGE FACTOR (EUOF) TRANSMISSION SYSTEM MINUTES
(%) (%)
PERCENTAGE OF SYSTEM AVAILABILITY SYSTEM AVERAGE INTERRUPTION DURATION SYSTEM AVERAGE INTERRUPTION FREQUENCY
(%) INDEX (SAIDI) INDEX (SAIFI)
Customer Centricity
2021 87%
Customer Centricity
Feed-in Tariff (FiT) A mechanism for RE asset owners to export solar energy produced to TNB grid at 9,481 FiT projects have been
Programme a fixed price. commissioned with an installed
capacity of 533.77MW.
Net Energy Allows customers in Peninsular Malaysia to export excess energy produced from 11,792 NEM participants making up a
Metering (NEM) their solar PV systems back to the grid. total capacity of 794.19MW.
Scheme
Malaysia Malaysia Green Attribute Tracking System (mGATS) is a national marketplace for In FY2021, 612,361MWh of mRECs has
Renewable Energy Malaysia Renewable Energy Certificate (mREC). Sales of unbundled RECs from LSS been contracted.
Certificate (mREC) and hydroelectric plants stopped in November 2021 to make way for the new
Green Electricity Tariff (GET) programme.
Green Energy Tariff myGreen+ is a green energy tariff program which allows customers the option to 256 customers subscribed to
(myGreen+) purchase green energy without having to spend on the high initial investment of 253.30MWh of RE electricity in FY2021
rooftop solar or other forms of RE system installations. Subscriptions are currently through myGreen+.
sold in 100kWh blocks of RE electricity at 8 sen/kWh.
Green Electricity This programme was introduced as an option to enable electricity consumers to Subscriptions for GET programme
Tariff (GET) indirectly purchase green electricity without having to spend on the high initial began on 1st December 2021 for
investment of RE system installations. early reservation and will officially
commence on 1st January 2022. As of
All consumers are eligible for the GET programme which is available in 100kWh 31st December 2021, 232,368MWh has
blocks for residential consumers and 1,000kWh blocks for non-residential been subscribed.
consumers at a rate of 3.7 sen/kWh.
Rooftop Solar PV TNB’s fully owned subsidiary, GSPARX focuses on solar solutions. GSPARX allows In FY2021, GSPARX clinched 49
(GSPARX) customers (residential, commercial and industrial) to install solar PV at zero new contracts with a total installed
upfront cost and enjoy savings via self-consumption. capacity of 35.3MW. This increased
the cumulative secured capacity to
116.3MW.
Supply Agreement TNB offers SARE, a tripartite agreement between TNB, solar PV investor and In FY2021, 368 contracts were
for Renewable customer. SARE enables single convergence billing to customers for energy taken secured by commercial and industrial
Energy (SARE) from TNB grid and the solar PV system. Currently, SARE is offered to commercial, customers through SARE. This
industrial and government sectors in Peninsular Malaysia. resulted in a total SARE contracted
capacity of 127.66MWp.
We have also taken steps to increase energy efficiency awareness among our customers through key initiatives:
Sustainability • We supported the Government through the promotion of the SAVE 2.0 programme which offers RM200 e-rebate vouchers
Achieved via Energy to help customers purchase 4 or 5 Star labelled energy efficient home appliances.
Efficiency (SAVE) 2.0
Energy Efficiency • We collaborated with NGOs to spread awareness on energy savings to school teachers and children.
Awareness • We also supported the ‘Let’s Stay Home, Be Energy Efficient’ competition by Sekolah Kebangsaan Seri Rejo Sari to encourage
Programmes the younger generation to embrace a more sustainable lifestyle.
• TNB collaborated with Kelab Duta Rimba to organise the Electrical Energy Efficiency Awareness Competition which was
participated by 1,562 students nationwide.
Energy Efficiency • In FY2021, a total of 32 energy efficiency online talks were given to various residential and commercial consumers including
Online Talks government association and schools throughout Malaysia.
Energy • TNB Energy Services Sdn Bhd (TNBES) was awarded two (2) EPC projects with Institut Teknologi Petroleum PETRONAS
Performance (INSTEP) and Penang International School (UPLANDS) to improve Energy Efficiency (EE) through investments in energy
Contracts (EPCs) efficient equipment until FY2030.
• The expected annual energy savings from the two (2) EPC projects is approximately 473,402kWh, that is equivalent to 30.3
tCO2e of GHG emission reduction.
We reached our FY2021 target to install 1.5 million smart meters earlier in September 2021. With approval from the Government, we increased our target to
1.8 million smart meters installation, and successfully installed 1,836,919 smart meters in FY2021, with the latest batch being installed in KL Timur, KL Selatan,
Langkawi, Kuala Nerang and Ipoh. Beyond 2021, we target to install 7.5 million smart meters nationwide throughout the Regulatory Period 3 and beyond.
2020 7.06 0.09 TNB Rates and Cost Engineering The platform to standardise rates, Bill of Quantity (BQ)
(TRACE) 1.0 and technical specifications through automation in digital
2021 9.82 0.21 platform replacing the existing manual method.
ENVIRONMENTAL SUSTAINABILITY
In line with our Sustainability Pathway 2050 (SP2050) aspiration, TNB is driven to reach the target of reducing 35% of emissions intensity and 50% of coal generation capacity
by 2035.
Related Material Matters Feature Story Shaping TNB’s Net Zero 2050 Aspiration
• Climate Change and Energy Efficiency As a national electricity utility company, TNB is responsible to ensure reliable supply and delicately
• Energy Transition and Innovation balance socioeconomic considerations and conservation of the environment within our sustainability
• Environmental Management strategy. A robust sustainability plan will enable TNB to stay ahead of industry disruptions, centered
• Natural Resource Consumption on decarbonisation, decentralisation, digitalisation and deregulation while managing the interests
• Waste Management and concerns of our multi-stakeholders.
• Biodiversity Management
TNB’s SP2050 which was unveiled in 2021, sets out our green ambition to achieve net zero emissions by
2050. In addition, we have also pledged to ensure our revenue from coal generation plants does not
exceed 25% of our total revenue. To this end, RE will play a critical role in driving our energy transition
and decarbonisation efforts up to 2035, while emerging green technologies become commercially
viable in the 2030s.
SP2050 was shaped through an iterative process that involved multiple strategic internal and external
stakeholder engagements with our leadership team and Board of Directors, employees and unions,
investors, and government, amongst others. The stakeholder engagements discussed the many
challenges we will undoubtedly face to decarbonise from our current coal-dependent business
model and strategies that we will deploy to achieve our net zero aspiration.
ENVIRONMENTAL SUSTAINABILITY
TNB’s Sustainability Pathway spans over 30 years to become net-zero emission by 2050
Our Target for 2025 Our Commitment for 2035 Our Aspiration for 2050
Build scale in Significant renewable Invest and grow our emerging
renewable generation and generation growth and 50% green technologies including
improve thermal plant reduction in coal generation hydrogen and carbon capture
efficiency capacity & utilisation (CCU)
• TNB targets not to take any new stakes in new coal plants and will honour the existing power purchase agreements
• In tandem, TNB intends to significantly ramp up its RE generation portfolio on the path to be coal-free by 2050
• To achieve net zero, TNB will accelerate investments in emerging green technologies (eg. green hydrogen, CCU) - as soon as it becomes economically
viable
As a part of SP2050, we have identified three (3) strategic pillars to drive our efforts towards mitigating climate change and achieving our net zero aspiration.
For more information, please refer to Our Response to Climate Change - Strategy and Risk Management, pages 153 to 158.
The imminent threats of climate change will impact not only our business sustainability but also the wider economy and well-being of the
community. We believe that every one of us will need to play a role in transforming and decarbonising the energy industry.
ENVIRONMENTAL SUSTAINABILITY
TNB has voluntarily adopted the TCFD framework since 2019 to address potential climate-related physical and transition risks and opportunities on our
business strategy and resulting financial impact. Aligned with the recommendations of TCFD, TNB completed our first climate change scenario planning in
2021 to identify the risks, opportunities and strategies associated with 4°C and 2°C warmer scenarios. Correspondingly, our disclosure narrate our undertaking
across the four (4) core elements recommended by TCFD.
The Board is committed to strategically integrate sustainability across TNB leverages its Risk Management Framework to identify, assess and
TNB’s business and advancing our sustainability efforts, including climate manage enterprise risks. Climate-related risk has been identified as a
change. TNB’s Board will deliberate and approve the sustainability strategy strategic risk to TNB and is being addressed within our ERM Framework.
and pathway while overseeing TNB’s implementation and performance on On top of the ERM Framework, climate-related risks and opportunities are
sustainability - these include the materiality assessment, the scenario analysis managed by ISO 14001:2018 Environmental Management System.
study and SP2050. The SDC and respective Management Committees are
responsible for managing sustainability and climate risks and opportunities We recognise that both climate-related risks and opportunities have
as well as monitoring performance of related initiatives rolled out by TNB, the potential to impact our business. The task force has divided climate-
with oversight by the Board. TNB’s Sustainability Governance outlines clear related risks into two (2) major categories: (1) risks related to the transition
roles and responsibilities in relation to sustainability and climate change for to a lower-carbon economy; and (2) risks related to the physical impact of
each level of leadership. climate change.
The Board Risk Committee (BRC) oversees the establishment and TNB conducted our inaugural climate change scenario analysis based upon
implementation of the risk management framework that is embedded 2° and 4° warmer external scenarios with two (2) pathways modelled:
into the culture, processes and structures of the Group and is responsive to • A net zero pathway adopting hydrogen technology; and
changes in the business environment. Sustainability and climate risks are • A Nationally Determined Contribution (NDC) pathway focusing on low-
included as part of the enterprise risk management process. carbon gas as a bridge fuel.
Moving forward, the Corporate Strategy and Sustainability function will Through our Seeding Fund research project titled Climate Change Action
monitor and report performance against the SP2050 targets and aspiration towards TNB’s Business Resiliency, we have identified nine (9) transition risks
alongside business performance. and five (5) transition opportunities together with the expected exposure
over the short-term (2030) to long-term (2050) horizon. Overall, TNB will
Principles to guide climate action, particularly on GHG emissions, are have high exposure to most transition risks identified by 2050 and this will
covered under our Environmental Policy, Environmental Management need to be addressed via TNB’s Strategic Pillars to ensure TNB maintains it
System, Sustainability Energy Management (SEM) Framework based on the competitive edge and remains resilient.
ISO 50001:2011 Energy Management System, ASEAN Energy Management
For more information on risk management, please refer to our Statement on Risk Management
System (AEMAS) and Grid Green Code of Conduct. and Internal Control, pages 118 to 122 and What Matters Most section, pages 34 to 137.
For more information on sustainability governance, please refer to Strong Leadership and
Governing Responsibly - Governance Structure, pages 131.
Carbon price
Introduction of carbon pricing mechanisms.
Stranded assets
Assets that have suffered from unanticipated
or premature write-downs or devaluation.
Divestment
Investment sell-off.
Talent
Requirement to upskill and reskill talent to navigate new technologies.
ENVIRONMENTAL SUSTAINABILITY
Exposure to litigation
Fines and judgements driven by environmental and climate activism.
Legend: Risk exposure is low Risk exposure is moderate Risk exposure is significant Risk exposure is high
Electrification
Introduction of EV policy aimed at increasing EV uptake.
Legend: Opportunities exposure is low Opportunities exposure is moderate Opportunities exposure is high
Note:
1. Net Zero Scenario is aligned to commitments countries are making, going beyond NDCs to achieve Net Zero Emissions by 2050 and restrict warming to well below 2°C (i.e. Paris Accord).
2. Nationally Determined Contributions (NDCs) is based on the trajectory associated with global commitments that are aligned to current Nationally Determined Contributions (NDCs) to limit the impact of climate.
Physical climate scenario modelling was carried out for three (3) power plants (Janamanjung - Stesen Janakuasa Sultan Azlan Shah Southern Power Generation
- Sultan Ibrahim Power Plant) and a selection of 100 substations as a start. The scenario modelling analysed climate-related failure and damage risks at each
grid point of the asset sites selected to identify the spatial distribution of the eight (8) climate risks across each site.
The summary of the outcome of the scenario modelling for TNB’s assets are as follows:
• 100 substations: Riverine flooding is the dominant hazard
• TNBJ: Coastal inundation is the clear dominant hazard
• SPG: Coastal inundation is the dominant hazard. Surface water flooding is the next most significant hazard
• SJ Sultan Mahmud: Riverine flooding is the dominant hazard
ENVIRONMENTAL SUSTAINABILITY
The physical risks impact of these assets range from low to high in the long-term horizon, i.e. 2050 as shown below:
SJ
SULTAN
Physical Risks 100 substations TNBJ SPG MAHMUD
Coastal Inundation
Rising sea levels and higher incidence of extreme sea events.
Extreme Wind
Changes in wind regimes, sea surface temperature and wind speeds.
Forest Fire
Increased incidence of fire weather due to confluence of days with higher temperatures,
high wind speeds and drier conditions.
Riverine Flood
Increased frequency and intensity of rainfall changing the frequency and intensity of river
flooding.
Soil Movement
Changes in rainfall patterns and drought.
Freeze Thaw
Changes in the annual freeze and thaw cycles resulting from winter periods that trend
close to freezing point.
Heat
New extremes of high temperatures, more frequent hot days and longer-lasting heatwaves.
Legend: Risk exposure is low Risk exposure is moderate Risk exposure is high
Note:
3. A high emission scenario (or ‘business as usual’) as defined by the Intergovernmental Panel on Climate Change (IPCC).
In response to the climate risks and capitalising on future opportunities in the energy sector, TNB’s carbon mitigation strategy is largely focused upon three
(3) strategic pillars of the SP2050 to ensure its resilience against the modelled pathways.
SP2050
Three (3)
Strategic Pillars
ENVIRONMENTAL SUSTAINABILITY
a) Reduce or eliminate emissions • TNB has committed to no longer investing in greenfield coal plants with Jimah East Power Plant, which
from current generation fleet was commissioned in 2019 being the last coal plant in TNB’s generation portfolio. Existing plants will be
phased out upon expiry of their Power Purchase Agreements (PPA).
• We also invest in asset optimisation programmes to further reduce emissions from our current generation
plants and adopting the latest advancement in technologies for our newest plants.
For more information on optimised assets, please refer to Ensuring Reliable Electricity Supply, pages 144 to 145.
b) Invest in Research and • In anticipation of this growing need, we are allocating 3.5% of our forecasted PAT for our R&D activities
Development (R&D) and from FY2022 onwards. This R&D funding will be strictly managed and monitored by the newly established
alternative green energy Technology Council, which is chaired by CEO.
sources
TNB’s future emerging technology focus areas:
For more information on R&D, please refer to Intellectual Capital section, pages 50 to 51 and Innovation & Research and Development, page 160.
c) Leveraging on partnerships • TNB’s collaboration with EDF Renewable enables us to benefit from their extensive experience in offshore
and collaboration wind sector across our focus markets - UK, Europe and Southeast Asia regions.
• TNB participated in a joint study into co-firing ammonia at coal power stations to reduce carbon emissions
with IHI Corporation (Japan) and PETRONAS.
For more information on partnerships, please refer to Sustainable Business Expansion – Green Energy Growth, pages 144 to 145.
a) Expand renewable assets • The progressive transition of our generation portfolio towards low-carbon and renewable energy sources is
within Malaysia, ASEAN, and a fair reflection of our commitment to achieve RE capacity of 8,300MW by 2025. International RE expansion
Europe is a top priority for TNB to thrive in the long-term to significantly ramp up our RE capacity to achieve 66%
capacity mix by 2035.
14% 10%
41% 66%
• Our RE growth strategies encompass three (3) dimension which are detailed below:
• Repowering Roadmap
o We expect the renewables to be built under RT to deliver a 5% reduction in our emission intensity
by 2026.
o By early 2030s, we expect our repowering efforts to cleaner sources would enable a further 18%
reduction in our emission intensity.
o The remaining 12% is to be achieved by the end of 2035 through the expiry of 2GW of coal capacity PPAs.
• New Energy Division (NED)
o NED was recently formed to expand the company’s RE portfolio in targeted markets and set up
strategic partnerships with leading RE players to leverage on their technical expertise.
o The NED streamlines our RE expansion arms and oversees two (2) key entities: Vantage RE operating
out of the UK to focus on UK and Europe markets, and TNB Renewables based in Malaysia to focus
on the domestic and Southeast Asia market.
ENVIRONMENTAL SUSTAINABILITY
b) Expand grid and distribution • TNB will continue to prioritise investments in modernising the national grid into the GOTF to enable a
enable increased demand and smart grid that remains reliable, resilient, smart with digital technology and flexible in meeting the
lower energy losses country’s needs for energy transition.
• Conservation Voltage Reduction (CVR) maintains feeder voltage at the lower end of the acceptable range
to achieve energy and demand savings. This is a collaboration effort between Grid System Operator (GSO),
Grid and Distribution Network (DN) division on piloting the CVR project.
For more information on grid and distribution network initiatives, please refer to Ensuring Reliable Electricity Supply, pages 145 to 146.
Nenggiri Hydroelectric Project (Nenggiri HEP) is a proposed development for 300MW hydroelectric power plant in Kelantan which is expected to commence
development in 2022 and will be completed in 2027. The project is a strategic initiative to expand TNB’s renewable assets while reducing our GHG emissions.
It will play a multi-fold role of climate risk adaptation through flood mitigation and provision of clean water supply to the surrounding community.
Nenggiri HEP is expected to generate over 351.5GWh of electricity annually. It will also avoid 244,000tCO2 emission from power generation activities.
All buildings built under this project will incorporate some aspects of energy-efficient design features in order to reduce energy consumption.
In addition to minimising environmental impacts, Nenggiri HEP is expected to create positive socioeconomic benefits such as providing electricity to rural
areas, social infrastructure, and local job opportunities. Given TNB’s experience in developing three (3) other hydro schemes, extreme care has been given in
ensuring the interests of the Orang Asli community and the wildlife that will be directly affected by the project are protected.
After completion expected in 2027, Nenggiri Hydroelectric Project shall become an important contributor to the nation’s aim of increasing the RE capacity.
For more information on social impacts of the Nenggiri Hydroelectric Project, please refer to Brighter Community – Engaging Indigenous People.
ENVIRONMENTAL SUSTAINABILITY
a) Grow unregulated business • TNB is ready to lead Malaysia’s transition into low-carbon mobility, especially in Battery Electric Vehicles
to meet evolving customer (BEV), through collaborative efforts with various stakeholders.
energy demands – including • Between 2019 to 2020, TNB partnered with Malaysian Green Technology and Climate Change Centre
Electric Mobility (MGTC) to install 73 EV charging stations nationwide.
• This year, we have signed three (3) Memorandum of Understanding (MOUs) on low carbon mobility
ventures managed by TNB’s Retail team with:
• Sime Darby Motors Malaysia
o To collaborate on exploring various initiatives to accelerate the adoption of EV.
• DHL
o TNB will install EV charging stations along DHL’s key service routes, which will advance the
electrification of DHL’s fleet.
• SOCAR Mobility Malaysia (SOCAR)
o To leverage on shared demand data on EV usage in Malaysia, as a joint effort to speed up the
adoption of EV, in support of Malaysia’s low carbon mobility ambitions. TNB will leverage on
SOCAR’s data on vehicle usage and travel behaviour, which shall be used to identify key strategic
locations along travel routes for the installation of charging infrastructure.
• EV transportation for TNB staffs and visitors. TNB’s Fleet Management Department (FMD) has procured two
(2) units of electric cars, one (1) unit of electric van and one (1) unit of electric coaster, including fourteen
(14) units of EV chargers comprising ten (10) units of Direct Current (DC) and four (4) units of Alternating
Current (AC) charger types.
b) Grow the kWh and beyond • As customer demand and expectation shifts, we will broaden our product and services offering to grow
kWh business beyond the kWh business by leveraging digitalisation and new technologies.
• TNB Engineering Corporation Sdn. Bhd. (TNEC) has expanded District Cooling System service establishing
24% market share in domestic DCS supply.
• Distribution Network is continuing their efforts to enhance the intelligence, flexibility and reliability of its
network via several SMART projects, which include Advanced Metering Infrastructure (AMI), Distribution
Automation (DA) and Geographic Information System (GIS).
• Conducting a demonstration project on Virtual Power Plant (VPP) technology that utilises energy storage
and digital technologies for energy efficiency and grid services.
• Dewan Bandaraya Kuala Lumpur (DBKL) would be collaborating with TNB, Sustainable Energy Development
Authority (SEDA) and others to construct solar farm and install rooftop solar panels on identified buildings.
Steps have been taken to monitor and report progress of our performance against targets beginning FY2022, including enhancing the sustainability
governance roles and cadence.
The key environmental metrics monitored by TNB include carbon emissions, energy and water consumption and waste generation and management. We
utilise our GHG Emissions Management System (GEMS), a web-based data input and processing software for regular monitoring of Scope 1 and 2 GHG
emissions data. We intend to expand the monitoring of our other environmental data via GEMS progressively.
ENVIRONMENTAL SUSTAINABILITY
An internal carbon pricing (ICP) study was recently commissioned to establish the purpose of setting an ICP and pricing mechanism for TNB. TNB’s research
arm, TNBR is also assessing Scope 3 value chain emissions in preparation for embarking on a Science Based Targets (SBTi) accreditation.
SCOPE 1 AND 2 GHG EMISSIONS GHG EMISSIONS INTENSITY GHG EMISSIONS MITIGATED
(million tCO2e) (tCO2e/MWh) (million tCO2e)
Scope 1 Scope 2
Green building Balai Islam TNB and Residensi Kelana Jaya are Green
43.49% BuiIding Index (GBI) Certified while the upcoming Jalan
3.58% Pantai commercial-office development has been awarded
0.01% 0.005% with GBI GOLD Design certification. All the certified
buildings are designed with energy efficient features.
• Balai Islam TNB is designed to be energy efficient by
GHG Emissions
utilising daylighting and energy efficient features.
Mitigated in
Double volume with full-height glazing, roof skylight
FY2021
and dome clerestory windows provide excellent
daylighting, meanwhile the complex is installed with
high efficiency LED lights and motion sensors to
reduce building lighting energy usage. The building
is expected to achieve 50% reduction in energy
51.20% consumption compared to a conventional building.
• Residensi Kelana Jaya, TNB quarters with GBI
certification for TNB employees.
• A new commercial-office development at Jalan Pantai
Advanced Combined Cycle Technology
was awarded with GBI Gold Design certification and is
Large Hydro currently under construction.
Electric Vehicle
LED lighting • Light bulbs in all TNB buildings are replaced with
Small Scale RE
LED lightings to provide better energy efficiency and
Energy Efficiency considerably longer lifespan.
ENVIRONMENTAL SUSTAINABILITY
TNB has been actively investing into R&D of new technologies which can assist in climate change mitigation.
Initiatives Descriptions
TNBR has successfully developed two (2) types of retrofit PV cooling systems (active and passive cooling systems),
which improve the energy yield of the PV system.
TNBR is collaborating with other divisions, subsidiaries, and external parties to carry out feasibility study of
biogas plants from non-POME organics, such as food and animal waste.
TNBR has developed a technology that improves the fuel properties of empty fruit bunches (EFB).
TNB is exploring a waste-to-energy system which aims to divert the organic and plastic waste from landfills.
As of FY2021, a trial of the systems is currently in progress.
Green Hydrogen
The research is in its initial stages whereby we are studying the potential use of Two Stage Anaerobic Digestion
Technology (TSAD) on organic waste.
TNBR has embarked on a collaborative effort with TNB Power Generation Sdn. Bhd. (GenCo) in carrying out a
feasibility study for co-firing high quality empty fruit bunch (EFB) pellets in a power plant.
GenCo, Jimah East Power plant (JEP), Mitsui & Co and Chugoku collaboratively agreed to conduct a feasibility
study on Co-firing of Biomass and Ammonia in JEP to reduce our coal usage.
ENVIRONMENTAL SUSTAINABILITY
TNB strives to minimise the environment impact caused by our business Our approach and key FY2021 highlights:
operations and value chains, in line with our commitment to progressively
improve our environmental performance. • Our environmental performance across the Group is under the purview
of the Health, Safety, & Environmental (HSE) Council, which comprises
Governing Environmental Matters of the Environmental Performance Monitoring Committee and
Environmental Regulatory Compliance Monitoring Committee. This
The generation of electricity from our thermal plants inevitably leaves a large organisational framework monitors the environmental performance
environmental footprint, in the form of carbon release, water consumption and compliancy with the various environmental requirements applied
for power plants and fuel consumption. Our environmental management within the Group.
is principally guided by TNB Environmental Policy which was reviewed • Several divisions in TNB have been certified ISO14001:2015 compliant in
in FY2021 to reflect the latest changes in environmental requirement and Environmental Management System (EMS). We are also guided by TNB’s
emerging issues. Health Safety and Environmental Management System (HSEMS) which
outlines environmental risk identification and control requirements
In FY2021, Eleven (11) compounds were received from Department of across all divisions, departments, and business units in TNB. HSEMS was
Environment (DOE) with a total of RM19,000 in monetary value, due to the introduced on the 1st of July 2019, and has strengthened the governance
non-compliance with Environmental Quality Act 1974 (Scheduled Waste of environmental requirement across the Group.
Regulation 2015 & Industrial Effluent Regulation 2009). Our efforts to mitigate • Guided Self-Regulation (GSR), the self-monitoring environmental
this issue include establishing end to end consequences management management tool, has been implemented across all the divisions and
process for compound and lawsuit, devising Strategic Engagement Plan subsidiaries in TNB. In 2021, a GSR score sheet was developed and
(SEP) 2022 – 2025 together with DOE, and conducting regular audits, implemented for the purpose of analysing and identifying gaps for
inspections, and awareness sessions, among others. continuous improvement.
• An environmental awareness training module was developed and
rolled out through ILSAS to improve environmental awareness amongst
employees.
• Our overall commitment towards reducing our environmental impact
is encapsulated in our comprehensive environmental management
policies and guidelines:
- Environmental Policy
- Scheduled Waste Management Guideline
- Polychlorinated Biphenyls (PCB) Management Guidelines
- Grid Division Green Code Conduct
In supporting TNB net zero 2050 aspiration, Grid Division has introduced its Grid Green Code Conduct. The Green Code Conduct shows our commitment
towards ESG that mirrors effort to creating a greener future. We aim to lead as a green responsible grid owner by reducing climate footprint and
promoting sustainability throughout the supply chain, details of which are as follows:
Target Strategies
Grid Division targets to: • GHG reduction initiatives: To focus on reduction of Sulphur
• Align with TNB’s net zero carbon emissions aspiration hexafluoride (SF6) emissions through various initiatives including
• Achieve zero pollution impact on nature recycling of SF6 and exploring the alternative SF6 gas in assets
• Achieve 30% reduction in deforestation within forest reserves by • Deforestation control initiatives: To minimise the impact of
2050 deforestation in accordance with the environmental standards and
promoting biodiversity
• Pollutant management initiatives: Use environmentally friendly
equipment and products
ENVIRONMENTAL SUSTAINABILITY
Natural Resource Water Management There is a slight increase in total water consumption for
Management FY2021 compared to FY2020, due to new asset expansion.
• Closely monitor our water usage at operation sites to
TOTAL WATER CONSUMPTION ACROSS ALL TNB’S OPERATION
ensure minimal risk of water overuse or pollution. IN PENINSULAR MALAYSIA
• Perform monthly tracking of water consumption at (Megalitres)
all TNB assets.
2018 8,047.90
• Investigate any deviation of water consumption
higher from the norm at all power plants and 2019 7,269.30
perform any required follow-up mitigation action
and implementation plans. 2020 7,065.30
• GenCo was recertified with ISO 14001: 2015 in April
2021. 2021 7,771.09
396,332,933
181,810,853
2018 687,794
307,793
361,956,288
188,532,460
2019 573,644
783,847
456,964,497
161,785,964 Coal
2020 31,328,099
Natural gas
451,081,428
204,196,092 Distillate fuel
2021 1,093,738
Medium fuel oil
Waste • All hazardous waste are centrally managed and TNB monitors its scheduled waste generation directed to
Management disposed according to our Health, Safety and disposal and diverted from disposal regularly.
Environment (HSE) guidelines on Scheduled Waste
Management, which is in compliance with regulatory SCHEDULED* WASTE GENERATED AND DIVERTED FROM
requirements set by the Department of Environment DISPOSAL
(DOE). (Metric Tonnes)
• Continuous improvement and enforcement of waste
Scheduled* Waste Directed Scheduled* Waste Diverted
management practices are conducted through site to Disposal from Disposal
inspection and internal audits.
• Issuance of the 2nd Edition of Scheduled Waste 2019 33,234 1,549
Management Guideline to enhance waste
management in TNB. 2020 18,121 5,456
• Issuance of Polychlorinated Biphenyls (PCB)
Management Guidelines to phase out PCB usage in 2021 46,667 1,162
TNB by 2025.
• New environmental KPI was introduced in FY2021
* We refer to DOE’s terminology of scheduled waste which means waste that has
that focuses on the Non-Conformity Report (NCR)
hazardous characteristics, and thus has the potential to negatively affect the
closure rate for any environmental audit conducted. environment and public health
ENVIRONMENTAL SUSTAINABILITY
Biodiversity In FY2021, we ramped up our initiatives In FY2021, RM0.35 million was spent to monitor fish species at the
Management to conserve biodiversity surrounding our Sungai Perak Hydroelectric Station (Temenggor Dam).
operation sites:
TOTAL SPEND (RM MILLION) ON IUCN STUDIES AT SUNGAI PERAK
Sungai Perak Hydroelectric Station - HYDROELECTRIC STATION (TEMENGGOR DAM)
Temenggor Dam
• TNB conducted a study on threatened fish
species (based on the International Union 2018 3.53
for Conservation of Nature (IUCN)’s Red
List of Threatened Species) found at the 2019 0.26
Temenggor Dam.
2020 1.80
Cameron Highlands – Jor and Ringlet Lakes
• TNB is running a Pilot Development of
Habitat Rehabilitation and Restoration 2021 0.35
for Sediment Deposit Area in Cameron
Highlands. This project is in collaboration Note:
The study on terrestrial species for the Sungai Perak Hydroelectric Station (Temenggor Dam) was
with the Pahang State Forestry Department
concluded in FY2018. The study on fish species at Hulu Terengganu Hydroelectric Station and
to rehabilitate and restore dredging Pergau Dam, Sungai Perak Hydroelectric Station was concluded in FY2020.
disposal sites at Jor and Ringlet Lakes.
• The rehabilitation works include soil
Key Findings of TNB’s IUCN Red List Studies as of FY2021
treatment, tree planting, nursery
maintenance, and tree growth monitoring.
Total
Species Number Spend
Bukit Selambau Large-Scale Solar (LSS) Site Group of Species (RM)
Plant
• TNB is conducting a study to Sungai Perak Fish 1 0 0 1 57 2 2
Hydroelectric
manage human-macaque conflict 0.35
Station
through Behavioral Ecology and DNA Terrestrial 20 32 46 0 0 0 0 million
(Temenggor
Metabarcoding. Dam)
• The results of the study will allow TNB to
understand the daily activity, behaviour Critically Endangered (CR) Endangered (EN)
and dietary requirements of the macaques
Vulnerable (VU) Near Threatened (NT)
which will be utilised to reduce the chances
of human-macaque conflicts. Least Concern (LC) Data Deficient Not Evaluated
The TNB Way of Working (WoWL) framework provides a suitable hybrid work arrangement and the flexibility to our employees
which depends upon the nature of the job.
A major component that is currently under development as part of SP2050 Green Office Practices
is TNB Ways of Working Sustainably (WoWS) which emphasises the shift During the COVID-19 pandemic in March 2020, we adopted flexible working
towards a more sustainable work culture. Our WoWS comprises five (5) arrangements with options to Work in Office (WIO), Work from Home (WFH),
main categories; Green Office Practices, Culture and Values, Improving or Work Home Based (WHB). These flexible working arrangements were
Operations and Fleet Management, Energy Efficiency, and Natural Resource primarily driven by compliance to guidelines issued by the Government
Consumption. of Malaysia and implemented as a crisis response with the aim to stop the
spread of the virus amongst employees.
After nearly two (2) years, we decided to reevaluate the impact of our current
Green Office flexible work arrangements on the motivation of our organisation and
Practices employees. Following analyses and engagements with our key stakeholders,
we embarked on a new TNB Way of Working (WoWL) framework supported
by three (3) key drivers – people, process, and technology. Depending on
the nature of the job (i.e. Field Force, Office Based, Shift Based, and Customer
Natural Facing), a suitable hybrid work arrangement encompassing options to
Resource Culture and WIO, WFH, WHB, Work from nearby TNB premises (WFN), and Work from
Consumption Values Anywhere (WFA) was introduced. The WoWL is a subset of the green office
Efficiency TNB Ways
practices category under WoWS.
of Working
Sustainably As accelerated by the pandemic and our SP2050 commitments, we are
also shifting towards a paperless office through rapid digitalisation of our
operations, including but not limited to:
• Training and capability development via e-learning modules;
• Adoption of digital platforms such as cloud storage and Enterprise
Improving Improving
Operations Content Management (ECM) to scan and share documents digitally; and
Energy
Efficiency in and Fleet • Digitalisation of internal processes including the health and safety
TNB offices Management potential incident reporting via the HSE e-wallet.
Our employees are our greatest asset. Throughout the COVID-19 pandemic, our people demonstrated a deep sense of responsibility in guaranteeing TNB’s
continued success. Therefore, we strive to nurture an inclusive working environment that grooms strong leaders, promotes high performance, and develops
skilled and agile talent.
We comply with all relevant labour laws in the countries we are operating in, including supporting the rights to freedom of association and collective
bargaining. The rights of our non-executive employees are also are well-protected through our unions. In addition to legal compliance, we respect the
inherent human rights for fair and humane treatment of all employees; treating everyone with respect, and having zero tolerance for discrimination,
harassment or bigotry.
We support and align to our Transformation Journey – RT through our Human Resources (HR) strategy which comprises the HR Leap 6, HR Guiding
Principles, and the HR Master Plan 2020 – 2025. We have set four (4) Big Audacious Goals to guide our journey towards delivering the desired outcomes
by 2025.
Mission Harnessing
and Orchestrating Our
Aims and needs
HR Capabilities to be Recognised as a
to support RT Trusted Strategic Business Driver in Catalyzing Business
Growth and Delivering HR Excellence
HR Foundation
HR Operating
Model, HR Policies
& Processes, Data & Technology
Technology as HR Operating Model & Structure HR Policies & Process
Infrastructure
Enabler and
Decisions aligned
with TNB shared TNB Core Value & Behaviours
values
In our effort to disseminate and embed these culture and values within our people, we have conducted several engagement and promotional programmes:
As of 2021, TNB Identity reached an impressive 84% roll-down to 22,857 out of 27,050 employees. Moving forward, we established our Value Driven Initiatives
(and Quick Wins 2021) and TNB RC Journey 2022 to 2025, to set the direction for RC initiatives in the years to come.
FY2021 Highlights
Upskilling & Reskilling Programmes • A total of 918 staff were enrolled in upskilling/reskilling programmes for 2021, namely:
Programmes targeted to upgrade employee skills and - Program Pendidikan Kemahiran Ketukangan (PPKK)
transition - Program Pendidikan Kemahiran Juruteknik (PPKJ)
- Program Pendidikan Kemahiran Penyelenggara Stor (PPPS)
- Program Pendidikan Pembantu Tadbir (PPPT)
- Conversion Programme of Mechanical Technician to Electrical
• 63 people underwent Conversion Programmes to facilitate continued employability among
TNB employees.
Digital Skills Training • Face to face (f2f ) classroom activities were enhanced to provide a digital learning option, or
A collaboration with ILSAS to accelerate digital learning an alternative hybrid approach combining the best of both approaches.
solutions for TNB employees. Variety of e-learning • Digital learning platform and contents employed include byte-sized learning, webinars,
modules allows employees to pace their learning and virtual learning and e-learning.
development • Learning T-Day: 135 editions of bite-sized learning content on Leadership.
• TNB Leadership webinar: 20 webinars conducted.
• ILSAS E-Learning Programme: 632 sessions conducted with 12,377 participants
(20,489 hours training*).
• Total e-learning hours: 281,999 hours.
• Total e-learning modules listed by ILSAS: 153 e-learning modules available.
* Note: This 20,489 hours conducted by ILSAS is part of the 281,999 hours for TNB e-learning
TNB Reskilling Malaysia Programme • In FY2021, we conducted five (5) flagship programmes:
Spearheaded by ILSAS, this initiative provides job - Solar Panel Installation
matching opportunities to unemployed members of - Smart Meter Installation
the public as well as training of necessary skills for - Power System Operation and Maintenance
their new roles. All courses under this Programme are - Medium Voltage Electrical Facilities
applicable and open to non-TNB employees. - Low Voltage Electrical Facility
- Other training programme related to MESI and adjacent MESI
This programme is expected to benefit companies in • In FY2021, TNB invested RM9,842,820.76 to provide employment opportunities to 4,760
Malaysia, filling up to 17,500 vacancies over a span of individuals and train 2,576 individuals under the Reskilling Malaysia Programme. Since
three and half years, starting from October 2020, until the inception of this programme in October 2020, TNB has cumulatively invested
early 2024. RM10,723,220.76 to provide employment opportunities to 5,202 individuals and trained 3,018
individuals.
Through our Employee Experience (EX) framework, we focus on strengthening diversity and inclusion in the organisation. We do not tolerate any form of
discrimination or harassment (verbal, physical, sexual or visual, including discriminatory comments) as outlined in our Code of Ethics. In the pipeline, we are
developing a diversity and inclusion policy and including it as an indicator in our Employee Engagement Surveys.
• TNB registered as a member of the • This year, there has been about a 5% • TNB continues to promote equal pay for
“30% Club” – which advocates for at least increase of women in senior management men and women based on their roles and
30% representation of all women on all roles for TNB Group, from 95 people in responsibilities as indicated in our HR
boards and top management globally. This FY2020 to 100 people in FY2021 manuals as well as Collective Agreement
demonstrates our commitment to achieve (CA) document with the ratio for basic salary
diversity, equality, and inclusion in our and remuneration at 1:1
organisation
11.1% 30.4% 20.3% 16.2% 18.4% 19.7% 21.7% 23.1% 38.2% 39.0% 39.3% 39.8% 15.6% 15.2% 15.1% 15.0%
2018 2019 2020 2021 2018 2019 2020 2021 2018 2019 2020 2021 2018 2019 2020 2021
Board Members Senior Management Executives Non-Executives
2018 17,774 12,092 5,650 2018 1,406 245 2018 2,050 387
2019 17,853 13,277 5,177 2019 1,213 231 2019 1,589 410
2020 16,033 14,689 4,854 2020 1,054 251 2020 424 144
2021 14,139 16,249 4,550 2021 1,078 236 2021 649 197
TNB Group HSE Steering Committee convenes quarterly to discuss safety performance, mitigation measures and the overall strategic direction for
HSE management at TNB.
• In FY2021, only • Grid Division, • TNB Occupational • Two (2) TNB • Implementation of Contractor
one (1) HSE Distribution Network Safety and Health HSE Steering Safety Quality Assurance (CSQA)
corporate audit Division, and TNB Policy and TNB Committee that requires contractors under
was conducted (for Power Generation Environmental meetings were the Distribution Network
GSPARX Sdn Bhd) Sdn Bhd maintained Policy has been held during the Division to provide Contractor
due to COVID-19 their ISO 45001:2008 reviewed and year. Safety Quality Assurance (CSQA)
restrictions. certification endorsed. implementation through self-
(Occupational Health declaration of safety compliance
& Safety Management before commencing work.
System).
• Development of comprehensive Permit-to-Work System Guidelines • Launching of TNB Working at height guidelines, TNB Safe working
which is expected to be a game changer in preventing accidents in Confined Space Guidelines, Permit-to-Work System Guidelines
and fatality. and Contractor Work Permit (CWP) on 8th of October 2021.
• Development of a comprehensive chemical management system • Evaluation of Compliance (EOC Module) for our divisions to
in TNB. Through the online system, our divisions are able to digitally conduct self-evaluation for applicable HSE legal requirements and
register the chemicals used at their sites and measure the risk levels. measure their compliance status through eHSE online platform.
In preparation for the monsoon season, TNB released guidelines namely the Electrical Safety Guide During the Monsoon Season and Electrical Safety
Tips During Floods which details out a step-by-step guide to electrical safety during flood occurrences. Precautionary measures were taken including
flood response training for TNB personnel, strategic placement of mobile generator sets and other critical equipment, and operation of flood monitoring
rooms. TNB has also previously taken steps to raise the substation sites and build flood barriers at sub-station entrances to reduce the risk of substations
being inundated and damaged by floods.
During the devastating flash floods that affected Peninsular Malaysia in December 2021, we shut down 647 power substations across Peninsular Malaysia
due to safety considerations.
Core Rules
Isolate, earth and test Valid permit to work Wear arc flash suit when
before touch mandatory switching
Supplementary Rules
• In 2021, we have further developed and issued guidelines for working at height and confined space.
Risk Assessment
• In TNB, we identify all work-related hazards, assess its related risks, and determine relevant controls are necessary, guided by the Hazard
Identification, Risk Assessment and Determining Control (HIRADC) procedure. In determining the controls required to eliminate hazards
and reduce risks, the hierarchy of controls (i.e. elimination, substitution, engineering control, administrative control and Personal Protective
Equipment (PPE)) is used. The effectiveness of the risk assessment is reviewed annually, or when there are incidents and changes in work
processes. Additionally, PI reported in the digital platform will be assessed to alleviate any potential risk.
• HSE Risk Assessment (HSERA), • Chemical Health Risk • Noise Risk Assessment (NRA) • Ergonomic Risk Assessment
Environmental Impact Assessment (CHRA) for any to identify work related (ERA) to identify ergonomic
Assessment (EIA), Quantitative work activities that relates to activities with exposure to related risks at the workplace.
Risk Assessment (QRA), Fire hazardous chemicals. noise.
Risk Assessment (FRA), Process
Hazard Analysis (PHA).
We have seen an improvement in terms of our safety performance reflected by the decrease in our Group-wide Lost Time Injury Frequency (LTIF) from
1.29 in FY2020 to 1.03 in FY2021.
In 2021, 22% (5934) of the total employees completed HSE trainings achieving a cumulative of 103,225 training hours, our highest results since 2018.
We are however deeply saddened to report that there were eight (8) work-related fatalities this year involving two (2) employees and six (6) contractors.
In our efforts to mitigate these events in the future, we are enhancing our safety procedures and conducting more safety awareness and training
sessions across the Group. These include:
BRIGHTER COMMUNITY
We recognise our fiduciary responsibility to uplift the nation and aid in the economic recovery while
Awards Won
brightening the lives of our people. Through our various community engagements, we seek to leave a
lasting positive impact on our people and communities.
Our contribution to society has been
recognised through receiving the following In FY2021, we invested a total of RM39.57 million to community programmes which included RM5.43
awards: million for our sports related programmes and the three (3) focus areas:
Economic
Environment Education
and Social
Tabung Warga TNB Prihatin (TWTP) was introduced in June 2021 with an initial target of RM3 million to
provide financial aid to Malaysians whose livelihoods have been severely impacted by the COVID-19
pandemic. The funds were contributed voluntarily by TNB employees through a direct deduction of
their June or July salary, in a joint effort to provide financial assistance to our fellow Malaysians to
cope through these challenging times.
TWTP successfully raised RM1.63 million in 34 days. In enabling the campaign to have a wider
outreach, our Board of Directors unanimously agreed to double the amount donated by TNB staff,
reaching a total amount of RM3.27 million.
Collection for this TWTP was extended until the end of FY2021. As of December 2021, RM4.04 million
was successfully collected from 15,734 TNB employees with RM3.41 million having been distributed to
6,295 Malaysian citizens affected by the COVID-19 pandemic.
Recipients of the TWTP comprised of members from the B40 group including those listed under
e-Kasih, Jabatan Kebajikan Masyarakat (JKM), Program Perumahan Rakyat Termiskin (PPRT) under
Ministry of Federal Territories and State Zakat centers.
RM2 million from TWTP was allocated to provide financial assistance to victims of the December 2021
flash floods.
BRIGHTER COMMUNITY
RURAL DEVELOPMENT
BRIGHTER COMMUNITY
PROVIDING HOMES FOR COMMUNITY WELL-BEING ENVIRONMENTAL SUSTENANCE PROGRAMMES WITH THE COMMUNITY
Conservation of the natural environment is crucial in safeguarding both
the diversity of flora and fauna, as well as the livelihoods of surrounding
communities.
BRIGHTER COMMUNITY
Universiti Tenaga Nasional (UNITEN) is devoted to teaching, learning, and research excellence as well as financial sustainability. It is an institution at the forefront
of energy research. Leveraging on TNB’s extensive industry experience in power generation, transmission, distribution, and retail, we offer courses in the fields of
engineering, energy economics, business management, accounting and computing & informatics.
As a subsidiary of TNB, UNITEN aspires to be a globally competitive, energy-focused university by 2025 through the implementation of a 10-year strategic plan:
“Building Opportunities, Living Dreams 2025” (BOLD2025). In FY2021, the strategic plan was updated to BOLD2025 Refresh which supports TNB by:
This year, UNITEN awarded RM6.81 million to a total of 1,768 recipients. Among the funding and scholarships are:
Dermasiswa YCU
Note:
TAZU : Tabung Amanah Zakat UNITEN
YCU : Yayasan Canselor UNITEN
1,699 144th
in the QS Asia University
94.5% 227th in the U.S. News &
World Report Best Global Universities
graduates employability rate
Rankings 2022 for Engineering 2022
550
UNITEN PERFORMANCE
universities by QS
Graduate Employability Rankings
IN FY2021
developing 20-kW
proof-of-concept
nanogrid
2022
Successfully secured
RM 3.25 million
Four (4) UNITEN researchers ranked among the
#1
2%
in the world for “percentage of highly
in commercial
cited papers among the top 1% most cited in
funds for two (2) of UNITEN’s innovations under World’s Top Scientists by Stanford
Engineering” in the U.S. News & World Report Best
National Technology Innovation Sandbox (NTIS) University, USA
Global Universities for Engineering 2022
by MOSTI
BRIGHTER COMMUNITY
ILSAS aspires to be the Transformational Learning Platform for TNB and the energy sector in line with its • Received the Energy Institute Award 2021
2019 – 2023 business plan founded on three (3) pillars: (EIAwards) for excellence in providing
innovation learning solutions towards
energy sustainability
ILSAS Vision ILSAS Mission ILSAS Aspiration
In FY2021, YTN provided a total of RM119.2 million to 8,271 recipients through financial aid for scholarship, convertible loan and MyBF programme.
Our My Brighter Future (MyBF) program aims to provide opportunities to marginalised youth • Collaboration with UNITEN to run the
and families in the B40 bracket to pursue tertiary education in Science, Technology, Engineering & Leadership Exploration and Development
Mathematics (STEM) and Technical & Vocational Education & Training (TVET) at any of seven (7) selected (ULEAD) Programme for scholars
public universities, community colleges and polytechnic institutions in Malaysia. The MyBF scholarship
covers tuition fees, boarding and living expenses of recipients pursuing tertiary education.
BRIGHTER COMMUNITY
BRIGHTER COMMUNITY
In addition to minimising environmental impact, the project is also expected to create positive socioeconomic benefits such as better social infrastructure and
job opportunities to the surrounding communities. Given TNB’s experience in developing three (3) other hydroelectric schemes, extreme care has been taken in
ensuring the interests of the Orang Asli, local communities and wildlife, which will be directly impacted by the project, are protected.
06
FINANCIAL
STATEMENTS
DIRECTORS’ REPORT
The Directors hereby submit their report and the audited financial statements of the Group and of the Company for the financial year ended 31 December 2021.
PRINCIPAL ACTIVITIES
The Group and the Company are primarily involved in the business of the generation, transmission, distribution and sales of electricity and those tabulated in
Note 7 to the financial statements, which also includes the details of the subsidiaries of the Group.
There have been no significant changes in these activities during the financial year.
FINANCIAL RESULTS
Group Company
RM’million RM’million
DIVIDENDS
The dividends paid or declared since the previous financial year ended 31 December 2020 were as follows:
RM’million
The Directors have approved a final single tier dividend of 18.0 sen per share on 5,726,091,371 ordinary shares in respect of the financial year ended
31 December 2021 amounting to a total of RM1,030.7 million. The dividends will be paid on 15 April 2022.
All material transfers to or from reserves and provisions during the financial year are shown in the financial statements.
DIRECTORS’ REPORT
ISSUE OF SHARES
During the financial year, the paid-up share capital of the Company increased due to the vesting of Long Term Incentive Plan (‘LTIP’) granted to eligible
employees, details of which are disclosed in Note 34 to the financial statements. The new ordinary shares rank pari passu in all respects with the existing ordinary
shares of the Company.
The Company implemented a LTIP on 30 April 2015 for a period of 10 years. The LTIP is governed by the by-laws, which are approved by the shareholders at an
Extraordinary General Meeting on 18 December 2014.
The main features and details of the number of grants over the shares of the Company are set out in Note 34 to the financial statements.
The Company has been granted an exemption by the Companies Commission of Malaysia via letter dated 27 January 2022 from having to disclose in this report
the names of the persons to whom LTIP have been granted under the scheme and details of their holdings pursuant to Section 255(1) and Paragraph 5, Part 1,
Fifth Schedule of the Companies Act 2016 except for information on employees who were granted the offering of up to 278,800 and more ordinary shares under
the LTIP scheme.
The employees of the Company who were granted the offering of up to 278,800 and more ordinary shares under the LTIP scheme are as follows:
Number of Number of
ordinary ordinary
shares granted shares granted
under PS* under RS** Total
None of the subsidiaries’ employees were granted offering representing 278,800 or more ordinary shares under the LTIP scheme.
DIRECTORS’ REPORT
DIRECTORS
The Directors who have held office during the financial year and during the period from the end of the financial year to the date of the report are:
Dato’ Sri Hasan bin Arifin Appointed w.e.f. 1 October 2021
Datuk Ir. Baharin bin Din
Datuk Seri Asri bin Hamidin @ Hamidon
Datuk Amran Hafiz bin Affifudin
Juniwati Rahmat Hussin
Gopala Krishnan a/l K.Sundaram
Ong Ai Lin
Dato’ Roslina binti Zainal
Dato’ Ir. Nawawi bin Ahmad
Datuk Rawisandran a/l Narayanan
Datuk Lau Beng Wei Appointed w.e.f. 1 December 2021
Dato’ Merina binti Abu Tahir Appointed w.e.f. 1 February 2022
Faisal @ Pisal bin Abdul Ghani (Alternate Director to Datuk Seri Asri bin Hamidin @ Hamidon) Appointed w.e.f. 1 March 2022
Noraini binti Che Dan Demised on 26 August 2021
Dato’ Seri Mahdzir bin Khalid Resigned w.e.f. 29 August 2021
Azmin bin Ishak Cessation of Office as Alternate Director w.e.f. 10 February 2022
The Directors of subsidiaries who have held office during the financial year and during the period from the end of the financial year to the date of the report
are set out in the respective subsidiaries’ statutory accounts and the said information is deemed incorporated herein by such reference and made part thereof.
DIRECTORS’ BENEFITS
During and at the end of the financial year, no arrangements subsisted to which the Company is a party, being arrangements with the object or objects of
enabling Directors of the Company to acquire benefits by means of the acquisition of shares in or debentures of the Company or any other body corporate, other
than as disclosed in the Directors’ interests in shares and debentures.
Since the end of the previous financial year, no Director has received or become entitled to receive a benefit (other than benefits shown under Directors’
Remuneration below and in Note 33 to the financial statements) by reason of a contract made by the Company or a related corporation with the Director or with
a firm of which the Director is a partner, or with a company in which the Director has a substantial financial interest.
The Group and the Company have their own Directors and Officers Liability Insurance at a premium of RM447,500 to cover the liability of Directors and Officers
in discharging their duties for the period of 1 November 2021 until 31 October 2022.
DIRECTORS’ REPORT
According to the Register of Directors’ Shareholdings required to be kept under Section 59 of the Companies Act 2016, none of the Directors who held office at
the end of the financial year held any shares or debentures in the Company or its subsidiaries during the financial year except as follows:
Number of ordinary shares
As at As at
1.3.2021 Vested Disposed 31.12.2021
Ordinary shares granted pursuant to the Company’s LTIP granted to the Director during the financial year are as follows:
As at As at
1.3.2021 Granted Vested Forfeited 31.12.2021
DIRECTORS’ REMUNERATION
Group Company
2021 2020 2021 2020
RM RM RM RM
In respect of the Directors or past Directors of the Company, there were benefits receivable by the Directors from the Company and its subsidiaries as Directors’ other emoluments for their
services. The estimated monetary value of benefits received by the Directors was RM984,022 (2020: RM3,412,000) for the Group and the Company.
DIRECTORS’ REPORT
(a) Before the financial statements of the Group and of the Company were prepared, the Directors took reasonable steps:
(i) to ascertain that proper action had been taken in relation to the writing off of bad debts and the making of provision for doubtful debts and
satisfied themselves that all known bad debts had been written off and that adequate provision had been made for doubtful debts; and
(ii) to ensure that any current assets, which were unlikely to be realised in the ordinary course of business, including the values of current assets
as shown in the accounting records of the Group and of the Company had been written down to an amount which the current assets might be
expected so to realise.
(b) At the date of this report, the Directors are not aware of any circumstances:
(i) which would render the amount written off for bad debts or the amount of the provision for doubtful debts inadequate to any substantial extent; or
(ii) which would render the values attributed to current assets in the financial statements of the Group and of the Company misleading; or
(iii) which have arisen and would render adherence to the existing method of valuation of assets or liabilities of the Group and of the Company
misleading or inappropriate.
(d) No contingent or other liability of any company in the Group has become enforceable or is likely to become enforceable within the period of twelve
months after the end of the financial year which, in the opinion of the Directors, will or may affect the ability of the Company and its subsidiaries to meet
their obligations when they fall due.
(e) At the date of this report, the Directors are not aware of any circumstances not otherwise dealt with in this report or the financial statements of the Group
and of the Company which would render any amount stated in the respective financial statements misleading.
AUDITORS
The auditors, PricewaterhouseCoopers PLT (LLP0014401-LCA & AF 1146), have expressed their willingness to accept re-appointment as auditors.
Details of the auditors’ remuneration are set out in Note 33 to the financial statements.
This report was approved by the Board of Directors on 17 March 2022. Signed on behalf of the Board of Directors:
DATO’ SRI HASAN BIN ARIFIN DATUK IR. BAHARIN BIN DIN
CHAIRMAN PRESIDENT/CHIEF EXECUTIVE OFFICER
Group Company
Note 2021 2020 2021 2020
RM’million RM’million RM’million RM’million
NON-CURRENT ASSETS
CURRENT ASSETS
Group Company
Note 2021 2020 2021 2020
RM’million RM’million RM’million RM’million
CURRENT LIABILITIES
NON-CURRENT LIABILITIES
EQUITY
The notes set out on pages 198 to 340 form an integral part of these consolidated financial statements.
Group Company
Note 2021 2020 2021 2020
RM’million RM’million RM’million RM’million
Sen Sen
The notes set out on pages 198 to 340 form an integral part of these consolidated financial statements.
Group Company
Note 2021 2020 2021 2020
RM’million RM’million RM’million RM’million
Attributable to:
- Owners of the Company 5,048.1 3,117.7 2,919.2 2,270.9
- Non-controlling interests 7(c) 213.3 22.4 0 0
Total comprehensive income for the financial year 5,261.4 3,140.1 2,919.2 2,270.9
The notes set out on pages 198 to 340 form an integral part of these consolidated financial statements.
Group
At 1 January 2021 11,675.2 (8,242.7) 52,400.7 1,616.7 57,449.9
LTIP:
- Share-based payment expense 31 0 332.5 0 0 332.5
- Reversal of share-based payment expense 31 0 (37.0) 0 0 (37.0)
- Shares issued 31 252.4 (252.4) 0 0 0
Dividends paid:
- Final dividend for FY2020 40 0 0 (1,026.8) 0 (1,026.8)
- Special dividend for FY2020 40 0 0 (2,281.9) 0 (2,281.9)
- Interim dividend for FY2021 40 0 0 (1,259.7) 0 (1,259.7)
Dividend paid to NCI 0 0 0 (1.0) (1.0)
Redemption of Redeemable Preference Shares by NCI 7 0 0 0 (45.0) (45.0)
Total transactions with owners 252.4 43.1 (4,568.4) (46.0) (4,318.9)
At 31 December 2021 11,927.6 (6,813.3) 51,494.1 1,784.0 58,392.4
Group
At 1 January 2020 11,446.1 (7,763.8) 54,299.5 1,300.3 59,282.1
LTIP:
- Share-based payment expense 31 0 272.2 0 0 272.2
- Reversal of share-based payment expense 31 0 (47.0) 0 0 (47.0)
- Shares issued 31 229.1 (229.1) 0 0 0
Dividends paid:
- Final dividend for FY2019 40 0 0 (1,137.4) 0 (1,137.4)
- Special dividend for FY2019 40 0 0 (2,843.4) 0 (2,843.4)
- Interim dividend for FY2020 40 0 0 (1,255.0) 0 (1,255.0)
Dividend paid to NCI 0 0 0 (2.8) (2.8)
Acquisition of shares from NCI 7 0 0 (11.4) 9.5 (1.9)
Acquisition of Redeemable Preference Shares from NCI 7 0 0 (244.3) (36.8) (281.1)
Subscription of Redeemable Preference Shares by NCI 7 0 0 0 225.3 225.3
Acquisition of new subsidiary 7 0 0 0 98.8 98.8
Total transactions with owners 229.1 (3.9) (5,491.5) 294.0 (4,972.3)
At 31 December 2020 11,675.2 (8,242.7) 52,400.7 1,616.7 57,449.9
Company
At 1 January 2021 11,675.2 (6,918.6) 41,998.4 46,755.0
LTIP:
- Share-based payment expense 31 0 332.5 0 332.5
- Reversal of share-based payment expense 31 0 (37.0) 0 (37.0)
- Shares issued 31 252.4 (252.4) 0 0
Dividends paid:
- Final dividend for FY2020 40 0 0 (1,026.8) (1,026.8)
- Special dividend for FY2020 40 0 0 (2,281.9) (2,281.9)
- Interim dividend for FY2021 40 0 0 (1,259.7) (1,259.7)
Total transactions with owners 252.4 43.1 (4,568.4) (4,272.9)
At 31 December 2021 11,927.6 (5,941.6) 39,415.3 45,401.3
LTIP:
- Share-based payment expense 31 0 272.2 0 272.2
- Reversal of share-based payment expense 31 0 (47.0) 0 (47.0)
- Shares issued 31 229.1 (229.1) 0 0
Dividends paid:
- Final dividend for FY2019 40 0 0 (1,137.4) (1,137.4)
- Special dividend for FY2019 40 0 0 (2,843.4) (2,843.4)
- Interim dividend for FY2020 40 0 0 (1,255.0) (1,255.0)
Total transactions with owners 229.1 (3.9) (5,235.8) (5,010.6)
At 31 December 2020 11,675.2 (6,918.6) 41,998.4 46,755.0
The notes set out on pages 198 to 340 form an integral part of these consolidated financial statements.
Group Company
2021 2020 2021 2020
RM’million RM’million RM’million RM’million
Group Company
2021 2020 2021 2020
RM’million RM’million RM’million RM’million
Group Company
2021 2020 2021 2020
RM’million RM’million RM’million RM’million
Group Company
2021 2020 2021 2020
RM’million RM’million RM’million RM’million
The changes in liabilities arising from financing activities have been disclosed in Notes 15, 27 and 28 respectively.
The notes set out on pages 198 to 340 form an integral part of these consolidated financial statements.
1 GENERAL INFORMATION
The Group and the Company are primarily involved in the business of the generation, transmission, distribution and sales of electricity and those tabulated
in Note 7 to these financial statements, which also includes the details of the subsidiaries of the Group.
There have been no significant changes in these activities of the Group and of the Company during the financial year.
The Company follows the Incentive Based Regulation (‘IBR’) framework for the regulated business.
The Company is a public limited liability company, incorporated and domiciled in Malaysia and is listed on the Main Market of Bursa Malaysia Securities
Berhad.
The address of the registered office of the Company is Pejabat Setiausaha Syarikat, Tingkat 2, Ibu Pejabat Tenaga Nasional Berhad, No. 129, Jalan Bangsar,
59200 Kuala Lumpur, Malaysia.
2 BASIS OF PREPARATION
The financial statements of the Group and of the Company have been prepared in accordance with the provisions of the Malaysian Financial Reporting
Standards (‘MFRS’), International Financial Reporting Standards (‘IFRS’) and the requirements of the Companies Act 2016 in Malaysia. The Group has taken
into consideration the COVID-19 (Coronavirus) impact and the current economic environment on the basis of preparation of these financial statements.
The Directors continue to consider it appropriate to adopt the going concern basis of accounting in preparing the financial statements.
The financial statements have been prepared under the historical cost convention, except as disclosed in Note 3 and respective notes in the financial
statements.
The preparation of financial statements in conformity with MFRS requires the use of certain critical accounting estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported
amounts of revenues and expenses during the reported period. It also requires Directors to exercise their judgement in the process of applying the
Group’s and the Company’s accounting policies. Although these estimates and judgements are based on the Directors’ best knowledge of current events
and actions, actual results may differ. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are
significant to the financial statements are disclosed in Note 4.
(a) Amendments to published standards that are effective and applicable to the Group and the Company.
The Group and the Company have applied the following amendments for the first time:
Amendments to MFRS 7 Financial Instruments: Disclosures, Interest Rate Benchmark Reform Phase 2
MFRS 9 Financial Instruments and MFRS 16 Leases
Amendments to MFRS 16 Leases COVID-19-Related Rent Concessions
The amendments listed above did not have any significant impact on the amounts recognised in prior periods and are not expected to significantly
affect the current or future periods.
(b) New standard and amendments to the published standards that are applicable to the Group and the Company but not yet effective.
The Group and the Company will apply the new standard and amendments to the published standards in the following periods:
Amendments to MFRS 10 Consolidated Financial Statements and MFRS Sale or Contribution of Assets between an Investor and its Associate
128 Investments in Associates and Joint Ventures or Joint Venture
The adoption of the above applicable new standard, amendments to published standards, interpretations and improvements to existing standards
are not expected to have a material impact on the financial statements of the Group and of the Company except for MFRS 17 for which the Group is
assessing the impact to the financial statements.
There are no other standards, amendments and improvements to published standards and interpretations to existing standards that are not effective
that would be expected to have a material impact on the Group and the Company.
Unless otherwise stated, the following accounting policies have been applied consistently in dealing with items that are considered material in relation to
the financial statements. These policies have been consistently applied to all the years presented, unless otherwise stated.
(i) Subsidiaries
Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity when:
• exposed to, or has rights to, variable returns from its involvement with the entity;
• has the ability to affect those returns through its power to direct the relevant activities of the entity; and
• the existence and effect of potential voting rights are considered only when such rights are substantive when assessing control.
In the Company’s separate financial statements, investments in subsidiaries are stated at cost less accumulated impairment losses. On disposal
of such investments, the difference between net disposal proceeds and their carrying amounts is included in the statement of profit or loss.
The consolidated financial statements comprise the financial statements of the Company and its subsidiaries. The characteristics of those
financial statements are:
• the financial statements of the subsidiaries are prepared for the same reporting date as the Company.
• subsidiaries are consolidated from the date on which the Group obtains control, and continue to be consolidated until the date that
such control ceases.
• intragroup balances, transactions and unrealised gains or losses are eliminated in full.
• uniform accounting policies are adopted in the consolidated financial statements for like transactions and events in similar circumstances.
The Group applies the acquisition method to account for business combinations. The consideration transferred for acquisition of a subsidiary
is the fair values of the assets transferred, the liabilities incurred and the equity interests issued by the Group. The consideration transferred
includes the fair value of any asset or liability resulting from a contingent consideration arrangement and fair value of any pre-existing equity
interest in the subsidiary. Acquisition-related costs are expensed as incurred. Identifiable assets acquired, liabilities and contingent liabilities
assumed in a business combination are, with limited exceptions, measured initially at their fair values at the acquisition date.
In a business combination achieved in stages, the carrying value of the acquirer’s previously held equity interest in the acquiree is remeasured
at its acquisition-date fair value and the resulting gain or loss is recognised in the statement of profit or loss.
The excess of the consideration transferred, the amount of any NCI in the acquiree and the acquisition-date fair value of any previous equity
interest in the acquiree over the fair value of the Group's share of the identifiable net assets acquired is recorded as goodwill. If this is less than
the fair value of the net assets of the subsidiary acquired in the case of a bargain purchase, the gain is recognised in the statement of profit or
loss. Refer to Note 10 for accounting policy on goodwill.
NCI is the equity in a subsidiary not attributable, directly or indirectly, to a parent. On an acquisition-by-acquisition basis, the Group measures
any NCI in the acquiree either at fair value or at the NCI’s proportionate share of the acquiree’s identifiable net assets. At the end of the
reporting period, NCI consists of amount calculated on the date of combinations and its share of changes in the subsidiary’s equity since the
date of combination.
All earnings and losses of the subsidiary are attributed to the parent and the NCI, even if the attribution of losses to the NCI results in a debit
balance in the shareholders’ equity.
When the Group ceases to consolidate because of a loss of control, any retained interest in the entity is remeasured to its fair value with the
change in carrying amount recognised in the statement of profit or loss. This fair value becomes the initial carrying amount for the purposes
of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously
recognised in OCI in respect of that entity are accounted for as if the Group had directly disposed of the related assets or liabilities. This may
mean that amounts previously recognised in OCI are reclassified to profit or loss. Gains or losses on the disposal of subsidiaries include the
carrying amount of goodwill relating to the subsidiaries sold.
Transactions with NCI that do not result in loss of control are accounted for as transactions with equity owners of the Group. A change in ownership
interest results in an adjustment between the carrying amounts of the controlling and NCI to reflect their relative interests in the subsidiary. Any
differences between the amount of the adjustment to NCI and any consideration paid or received are recognised in equity attributable to owners of
the Group.
Assets that are subject to amortisation are reviewed for impairment losses whenever events or changes in circumstances indicate that the carrying
amount may not be recoverable. Impairment loss is recognised in the statement of profit or loss for the amount by which the carrying amount of the
asset exceeds its recoverable amount. The recoverable amount is the higher of fair value less cost to sell and its value in use (‘VIU’). For the purpose
of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows which are largely independent
of the cash inflows from other assets or groups of assets (cash-generating units).
Non-financial assets other than goodwill previously impaired are reviewed for possible reversal of the impairment at each reporting date. Any
subsequent increase in recoverable amount is recognised in the statement of profit or loss.
Expenditure on research activities, undertaken with the prospect of gaining new scientific or technical knowledge and understanding, is recognised
in the statement of profit or loss as an expense as incurred.
Expenditure on development activities, whereby the application research findings are applied to a plan or design for the production of new or
substantially improved products and processes, is capitalised only when all of the following criteria are fulfilled:
(i) it is technically feasible to complete the intangible asset so that it will be available for use or sale;
(ii) management intends to complete the intangible asset and use or sell it;
(iii) there is an ability to use or sell the intangible asset;
(iv) it can be demonstrated how the intangible asset will generate probable future economic benefits;
(v) adequate technical, financial and other resources to complete the development and to use or sell the intangible asset are available; and
(vi) the expenditure attributable to the intangible asset during its development can be reliably measured.
Capitalised development costs are recognised as intangible assets and amortised from the point at which the asset is ready for use on a straight line
method over its useful life.
The expenditure capitalised includes the cost of materials, direct labour and overheads costs that are directly attributable to preparing the assets
for its intended use. Other development expenditure is recognised in the statement of profit or loss as incurred. Development costs previously
recognised as an expense are not recognised as an asset in a subsequent period.
All other significant accounting policies are disclosed in their respective notes.
Estimates and judgements are continuously evaluated by the Directors and are based on historical experience and other factors, including expectations
of future events that are believed to be reasonable under the circumstances.
The Group and the Company make estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, rarely equate
to the related actual results. To enhance the information content of the estimates, certain key variables that are anticipated to have a material impact on
the Group’s and the Company’s results and financial positions are tested for sensitivity to changes in the underlying parameters.
The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the
next financial year are outlined below:
(a) Impairment of property, plant and equipment ('PPE')
The Group and the Company assess impairment of assets whenever the events or changes in circumstances indicate that the carrying amount of an
asset may not be recoverable, i.e., the carrying amount of the asset is more than the recoverable amount.
Recoverable amount is measured at the higher of the fair value less cost to sell for that asset and its VIU. The VIU is the net present value of the
projected future cash flows derived from that asset discounted at an appropriate discount rate. Projected future cash flows are based on the Group’s
and the Company’s estimates calculated based on historical, sector and industry trends, general market and economic conditions, changes in
technology and other available information.
The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the
next financial year are outlined below: (continued)
(b) Impairment of subsidiaries and associates
The Group and the Company assess impairment of its investment in subsidiaries and associates whenever the events or changes in circumstances
indicate that the carrying amount may not be recoverable i.e. the carrying amount is more than the recoverable amount. Recoverable amount
is measured at the higher of the fair value less cost to sell and its VIU. The VIU is the net present value of the projected future cash flow derived
discounted at an appropriate discount rate. Projected future cash flows are based on the Group’s and the Company’s estimates calculated based
on historical, sector and industry trends, general market and economic conditions, changes in technology and other available information. The
assumptions used, results and sensitivity of the impairment assessments are disclosed in Notes 7 and 9.
The Group tests goodwill for impairment annually in accordance with its accounting policy and whenever events or change in circumstances
indicate that this is necessary within the financial period. This requires an estimation of the VIU of the cash generating unit to which the goodwill is
allocated. Estimating the VIU requires the Group to make an estimate of the expected future cash flows from the cash generating unit to the Group
and also to apply a suitable discount rate in order to calculate the present value of those cash flows. The assumptions used, results and sensitivity of
the impairment assessment of goodwill are disclosed in Note 10.
(d) Measurement of expected credit loss (‘ECL’) allowance for financial assets
The loss allowances for financial assets are based on assumptions about risk of default and expected loss rates. The Group and the Company use
judgements in making these assumptions and selecting the inputs to the impairment calculation, based on the Group’s and the Company’s past
history, existing market conditions as well as forward looking estimates at the end of each reporting period. Details of key assumptions and inputs
used are disclosed in Note 45.
The Group recognises a provision for restoration costs for leased assets where contracts contain an obligation to remove the asset after the end
of the contract and to restore the site to its original condition. The estimates of the restoration costs are based on the quoted price given by the
external contractor for a particular asset. The provision recognised is the present value of the estimated restoration costs discounted using a risk free
pre-tax rate. An amount equivalent to the provision is recognised within PPE and ROU assets depending on in which category the underlying asset is
recognised, and is depreciated over the useful lives of the related assets. The unwinding of the discount on the provision is included in finance cost.
The details of the provision are disclosed in Note 29.
Income tax is estimated based on the rules governed under the Income Tax Act, 1967.
Differences in determining the capital allowances, deductibility of certain expenses and subsequent utilisation of reinvestment allowance
may arise during the estimation of the provision for income tax between tax calculated at the statement of financial position date, and the
final submission to the tax authority as a result of obtaining further detailed information that may become available subsequent to the
statement of financial position date.
Where the final tax outcome of these matters is different from the amounts that were initially recognised, such differences will impact the
income tax provisions and deferred tax balance in the period in which such determination is made.
The Group and the Company have recorded tax recoverable for which the Group and the Company believe that there is a reasonable basis for
recognition. Where the final tax outcome of this matter is different from the amount that was initially recorded, such difference may cause a
material adjustment to the carrying amount of the tax recoverable balance recorded in the period in which such determination is made.
The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the
next financial year are outlined below: (continued)
(f ) Estimation of income taxes (continued)
On 23 November 2015, the Inland Revenue Board (‘IRB’) had disallowed the Company’s reinvestment allowance (‘RIA’) claims for the Years
of Assessment (‘YAs’) 2013 and 2014 and had issued notices of additional assessments (‘Notices’) of RM2,068.2 million to the Company. The
Company had filed an appeal to the Special Commissioners of the Income Tax (‘SCIT’) against the Notices.
On 28 November 2019, the IRB had also disallowed the Company’s RIA claims for the YAs 2015, 2016 and 2017 by issuing Notices of RM3,977.9
million to the Company. The Company had commenced a judicial review application to the High Court against the said Notices. The leave
application was heard on 5 October 2020 and pending decision, the Company was granted an interim stay against the payment of the
disputed tax.
On 30 December 2020, the Company and the IRB recorded a consent order in relation to the judicial review filed for the YAs 2015, 2016 and
2017. Pursuant to the consent order, the Court had granted a stay of proceedings against the enforcement of the IRB’s notices of additional
assessment and leave to commence judicial review. The substantive hearing which was initially fixed on 16 March 2022 has been vacated by
the High Court. The High Court proceeded to reschedule the hearing to 21 June 2022.
On 13 July 2020, the IRB had also disallowed the Company’s RIA claims for the YA 2018 by issuing notice of additional assessment of RM1,812.5
million to the Company. The Company had commenced judicial review application against the said Notices and the leave application was heard
by the High Court on 21 September 2020 and the High Court had granted leave to the Company to commence judicial review proceedings
against the IRB on 30 September 2020. On 21 January 2021, the Company and the IRB recorded a consent order in relation to the judicial
review filed for the YA 2018.
Pursuant to the consent order, the High Court has granted a stay of proceedings against the enforcement of the IRB’s notice of additional assessment.
Subsequently on 13 January 2022, the High Court heard TNB’s judicial review application and on 8 February 2022, the High Court had allowed with
cost the Company’s judicial review application to set aside the IRB’s notice of additional assessment dated 13 July 2020 for the YA 2018.
The High Court agreed with the Company’s submission that TNB is in the business of manufacturing electricity and as such, TNB is entitled to
claim RIA on the capital expenditure which was incurred in YA 2018 in the course of expanding, modernising and automating TNB’s business.
Separately on 8 February 2022, the IRB had filed a notice of appeal before the Court of Appeal against the decision of the High Court. The Court
of Appeal had fixed a case management on 28 March 2022.
As at 31 December 2021, the Group and the Company recorded a tax recoverable of RM3,522.4 million from the IRB arising from the
resubmission of tax computations for the YAs 2003 to 2006 and 2008 to 2012 pursuant to the explicit approval given by the IRB on 21 January
2013 on the eligibility of the Company in claiming the RIA and the payment of RM1,757.3 million which had been made to IRB in December
2020 in respect of YAs 2016 and 2017.
In addition, the Group and the Company have not recorded the potential additional tax liability arising from the tax impact if the RIA claimed
is disallowed and the Company loses its appeal. The realisation of this tax recoverable and the potential tax liability is dependent on the
outcome of judgement on the RIA claims by the SCIT and by the Kuala Lumpur High Court, including if there is a subsequent appeal by either
party, as disclosed in Note 42.
The Directors have performed an assessment on the tax recoverable of RM3,522.4 million and the potential tax liability based on legal view
obtained from external legal counsel and the facts surrounding its RIA claims. The Directors have exercised judgement that there is sufficient
evidence and case law to support the Company’s appeal against the Notices.
On 16 November 2021, Kapar Energy Ventures Sdn. Bhd.’s (‘KEV’) had commenced a judicial review against the Minister of Finance at the High
Court to challenge the matters on IRB disallowing the interest expenses incurred by KEV in relation to the Redeemable Unsecured Loan Stock
granted to KEV by TNB and Malakoff Corporation Berhad and KEV’s revision of revenue for the YAs 2004 to 2009.
The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the
next financial year are outlined below: (continued)
(f ) Estimation of income taxes (continued)
Based on the legal advice obtained from its tax solicitors, KEV is of the view that it has a good basis in law to contend that the said Notices were
incorrectly raised by the IRB and on this basis the Directors are of the opinion that no provision is required in the financial statements for the
potential tax liability up to the reporting date. Further details on the judicial review are as disclosed in Note 42.
Deferred tax assets are recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary
differences or unused tax losses can be utilised. This involves judgement regarding the future financial performance of the particular entity in
which the deferred tax asset has been recognised, as disclosed in Note 12.
The Group and the Company provide both Retirement Benefit Plan and Post Retirement Medical Plan for certain employees. The present value of
the employee benefits obligations depends on a number of factors that are determined on an actuarial basis using certain assumptions. The key
assumptions used in determining the net cost/(income) for the employee benefits include discount rate, medical claim inflation rate and salary
increment rate. Any changes in these assumptions will impact the carrying amount of employee benefits obligations, as disclosed in Note 25.
• Discount rate
The Group and the Company determine the appropriate discount rate at the end of each financial period. This is the interest rate that should
be used to determine the present value of estimated future cash outflows expected to be required to settle the pension obligations. In
determining the appropriate discount rate, the Group and the Company consider the interest rates of high-quality corporate bonds that
are denominated in the currency in which the benefits will be paid and that have terms to maturity approximating the terms of the related
employee benefits obligations.
The medical claim inflation rate for general practitioner, hospitalisation, specialist and dialysis medical claims, as determined by the Group and
the Company are based on the annualised increase in average claims over the past 4 years.
The salary increment rate for employees receiving the Retirement Benefit Plan as determined by the Group and the Company is based on
the average salary increment rate for the past 12 years and considerations for price inflation, real salary increase, promotions and Collective
Agreement (‘CA’) negotiation.
The Group’s sustainability pathway is to reduce emission intensity by 35.0%, halve coal generation capacity by 2035, aspire to achieve net zero
emissions and coal free by 2050. Based on this sustainability pathway, the Group has assessed whether climate change risks have affected the
reasonable and supportable assumption used to estimate the cash flow projections and the estimated useful lives of the generation assets. The
revisions and assessments in relation to the climate change and sustainability pathway do not have a material impact on the financial statements of
the Group and the Company. Further details are as disclosed in Note 5.
Accounting Policy
PPE are stated at cost less accumulated depreciation and accumulated impairment losses. Cost includes expenditure that is directly attributable to
the construction or acquisition of the items and bringing them to the location and condition so as to render them operational in the manner intended
by the Group and the Company and allocated according to its components.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future
economic benefits associated with the items can be measured reliably. The carrying amount of the replaced part is derecognised.
The cost of major overhaul/inspection is recognised in the asset’s carrying amount as a replacement and the remaining carrying amount of the
previous major overhaul/inspection is derecognised.
Major spare parts and standby equipment are recognised as assets when the Group and the Company expect to use for more than one period.
Similarly, if the spare parts and servicing equipment can be used only in connection with an item of PPE, they are accounted for as PPE.
Gains or losses on disposal of PPE are determined by reference to their carrying amount and are included in profit or loss.
Freehold land and capital work-in-progress are not depreciated. Other PPE are depreciated on the straight line method to allocate the cost to their
residual values over their estimated useful lives, summarised as follows:
Buildings and civil works 10 - 60 years
Plant and machinery 3 - 50 years
Lines and distribution mains 10 - 60 years
Distribution services 25 years
Meters 10 - 15 years
Public lighting 15 - 25 years
Furniture, fittings and office equipment 3 - 15 years
Motor vehicles 5 - 15 years
Residual values and useful lives of assets are reviewed and adjusted if appropriate, on an annual basis.
At the end of the reporting period, the Group and the Company assess whether there is any indication of impairment. If such indications exist, an
analysis is performed to assess whether the carrying amount of the asset is fully recoverable. An impairment loss is recognised if the carrying amount
exceeds the recoverable amount (Note 3(c)).
The Group has revised the estimated useful lives of generation assets based on the trend within the power generation industry and the Group’s
sustainability pathway. Accordingly, the useful lives of the gas fired power plants’ plant and machinery and hydro power plant dams have been
extended for additional 5 years and 40 years respectively, based on the track records and research information available. There was a revision to the
useful lives of the coal fired power plants related assets which is in line with the Group’s aspiration to discontinue coal plants.
Transfers/
Exchange Adjustments/
As at rate Reclassification/ As at
1.1.2021 adjustments Additions Disposals Write offs 31.12.2021
RM’million RM’million RM’million RM’million RM’million RM’million
2021
Group
Cost
Freehold land 2,843.6 0 324.9 0 (2.5) 3,166.0
Buildings and civil works 24,075.7 0 20.5 13.3 1,269.7 25,379.2
26,919.3 0 345.4 13.3 1,267.2 28,545.2
Released on
Exchange Charged disposals/
As at rate for the Transfers/ As at
1.1.2021 adjustments financial year Write offs 31.12.2021
RM’million RM’million RM’million RM’million RM’million
2021
Group
Accumulated depreciation
Buildings and civil works 8,157.7 0 645.5 31.1 8,834.3
Plant and machinery 39,954.9 3.2 3,806.0 (499.1) 43,265.0
Lines and distribution mains 27,583.3 0 1,786.7 (64.4) 29,305.6
Distribution services 3,207.8 0 188.9 0 3,396.7
Meters 2,249.6 0 197.7 (62.9) 2,384.4
Public lighting 559.4 0 117.6 (0.2) 676.8
Furniture, fittings and office equipment 2,518.0 0 412.9 (5.4) 2,925.5
Motor vehicles 590.3 0 38.1 (30.3) 598.1
84,821.0 3.2 7,193.4 (631.2) 91,386.4
Transfers/
Exchange Acquisition Asset Adjustments/
As at rate of classified as Reclassification/ As at
1.1.2020 adjustments subsidiary held for sale Additions Disposals Write offs 31.12.2020
RM’million RM’million RM’million RM’million RM’million RM’million RM’million RM’million
2020
Group
Cost
Freehold land 2,509.3 0 0 (1.3) 336.1 (0.5) 0 2,843.6
Buildings and civil works 24,309.5 (0.1) 0 (2.1) 7.9 (173.9) (65.6) 24,075.7
26,818.8 (0.1) 0 (3.4) 344.0 (174.4) (65.6) 26,919.3
Plant and machinery 83,494.7 (32.2) 2,540.5 (504.6) 129.4 (114.6) 3,270.9 88,784.1
Lines and distribution mains 49,192.0 0 0 0 31.8 (18.4) 3,041.8 52,247.2
Distribution services 4,856.4 0 0 0 9.1 0 233.8 5,099.3
Meters 3,270.0 0 0 0 2.9 (20.8) 352.0 3,604.1
Public lighting 1,164.8 0 0 0 0 0.4 511.4 1,676.6
Furniture, fittings and office
equipment 3,029.4 (0.4) 0 (6.0) 484.1 (85.7) 6.1 3,427.5
Motor vehicles 728.0 (0.1) 0 (1.2) 57.8 (13.7) 16.2 787.0
172,554.1 (32.8) 2,540.5 (515.2) 1,059.1 (427.2) 7,366.6 182,545.1
Capital work-in-progress 15,863.1 0 0 (28.5) 6,084.6 (139.3) (6,907.9) 14,872.0
188,417.2 (32.8) 2,540.5* (543.7) #
7,143.7 (566.5) 458.7 197,417.1
Released on
Exchange Asset Charged disposals/
As at rate classified as for the Transfers/ As at
1.1.2020 adjustments held for sale financial year Write offs 31.12.2020
RM’million RM’million RM’million RM’million RM’million RM’million
2020
Group
Accumulated depreciation
Buildings and civil works 7,509.7 0 (2.0) 627.4 22.6 8,157.7
Plant and machinery 36,309.6 2.3 11.8 3,773.8 (142.6) 39,954.9
Lines and distribution mains 25,816.8 0 0 1,781.0 (14.5) 27,583.3
Distribution services 3,021.7 0 0 186.1 0 3,207.8
Meters 2,093.4 0 0 172.4 (16.2) 2,249.6
Public lighting 465.8 0 0 93.2 0.4 559.4
Furniture, fittings and office equipment 2,279.6 0 (5.2) 326.3 (82.7) 2,518.0
Motor vehicles 569.0 0 (1.2) 37.1 (14.6) 590.3
78,065.6 2.3 3.4 #
6,997.3 (247.6) 84,821.0
Transfers/
Adjustments/
As at Reclassification/ As at
1.1.2021 Additions Disposals Write offs 31.12.2021
RM’million RM’million RM’million RM’million RM’million
2021
Company
Cost
Freehold land 2,558.5 324.9 0 129.9 3,013.3
Buildings and civil works 15,258.0 0 0 482.8 15,740.8
17,816.5 324.9 0 612.7 18,754.1
Released on
Charged disposals/
As at for the Transfers/ As at
1.1.2021 financial year Write offs 31.12.2021
RM’million RM’million RM’million RM’million
2021
Company
Accumulated depreciation
Buildings and civil works 4,796.1 362.3 (0.1) 5,158.3
Plant and machinery 23,022.4 1,727.5 (471.0) 24,278.9
Lines and distribution mains 26,431.7 1,667.0 (64.4) 28,034.3
Distribution services 2,994.1 172.7 0 3,166.8
Meters 2,172.4 191.2 (62.9) 2,300.7
Public lighting 558.6 117.5 (0.2) 675.9
Furniture, fittings and office equipment 2,086.1 375.3 (0.8) 2,460.6
Motor vehicles 451.0 27.3 (27.1) 451.2
62,512.4 4,640.8 (626.5) 66,526.7
Transfers/
Adjustments/
As at Reclassification/ As at
1.1.2020 Additions Disposals Write offs 31.12.2020
RM’million RM’million RM’million RM’million RM’million
2020
Company
Cost
Freehold land 2,512.1 317.8 (0.5) (270.9) 2,558.5
Buildings and civil works 18,156.7 0 (173.4) (2,725.3) 15,258.0
20,668.8 317.8 (173.9) (2,996.2) 17,816.5
Released on
Charged disposals/
As at for the Transfers/ As at
1.1.2020 financial year Write offs 31.12.2020
RM’million RM’million RM’million RM’million
2020
Company
Accumulated depreciation
Buildings and civil works 6,005.5 420.7 (1,630.1) 4,796.1
Plant and machinery 24,380.2 1,913.8 (3,271.6) 23,022.4
Lines and distribution mains 24,771.8 1,674.4 (14.5) 26,431.7
Distribution services 2,824.4 169.7 0 2,994.1
Meters 2,018.1 170.5 (16.2) 2,172.4
Public lighting 465.8 93.2 (0.4) 558.6
Furniture, fittings and office equipment 1,967.5 290.4 (171.8) 2,086.1
Motor vehicles 460.3 25.8 (35.1) 451.0
62,893.6 4,758.5 (5,139.7)^ 62,512.4
Group Company
2021 2020 2021 2020
RM’million RM’million RM’million RM’million
* It relates to the recognition of Vantage Solar Investments S.A.R.L. (formerly known as Vortex Solar Investments S.A.R.L.) (‘VSI’) as a subsidiary during the financial year 2020 as
disclosed in Note 47.
#
During the financial year 2020, the carrying amount of TNB Liberty Power Limited (‘LPL’)’s PPE has been reclassified as assets held for sale. On 30 November 2021, the subsidiary
was disposed as disclosed in Note 23.
^
The transfers, adjustments or reclassification includes the PPE amounting to RM3,092.7 million transferred at net book value to TNB Power Generation Sdn. Bhd. (‘TPGSB') during
the financial year 2020.
The title deeds of certain lands are in the process of being registered in the name of the Company and certain subsidiaries.
Net book value of PPE pledged as security for borrowings are disclosed in Note 27.
Included in the capital work-in-progress is interest capitalised during the financial year for the Group and the Company of RM274.4 million (2020: RM466.3
million) and RM249.4 million (2020: RM259.6 million) respectively.
The capitalisation rate used to determine the amount of borrowing cost eligible for capitalisation is 5.3% (2020: 5.5%).
Accounting Policy
A lease is a contract, or part of a contract, whereby the lessor conveys to the lessee the right to control the use of an identified asset for a period of
time in exchange for consideration.
To assess whether a contract conveys the right to control the use of an identified asset, the Group and the Company assess whether:
• The contract involves the use of an identified asset – this may be specified explicitly or implicitly, and should be physically distinct or represent
substantially all of the capacity of a physically distinct asset. If the supplier (‘lessor’) has a substantive substitution right, then the asset is not
identified;
• The customer (‘lessee’) has the right to obtain substantially all of the economic benefits from use of the asset throughout the period of use; and
• The customer (‘lessee’) has the right to direct the use of the asset. In rare cases where the decision about how and for what purpose the asset is
used is predetermined, the customer (‘lessee’) has the right to direct the use of the asset if either the customer (‘lessee’) has the right to operate
the asset; or the customer designed the asset in a way that predetermines how and for what purpose it will be used.
The Group and the Company lease various buildings, plant and machinery, furniture and fittings, office equipment and motor vehicles. These leases
have tenures between 1 and 25 years. Lease terms are generally negotiated on an individual basis. As for leasehold land, the remaining period of the
respective leases ranges from 4 to 99 years.
The Group and the Company recognise a ROU asset and a lease liability for all leases conveying the right to control the use of an identified asset
for a period of time.
The ROU assets recognised by the Group and the Company are initially recorded at cost, which comprise the following:
• The amount of the initial measurement of the lease liability;
• Any lease payments made on or before the commencement date of the lease, less any lease incentives received;
• Any initial direct costs incurred by the Group and the Company; and
• An estimate of costs to be incurred by the Group and the Company in dismantling and removing the underlying asset, restoring the site
on which it is located or restoring the underlying asset to the condition required by the lessor.
The lease liability is initially measured at the present value of the lease payments that are not paid at that date. The lease payments are
discounted using the Group’s incremental borrowing rate.
Lease liabilities include the net present value of the following lease payments:
• Fixed payments (including in-substance fixed payments), less any lease incentives receivable;
• Variable lease payments that are based on an index or a rate;
• Amounts expected to be payable by the lessee under residual value guarantees;
• The exercise price of a purchase option if the lessee is reasonably certain to exercise that option; and
• Payments of penalties for terminating the lease, if the lease term reflects the lessee exercising that option.
After initial recognition, the Group and the Company measure ROU assets at cost:
• Less any accumulated depreciation;
• Less any accumulated impairment losses; and
• Adjusted for any remeasurement of the lease liabilities.
The Group and the Company measure the lease liability by increasing the carrying amount to reflect interest on the lease liability, reducing the
carrying amount to reflect lease payments made, and remeasuring the carrying amount to reflect any reassessments or lease modifications.
Extension and termination options are included in a number of property and equipment leases across the Group. In determining the lease
term, management considers all facts and circumstances that create an economic incentive to exercise an extension option, or not exercise a
termination option. Extension options (or periods after termination options) are only included in the lease term if the lease is reasonably certain
to be extended (or not terminated).
The assessment of reasonable certainty is reviewed if a significant event or a significant change in circumstances occurs which affects this
assessment and that is within the control of the lessee.
The Group and the Company have elected not to recognise ROU assets and lease liabilities for leases of low-value assets.
If an arrangement contains lease and non-lease components, the Group and the Company apply MFRS 15 to allocate the consideration in the contract
based on the stand-alone selling prices.
A ROU asset and its corresponding lease liability are recognised at the date the leased asset is available for used by the Group and the Company. Each
lease payment is allocated between the principal and finance cost. The finance cost is charged to profit or loss over the lease period so as to produce a
constant periodic rate of interest on the remaining balance of the liability for each period. The ROU asset is depreciated over the shorter of the asset’s
useful life and the lease term on a straight-line basis.
At the end of the reporting period, the Group and the Company assess whether there is any indication of impairment. If such indication exist, an
analysis is performed to assess whether the carrying amount of the asset is fully recoverable. An impairment loss is recognised if the carrying amount
exceeds the recoverable amount (Note 3(c)).
Exchange Transfers/
As at rate Adjustments/ As at
1.1.2021 adjustments Additions Reclassification 31.12.2021
RM’million RM’million RM’million RM’million RM’million
2021
Group
Cost
Long leasehold land 2,541.6 6.5 68.5 (1.3) 2,615.3
Short leasehold land 24.7 0 0 0.4 25.1
Buildings 129.4 0 16.6 0.4 146.4
2,695.7 6.5 85.1 (0.5) 2,786.8
2021
Group
Accumulated depreciation
Long leasehold land 526.1 0.1 40.4 (2.4) 564.2
Short leasehold land 14.7 0 0.8 0.1 15.6
Buildings 81.5 0 28.6 0.2 110.3
622.3 0.1 69.8 (2.1) 690.1
ROU
Exchange Acquisition classified Transfers/
As at rate of as held Adjustments/ As at
1.1.2020 adjustments subsidiary for sale Additions Reclassification 31.12.2020
RM’million RM’million RM’million RM’million RM’million RM’million RM’million
2020
Group
Cost
Long leasehold land 2,389.4 (0.7) 175.0 (0.1) 18.8 (40.8) 2,541.6
Short leasehold land 24.7 0 0 0 0 0 24.7
Buildings 107.1 0 0 (1.7) 22.1 1.9 129.4
2,521.2 (0.7) 175.0 (1.8) 40.9 (38.9) 2,695.7
ROU
Exchange classified Charged Transfers/
As at rate as held for the Adjustments/ As at
1.1.2020 adjustments for sale financial year Reclassification 31.12.2020
RM’million RM’million RM’million RM’million RM’million RM’million
2020
Group
Accumulated depreciation
Long leasehold land 493.0 0.1 0 32.7 0.3 526.1
Short leasehold land 14.0 0 0 0.7 0 14.7
Buildings 43.1 0 (0.1) 38.1 0.4 81.5
550.1 0.1 (0.1) 71.5 0.7 622.3
Transfers/
As at Adjustments/ As at
1.1.2021 Additions Reclassification 31.12.2021
RM’million RM’million RM’million RM’million
2021
Company
Cost
Long leasehold land 1,236.2 22.7 (3.4) 1,255.5
Short leasehold land 4.5 0 0.2 4.7
Buildings 108.4 77.6 0 186.0
1,349.1 100.3 (3.2) 1,446.2
Charged Transfers/
As at for the Adjustments/ As at
1.1.2021 financial year Reclassification 31.12.2021
RM’million RM’million RM’million RM’million
2021
Company
Accumulated depreciation
Long leasehold land 310.6 17.7 (1.8) 326.5
Short leasehold land 3.0 0.1 0 3.1
Buildings 68.2 30.6 0 98.8
381.8 48.4 (1.8) 428.4
Transfers/
As at Adjustments/ As at
1.1.2020 Additions Reclassification 31.12.2020
RM’million RM’million RM’million RM’million
2020
Company
Cost
Long leasehold land 1,452.5 17.1 (233.4) 1,236.2
Short leasehold land 4.5 0 0 4.5
Buildings 91.1 17.3 0 108.4
1,548.1 34.4 (233.4) 1,349.1
Charged Transfers/
As at for the Adjustments/ As at
1.1.2020 financial year Reclassification 31.12.2020
RM’million RM’million RM’million RM’million
2020
Company
Accumulated depreciation
Long leasehold land 359.9 19.9 (69.2) 310.6
Short leasehold land 2.9 0.1 0 3.0
Buildings 36.1 32.1 0 68.2
398.9 52.1 (69.2) 381.8
Group Company
2021 2020 2021 2020
RM’million RM’million RM’million RM’million
* It relates to the recognition of VSI as a subsidiary during the financial year 2020 as disclosed in Note 47.
#
During the financial year 2020, the carrying amount of LPL’s ROU has been reclassified as assets held for sale. On 30 November 2021, the subsidiary was disposed as disclosed in
Note 23.
^
The transfers, adjustments or reclassification includes the ROU assets amounting to RM163.7 million transferred at net book value to TPGSB during the financial year 2020.
The title deeds of certain leasehold lands classified as ROU assets are in the process of being registered in the name of the Company and certain subsidiaries.
Net book value of ROU pledged as security for borrowings are disclosed in Note 27.
7 SUBSIDIARIES
Company
2021 2020
RM’million RM’million
At cost:
Unquoted Ordinary Shares 1,571.8 1,457.9
Redeemable Preference Shares 9,332.7 2,292.1
Shares/Options granted to employees of subsidiaries 307.8 223.0
11,212.3 3,973.0
Less: Accumulated impairment losses (3,749.1) (3,150.2)
7,463.2 822.8
7 SUBSIDIARIES (CONTINUED)
(a) Movement in unquoted ordinary shares and redeemable preference shares ('RPS') in investments in subsidiaries:
(i) On 15 March 2021, the Company subscribed to an additional 225,000,000 new ordinary shares issued by TNB Power Generation Sdn. Bhd.
(‘TPGSB’), by conversion of amounts due from TPGSB amounting to RM225.0 million.
(ii) On 24 May 2021, the Company subscribed to an additional 500,000 new ordinary shares issued by TNB Renewables Sdn. Bhd. (‘TNBRE’), by
conversion of amounts due from TNBRE amounting to RM500,000.
(iii) On 29 November 2021, the Company subscribed to an additional 1,000,004 ordinary shares issued by TNB Retail Sdn. Bhd. (‘RETAIL’), by
conversion of amounts due from RETAIL amounting to RM1.0 million.
(iv) On 30 November 2021, the Company disposed 30,000,000 ordinary shares amounting to RM120.5 million in TNB Power Daharki Ltd. (‘TPD’),
upon completion of the divestment as disclosed in Note 23. This has resulted in a loss on disposal of RM29.3 million for the Company.
(v) On 23 December 2021, the Company subscribed to an additional 7,900,000 new ordinary shares issued by Allo Technology Sdn. Bhd. (‘ATSB’),
by conversion of amounts due from ATSB amounting to RM7.9 million.
(vi) On 1 June 2021, the Company subscribed to 6,495,000,000 new RPS issued by TPGSB, by conversion of amounts due from TPGSB amounting
to RM6,495.0 million.
(vii) The Company subscribed to 9,112,300 new RPS issued by TNBRE by conversion of amounts due from TNBRE amounting to RM9.1 million on
18 November 2021 (RM5.5 million) and 24 December 2021 (RM3.6 million), respectively.
(viii) On 29 November 2021, the Company subscribed to 54,443,320 new RPS issued by RETAIL, by conversion of amounts due from RETAIL
amounting to RM54.4 million.
(ix) On 23 December 2021, the Company subscribed to 81,600,000 new RPS issued by ATSB, by conversion of amounts due from ATSB amounting
to RM81.6 million.
(x) On 23 December 2021, the Company subscribed to 400,510,578 new RPS issued by Universiti Tenaga Nasional Sdn. Bhd. (‘UNITEN’), by
conversion of amounts due from UNITEN amounting to RM400.5 million.
The investment in UNITEN which was by conversion of amounts due from UNITEN amounting to RM400.5 million, had been fully impaired by
the Company during previous financial years.
7 SUBSIDIARIES (CONTINUED)
The impairment of investment in TPD amounting to RM120.5 million has been derecognised upon completion of the divestment on 30
November 2021.
(iii) Impairment assessment for Power and Energy International (Mauritius) Ltd. (‘PEIM’)
During the financial year, the Company had undertaken the impairment assessment of its investment in PEIM, an investment holding
company. The impairment assessment was triggered by the impairment of one of its significant associate, GMR Energy Limited (‘GEL’) for both
current and preceding financial years (Note 9 (b)). Based on the impairment assessment which estimates the cash flows available for dividend
distribution from its investments in GEL and Malaysian Shoaiba Consortium Sdn. Bhd. (‘MSCSB’), the carrying amount of the Company’s
investment in PEIM as at 31 December 2021 exceeded its recoverable amount, hence additional impairment loss of RM300.2 million (2020:
RM149.0 million) was recognised in the current financial year.
The method, key assumptions used in determining the recoverable amount and the effects of changes in the key assumptions for GEL are as
disclosed in Note 9 (b).
Allo Technology Sdn. Bhd. 100% 100% Information technology related services Malaysia
Global Power Enerjî Sanayî Ve Tîcaret 100% 100% To engage in activities related to building and Turkey
Anonîm Şîrketî* operating electricity production facilities, producing
electricity and/or capacity and distributing the
generated electricity and/or capacity to customers
and/or to legal entities with wholesale trade licences
or retail sale licences and to free consumers
Malaysia Transformer Manufacturing 100% 100% Principally engaged in the business of manufacturing, Malaysia
Sdn. Bhd. selling and repairing distribution, power and
earthing transformers
7 SUBSIDIARIES (CONTINUED)
REV Property Holdings Sdn. Bhd. 100% 100% Investment holding company, property asset Malaysia
management and property facility management
REV Horizon Sdn. Bhd. 100% 100% Property asset management, property project Malaysia
management and property facility maintenance
Sabah Electricity Sdn. Bhd. 83% 83% Business of generation, transmission, distribution and Malaysia
sale of electricity and services in Sabah and the
Federal Territory of Labuan
Tenaga Switchgear Sdn. Bhd. 60% 60% Principally engaged in the business of assembling Malaysia
and manufacturing of high voltage switchgears and
contracting of turnkey transmission substations
TSG Ormazabal Sdn. Bhd. 36% 36% Assembling, manufacture, test, reconditioning, Malaysia
distribution and other sources of medium voltage
switchgear and control gear for transmission and
distribution of electric power
TNB Capital (L) Ltd.* 100% 100% Investment holding company Malaysia
(In members’ voluntary winding up)
TNB Energy Services Sdn. Bhd. 100% 100% Generating, distributing, supplying, dealing, selling Malaysia
of different kinds of energy sources and related
technical services
7 SUBSIDIARIES (CONTINUED)
MAEVI Sdn. Bhd. 70% 70% Providing infrastructure for hosting, data processing Malaysia
services and related activities research and
development on engineering and technology,
export and import of electrical and electronic goods
Tenaga E Mobility Solutions Sdn. Bhd.* 100% 100% Operation of parking facilities for motor vehicles Malaysia
(parking lots), operation of generation facilities that
produce electric energy and engineering services
TNB Engineering Corporation Sdn. Bhd. 100% 100% Principally engaged as turnkey contractors, energy Malaysia
project development specialising in district cooling
system and co-generation including operation and
maintenance works
Bangsar Energy Systems Sdn. Bhd. 100% 100% Operating an integrated district cooling system for air Malaysia
conditioning systems of office buildings
Cooling Energy Supply Sdn. Bhd. 70% 70% Operation of the concession to operate, maintain and Malaysia
upgrade an existing district cooling co-generation plant
and to supply electricity and chilled water to customer
TNEC Operations And Maintenance 100% 100% The company ceased business and has remained as Malaysia
Sdn. Bhd. investment holding company
Tomest Energy Management Sdn. Bhd.* 51% 51% Operating an integrated district cooling system for air Malaysia
(In members’ voluntary winding up) conditioning buildings
TNB Fuel Services Sdn. Bhd. 100% 100% Supplying fuel and coal for power generation Malaysia
TNB Global Captive (L) Ltd. 100% 100% Insurance and reinsurance related business Malaysia
7 SUBSIDIARIES (CONTINUED)
TNB Global Ventures Capital Berhad* 100% 100% Investment holding company Malaysia
TNB Integrated Learning Solution Sdn. Bhd. 100% 100% Providing training courses Malaysia
TNB International Sdn. Bhd. 100% 100% Investment holding company Malaysia
Tenaga Wind Ventures UK Ltd.# 100% 100% Investment holding company United Kingdom
Bluemerang Capital Ltd.# 100% 100% Direct investment holding company of assets involved United Kingdom
in generation and sale of power through renewable
energy (wind turbines) in the UK
Subsidiaries of Bluemerang
Capital Ltd.
BCL Caslterigg Limited# 100% 100% Operation of wind assets for the generation and sale of United Kingdom
electricity in the UK
BCL Gwynt Limited# 100% 100% Operation of wind assets for the generation and sale of United Kingdom
electricity in the UK
BCL Harmeston Limited# 100% 100% Operation of wind assets for the generation and sale of United Kingdom
electricity in the UK
BCL Murex Bennacott Ltd.# 100% 100% Operation of wind assets for the generation and sale of United Kingdom
electricity in the UK
BLC Hunday Limited# 100% 100% Operation of wind assets for the generation and sale of United Kingdom
electricity in the UK
Ili (Wellgreen) Limited# 100% 100% Operation of wind assets for the generation and sale of United Kingdom
electricity in the UK
LE18 Limited# 100% 100% Operation of wind assets for the generation and sale of United Kingdom
electricity in the UK
LE19 Limited# 100% 100% Operation of wind assets for the generation and sale of United Kingdom
electricity in the UK
Murex Bennacott Limited# 100% 100% Operation of wind assets for the generation and sale of United Kingdom
electricity in the UK
7 SUBSIDIARIES (CONTINUED)
GVO Wind Limited# 100% 100% Direct investment holding company of assets involved United Kingdom
in generation and sale of power through renewable
energy (wind turbines) in the UK
Boghead WT Limited# 100% 100% Operation of wind assets for the generation and sale of United Kingdom
electricity in the UK
Durpley WT Limited# 100% 100% Operation of wind assets for the generation and sale of United Kingdom
electricity in the UK
GVO Wind F-1 Limited# 100% 100% Operation of wind assets for the generation and sale of United Kingdom
electricity in the UK
GVO Wind No. 1 Limited# 100% 100% Operation of wind assets for the generation and sale of United Kingdom
electricity in the UK
GVO Wind No. 2 Limited# 100% 100% Operation of wind assets for the generation and sale of United Kingdom
electricity in the UK
GVO Wind No. 3 Limited# 100% 100% Operation of wind assets for the generation and sale of United Kingdom
electricity in the UK
GVO Wind No. 4 Limited# 100% 100% Operation of wind assets for the generation and sale of United Kingdom
electricity in the UK
GVO Wind No. 5 Limited# 100% 100% Operation of wind assets for the generation and sale of United Kingdom
electricity in the UK
GVO Wind No. 6 Limited# 100% 100% Operation of wind assets for the generation and sale of United Kingdom
electricity in the UK
GVO Wind No. 7 Limited# 100% 100% Operation of wind assets for the generation and sale of United Kingdom
electricity in the UK
GVO Wind No. 9 Limited# 100% 100% Operation of wind assets for the generation and sale of United Kingdom
electricity in the UK
GVO Wind No. 10 Limited# 100% 100% Operation of wind assets for the generation and sale of United Kingdom
electricity in the UK
GVO Wind No. 11 Limited# 100% 100% Operation of wind assets for the generation and sale of United Kingdom
electricity in the UK
GVO Wind No. 12 Limited# 100% 100% Operation of wind assets for the generation and sale of United Kingdom
electricity in the UK
GVO Wind No. 13 Limited# 100% 100% Operation of wind assets for the generation and sale of United Kingdom
electricity in the UK
7 SUBSIDIARIES (CONTINUED)
GVO Wind No. 14 Limited# 100% 100% Operation of wind assets for the generation and sale of United Kingdom
electricity in the UK
GVO Wind No. 16 Limited# 100% 100% Operation of wind assets for the generation and sale of United Kingdom
electricity in the UK
GVO Wind No. 20 Limited# 100% 100% Operation of wind assets for the generation and sale of United Kingdom
electricity in the UK
GVO Wind No. 21 Limited# 100% 100% Operation of wind assets for the generation and sale of United Kingdom
electricity in the UK
GVO Wind No. 22 Limited# 100% 100% Operation of wind assets for the generation and sale of United Kingdom
electricity in the UK
GVO Wind No. 23 Limited# 100% 100% Operation of wind assets for the generation and sale of United Kingdom
electricity in the UK
GVO Wind No. 24 Limited# 100% 100% Operation of wind assets for the generation and sale of United Kingdom
electricity in the UK
GVO Wind No. 25 Limited# 100% 100% Operation of wind assets for the generation and sale of United Kingdom
electricity in the UK
GVO Wind No. 27 Limited# 100% 100% Operation of wind assets for the generation and sale of United Kingdom
electricity in the UK
GVO Wind No. 28 Limited# 100% 100% Operation of wind assets for the generation and sale of United Kingdom
electricity in the UK
GVO Wind No. 29 Limited# 100% 100% Operation of wind assets for the generation and sale of United Kingdom
electricity in the UK
GVO Wind No. 30 Limited# 100% 100% Operation of wind assets for the generation and sale of United Kingdom
electricity in the UK
GVO Wind No. 31 Limited# 100% 100% Operation of wind assets for the generation and sale of United Kingdom
electricity in the UK
GVO Wind No. 32 Limited# 100% 100% Operation of wind assets for the generation and sale of United Kingdom
electricity in the UK
GVO Wind No. 35 Limited# 100% 100% Operation of wind assets for the generation and sale of United Kingdom
electricity in the UK
GVO Wind No. 36 Limited# 100% 100% Operation of wind assets for the generation and sale of United Kingdom
electricity in the UK
GVO Wind No. 39 Limited# 100% 100% Operation of wind assets for the generation and sale of United Kingdom
electricity in the UK
7 SUBSIDIARIES (CONTINUED)
GVO Wind No. 40 Limited# 100% 100% Operation of wind assets for the generation and sale of United Kingdom
electricity in the UK
GVO Wind No. 41 Limited# 100% 100% Operation of wind assets for the generation and sale of United Kingdom
electricity in the UK
GVO Wind No. 42 Limited# 100% 100% Operation of wind assets for the generation and sale of United Kingdom
electricity in the UK
GVO Wind No. 43 Limited# 100% 100% Operation of wind assets for the generation and sale of United Kingdom
electricity in the UK
GVO Wind No. 44 Limited# 100% 100% Operation of wind assets for the generation and sale of United Kingdom
electricity in the UK
GVO/CME Wind No. 17 Limited# 100% 100% Operation of wind assets for the generation and sale of United Kingdom
electricity in the UK
GVO/CME Wind No. 18 Limited# 100% 100% Operation of wind assets for the generation and sale of United Kingdom
electricity in the UK
OGPW No.1 Limited# 100% 100% Operation of wind assets for the generation and sale of United Kingdom
electricity in the UK
Warren WT Limited# 100% 100% Operation of wind assets for the generation and sale of United Kingdom
electricity in the UK
Weston Town WT Limited# 100% 100% Operation of wind assets for the generation and sale of United Kingdom
electricity in the UK
TWV No. 1 Ltd.# 100% - Operation of wind assets for the generation and sale of United Kingdom
electricity in the UK
Vantage Solar Investments S.A.R.L. 55% 55% Investment holding company Luxembourg
(Formerly known as Vortex Solar
Invesments S.A.R.L.)#
Vantage Solar UK4 Limited 55% 55% Intermediate holding company England and
(Formerly known as Vortex Solar Wales
UK4 Limited)#
7 SUBSIDIARIES (CONTINUED)
TerraForm UK2 Intermediate 55% 55% Intermediate holding company England and
Holdings Ltd.# Wales
TerraForm UK3 Intermediate 55% 55% Intermediate holding company England and
Holdings Limited# Wales
Cambridge Solar Power Limited# 55% 55% Operation of solar assets for the generation and sale of England and
electricity in the UK Wales
SunE Green Holdco2 Ltd.# 55% 55% Direct investment holding company of assets involved England and
in generation and sale of power through renewable Wales
energy (solar) in the UK
AEE Renewables UK 31 55% 55% Operation of solar assets for the generation and sale of England and
Limited# electricity in the UK Wales
SunE Project1 Ltd.# 55% 55% Operation of solar assets for the generation and sale of England and
electricity in the UK Wales
SunE Green Holdco3 Limited# 55% 55% Direct investment holding company of assets involved England and
in generation and sale of power through renewable Wales
energy (solar) in the UK
Sunsave 10 (Fareham) Ltd.# 55% 55% Operation of solar assets for the generation and sale of England and
electricity in the UK Wales
Sunsave 15 (Westwood) 55% 55% Operation of solar assets for the generation and sale of England and
Limited# electricity in the UK Wales
Sunsave 20 (KnowIton) 55% 55% Operation of solar assets for the generation and sale of England and
Limited# electricity in the UK Wales
SunE Green Holdco4 Limited# 55% 55% Direct investment holding company of assets involved England and
in generation and sale of power through renewable Wales
energy (solar) in the UK
7 SUBSIDIARIES (CONTINUED)
Subsidiaries of SunE
Green Holdco4 Limited
Boyton Solar Park Limited# 55% 55% Operation of solar assets for the generation and sale of England and
electricity in the UK Wales
KS SPV 24 Limited# 55% 55% Operation of solar assets for the generation and sale of England and
electricity in the UK Wales
Sunsave 6 (Manston) Ltd.# 55% 55% Operation of solar assets for the generation and sale of England and
electricity in the UK Wales
SunE Green Holdco5 Limited# 55% 55% Direct investment holding company of assets involved England and
in generation and sale of power through renewable Wales
energy (solar) in the UK
MSP Fairwind Limited# 55% 55% Operation of solar assets for the generation and sale of England and
electricity in the UK Wales
Sunsave 14 (Fenton) Limited# 55% 55% Operation of solar assets for the generation and sale of England and
electricity in the UK Wales
SunE Green Holdco7 Limited# 55% 55% Direct investment holding company of assets involved England and
in generation and sale of power through renewable Wales
energy (solar) in the UK
Brynteg Solar Limited# 55% 55% Operation of solar assets for the generation and sale of England and
electricity in the UK Wales
Daisy No. 1 Limited# 55% 55% Operation of solar assets for the generation and sale of England and
electricity in the UK Wales
SE Bury Lane Solar Limited# 55% 55% Operation of solar assets for the generation and sale of England and
electricity in the UK Wales
SunE Green Energy Ltd.# 55% 55% Operation of solar assets for the generation and sale of England and
electricity in the UK Wales
SunE Green Holdco6 Limited# 55% 55% Direct investment holding company of assets involved England and
in generation and sale of power through renewable Wales
energy (solar) in the UK
7 SUBSIDIARIES (CONTINUED)
Sunsave 43 (Epwell) Limited# 55% 55% Operation of solar assets for the generation and sale of England and
electricity in the UK Wales
SunE Green Holdco9 Limited# 55% 55% Direct investment holding company of assets involved England and
in generation and sale of power through renewable Wales
energy (solar) in the UK
SunE Burthy Farm Solar 55% 55% Operation of solar assets for the generation and sale of England and
Limited# electricity in the UK Wales
SunE Little Neath Solar 55% 55% Operation of solar assets for the generation and sale of England and
Limited# electricity in the UK Wales
SunE Green Holdco13 Limited# 55% 55% Direct investment holding company of assets involved England and
in generation and sale of power through renewable Wales
energy (solar) in the UK
SunE Prestop Park Limited# 55% 55% Operation of solar assets for the generation and sale of England and
electricity in the UK Wales
SunE Hill Farm Solar Limited# 55% 55% Operation of solar assets for the generation and sale of England and
electricity in the UK Wales
SunE Sundorne Grove Solar 55% 55% Operation of solar assets for the generation and sale of England and
Limited# electricity in the UK Wales
Sunsave 11 (Wrockwardine 55% 55% Operation of solar assets for the generation and sale of England and
Farm) Limited# electricity in the UK Wales
Sunsave 17 (Castle Combe) 55% 55% Operation of solar assets for the generation and sale of England and
Limited# electricity in the UK Wales
Sunsave 31 (Horam) Limited# 55% 55% Operation of solar assets for the generation and sale of England and
electricity in the UK Wales
7 SUBSIDIARIES (CONTINUED)
Vantage Solar UK Limited 55% 55% Direct investment holding company of assets involved England and
(Formerly known as Vortex Solar in generation and sale of power through renewable Wales
UK Limited)# energy (solar) in the UK
Vantage Solar UK2 Limited 55% 55% Intermediate holding company England and
(Formerly known as Vortex Solar Wales
UK2 Limited)#
Vantage Solar UK3 Limited 55% 55% Intermediate holding company England and
(Formerly known as Vortex Solar Wales
UK3 Limited)#
TNB Liberty Power Limited# - 100% Operation of power plant and generation of electricity Pakistan
(Divestment of 100% shareholding
w.e.f. 30.11.2021)
TNB Power Generation Sdn. Bhd. 100% 100% Ownership, management and operation of the domestic Malaysia
power plants, renewable energy generation business,
power plant operation and maintenance business and
dry bulk terminal operation business
Lekir Bulk Terminal Sdn. Bhd. 100% 100% Development, ownership and management of a dry Malaysia
bulk terminal
Jimah East Power Sdn. Bhd. 70% 70% Involved in power generation Malaysia
Kapar Energy Ventures Sdn. Bhd. 60% 60% Generate and deliver electricity energy and generating Malaysia
capacity to TNB
Manjung Island Energy Berhad - - Special purpose company to raise Islamic securities Malaysia
under the Islamic Securities Programme
7 SUBSIDIARIES (CONTINUED)
Southern Power Generation Sdn. Bhd. 70% 70% Generate and deliver electricity and maintain Malaysia
generating capacity to TNB
TNB Bukit Selambau Solar Sdn. Bhd. 100% 100% Operation of generation facilities that produce electric Malaysia
energy
TNB Connaught Bridge Sdn. Bhd. 100% 100% Generate and deliver electricity energy and maintain Malaysia
generating capacity to TNB
TNB Janamanjung Sdn. Bhd. 100% 100% Generate and deliver electricity energy and maintain Malaysia
generating capacity to TNB
TNB Manjung Five Sdn. Bhd. 100% 100% Generate and deliver electricity energy and maintain Malaysia
generating capacity to TNB
TNB Western Energy Berhad 100% 100% Principally engaged in the construction of 1,000MW Malaysia
coal fired power plant in Lumut, Perak, Malaysia
TNB Pasir Gudang Energy Sdn. Bhd. 100% 100% Carry business of any matter relating to electricity Malaysia
especially the business of generation and supply of
electricity for any purpose in Malaysia
TNB Prai Sdn. Bhd. 100% 100% Generate and deliver electricity energy and maintain Malaysia
generating capacity to TNB
TNB Northern Energy Berhad 100% 100% Principally to construct a 1,071MW gas fired power Malaysia
plant in Seberang Perai Tengah, Seberang Perai,
Pulau Pinang, Malaysia
TNB Repair And Maintenance Sdn. Bhd. 100% 100% Providing repair and maintenance services to heavy Malaysia
industries and other related services
Tenaga WHR 1 Sdn. Bhd.* 100% 100% To carry on the business of establishing, constructing, Malaysia
commissioning, setting up, operating and
maintaining electric power generation systems,
transmission systems/networks, power systems,
generating stations/plants based on waste heat
recovery and/or power efficiency technology
7 SUBSIDIARIES (CONTINUED)
TNB REMACO Pakistan (Private) 100% 100% Providing repair and maintenance services to heavy Pakistan
Limited# industries and other related services
TNB Sepang Solar Sdn. Bhd. 100% 100% Operation of generation facilities that produce electric Malaysia
energy
TNBPG Hydro Nenggiri Sdn. Bhd. 100% - Responsible for the domestic power generation assets, Malaysia
with fully integrated end-to-end capabilities
TNB Renewables Sdn. Bhd. 100% 100% To carry on business of an investment holding company Malaysia
TNB Bukit Selambau Solar Dua Sdn. Bhd. 100% - Operation of generation facilities that produce electric Malaysia
energy
TNB Research Sdn. Bhd. 100% 100% Research and development, consultancy and other Malaysia
services
TNB Labs Sdn. Bhd. 100% 100% Technical and laboratory services, consultancy and Malaysia
other services
TNB Retail Sdn. Bhd. 100% 100% Managing customer relationships and responsible for Malaysia
sale of electricity and beyond
GSPARX Sdn. Bhd. 100% 100% Invest and develop RE projects for self-consumption/ Malaysia
self-generation and its related business
TNBX Sdn. Bhd. 100% 100% To act as the single-fronting Malaysia entity for Malaysia
customers to purchase/obtain solutions beyond
the meter. The solutions comprise non-regulated
products and services such as energy efficiency,
renewable energy and smart cities
7 SUBSIDIARIES (CONTINUED)
TNB Topaz Energy Sdn. Bhd. 100% 100% Investment holding for developing and investing in Malaysia
overseas power generation projects
TNB Ventures Sdn. Bhd. 100% 100% Investment holding company Malaysia
Tenaga Cable Industries Sdn. Bhd. 76% 76% Manufacturing and distribution of power and general Malaysia
cables, aluminium rods and related activities
TNB-IT Sdn. Bhd. 100% 100% Provision of telecommunication and IT infrastructure Malaysia
solutions and operation and maintenance services
on the telecommunication equipment and data
centre
Universiti Tenaga Nasional Sdn. Bhd. 100% 100% Providing higher education Malaysia
UNITEN R&D Sdn. Bhd. 100% 100% Providing research and development in areas related Malaysia
to engineering, information technology, business,
accountancy, liberal studies and other services
Yayasan Canselor Universiti Tenaga - - A trust established under the provision of Trustees Malaysia
Nasional (Incorporation) Act 1952 (Act 258) to receive and
administer funds for educational and charitable
purposes
Yayasan Tenaga Nasional - - A trust established under the provision of Trustees Malaysia
(Incorporation) Act 1952 (Act 258), for promotion
and advancement of education and for charitable
purposes
#
Audited by a member firm of PricewaterhouseCoopers International Limited which is a separate and independent legal entity from PricewaterhouseCoopers PLT, Malaysia.
* Not audited due to under liquidation or winding up process, qualified for audit exemption under Practice Directive 3/2017 of Companies Commission of Malaysia or do not
require to be audited under the regulation’s of the incorporated country.
Capital and other commitments for the subsidiaries are disclosed in Note 41. Contingent liabilities for the subsidiaries are disclosed in Note 42.
7 SUBSIDIARIES (CONTINUED)
The NCI is not material to the financial performance, financial position and cash flows of the Group. The NCI information for Southern Power
Generation Sdn. Bhd. ('SPG'), Sabah Electricity Sdn. Bhd. ('SESB') and Jimah East Power Sdn. Bhd. ('JEP'), which contribute to substantial portion of
total NCI is set out below:
Other individually
SPG SESB JEP immaterial NCI Total
2021 2020 2021 2020 2021 2020 2021 2020 2021 2020
RM’million RM’million RM’million RM’million RM’million RM’million RM’million RM’million RM’million RM’million
Carrying amount
of NCI 227.0 237.0 369.6 270.2 941.5* 922.7 245.9 186.8 1,784.0 1,616.7
Total
comprehensive
(expenses)/
income allocated
to NCI (10.0) 5.7 99.4 45.4 63.8 18.2 60.1 (46.9) 213.3 22.4
* Included in the carrying amount of NCI in JEP is a redemption of RPS from NCI amounting to RM45.0 million.
The summarised financial information of SPG, SESB and JEP before inter-company eliminations are as follows:
SPG SESB JEP
2021 2020 2021 2020 2021 2020
RM’million RM’million RM’million RM’million RM’million RM’million
8 JOINT ARRANGEMENTS
Accounting Policy
A joint arrangement is an arrangement over which there is contractually agreed sharing of control by the Group with one or more parties where
decisions about the relevant activities relating to the joint arrangement require unanimous consent of the parties sharing control. The classification of
a joint arrangement as a joint operation or a joint venture depends upon the rights and obligations of the parties to the arrangement. A joint venture
is a joint arrangement whereby the joint venturers have rights to the net assets of the arrangement. Joint operations are joint arrangements whereby
the Company has the rights to the assets and obligations for the liabilities. In respect of its interests in joint operations, the Company shall recognise
in its financial statements the assets that it controls and the expenses and liabilities that it incurs and its share of the income that it earns from the
sale of goods or services.
The Group’s interest in joint ventures is accounted for in the consolidated financial statements using the equity method of accounting.
Equity accounting involves recognising in the consolidated statement of profit or loss, consolidated statement of OCI and consolidated statement
of changes in equity, the Group’s share of profits less losses of the joint ventures based on the latest audited financial statements or management
accounts of the joint ventures, made up to the financial year end of the Group. Where necessary, adjustments are made to the results and net assets
of the joint ventures to ensure consistency of accounting policies with those of the Group. The Group’s investments in joint ventures are recorded
at cost inclusive of goodwill and adjusted thereafter for accumulated impairment losses and the post-acquisition change in the Group’s share of net
assets of the joint ventures.
Unrealised gains on transactions between the Group and its joint ventures are eliminated to the extent of the Group’s interest in joint ventures.
Unrealised losses are also eliminated on the same basis but only to the extent of the costs that can be recovered, and the balances that provide
evidence of reduction in net realisable value or an impairment of the asset transferred are recognised in the consolidated statement of profit or loss.
Group Company
2021 2020 2021 2020
RM’million RM’million RM’million RM’million
None of the joint ventures are material individually to the financial position, financial performance and cash flows of the Group.
* The Group’s credit policy provides amounts due from joint ventures with a 30 days (2020: 30 days) credit period.
FTJ Bio Power Sdn. Bhd. 40% 40% Generation and distribution of electricity using Malaysia
palm empty fruit bunches as its main fuel
source
Metrosphere Hydro Tersat Sdn. Bhd.* 49% 49% Business related in hydro power plant and Malaysia
general trading
Airport Cooling Energy Supply Sdn. Bhd. 77% 77% To develop, design, engineer, procure, construct Malaysia
and finance district cooling projects
in the airport sector, to undertake the
comprehensive operational and maintenance
of district cooling projects in the airport sector
and to carry on the business of producing,
distributing, applying, dealing and selling of
chilled water
GMR Tenaga Operations And Maintenance 50% 50% Operation and maintenance of power plants India
Private Limited*
TNB Engineering Corporation Sdn. Bhd. & 60% 60% Project Large Scale Solar Photovoltaic Plant at Malaysia
ERS Energy Sdn. Bhd. (‘TNEC-ERS’) Kuala Muda, Kedah
TNB Repair And Maintenance Sdn. Bhd. & 50% 50% Maintenance works for instrumental & control Kuwait
Al-Dhow Engineering (‘TNB REMACO & systems and mechanical equipment services
Al-Dhow JV’)#
TNB Repair And Maintenance Sdn. Bhd. & 50% 50% Operation and maintenance services to heavy Kuwait
Kharafi National (‘TNB REMACO & KN JV’)# industries and other related services
9 ASSOCIATES
Accounting Policy
Associates are all entities over which the Group has significant influence but not control or joint control, generally accompanying a shareholding of
between 20.0% and 50.0% of the voting rights.
Investments in associates are accounted for in the consolidated financial statements using the equity method of accounting and are initially recognised
at cost. Equity accounting is discontinued when the Group ceases to have significant influence over the associates.
The Group’s share of its associates’ post-acquisition profits or losses is recognised in the statement of profit or loss, and its share of post-acquisition
movements in OCI is recognised in OCI. The cumulative post-acquisition movements are adjusted against the carrying amount of the investment.
When the Group’s share of losses in an associate equals or exceeds its interests in the associate, including any long term interests that, in substance,
form part of the Group’s net investment in the associate, the Group does not recognise further losses, unless it has incurred legal or constructive
obligations or made payments on behalf of the associate. If the associate subsequently reports profits, the Group resumes recognising its share
of those profits only after its share of the profits equals the share of losses not recognised. The Group’s investments in associates include goodwill
identified on acquisition, net of any accumulated impairment losses (Note 3(c)).
Profits and losses resulting from upstream and downstream transactions between the Group and its associates are recognised in the Group’s financial
statements only for the unrelated investor’s interests in the associates. The accounting policies of associates have been adjusted where necessary to
ensure consistency with the policies adopted by the Group.
Dilution of gains and losses in associates are recognised in the consolidated statement of profit or loss.
If the ownership interest in an associate is reduced but significant influence is retained, only a proportionate share of the amounts previously
recognised in OCI is reclassified to profit or loss where appropriate.
9 ASSOCIATES (CONTINUED)
Group Company
Note 2021 2020 2021 2020
RM’million RM’million RM’million RM’million
(a) The Group through its wholly-owned subsidiary, Vantage RE Ltd. (formerly known as Tenaga Investments UK Ltd.), has acquired 49.0% stake in
an offshore wind farm company, Blyth Offshore Demonstrator Limited (‘BODL’) from EDF Renewables, a subsidiary of the French utility company,
Électricité de France for a purchase consideration of RM674.7 million. The Group has assessed and recognised BODL as an associate of the Group
(Note 47).
The Group had undertaken the impairment assessment of its investment in GEL. The assessment was initially triggered by changes in economic
outlook due to COVID-19 in 2020, which resulted in an impairment loss of RM51.6 million. During the current financial year, there were additional
indications such as poor outlook of thermal plants in India as initiatives are renewable energy focused, tight gas supply and the non-recoverability
of regulatory claims caused by uncertainty from the Government of India. Based on the impairment assessment, the carrying value of the Group’s
interest in GEL as at 31 December 2021 has been fully impaired with recognition of an additional impairment loss of RM291.8 million.
The recoverable amount was determined based on VIU calculations, which applied a discounted cash flow model of GEL Group for the period of
the remaining useful lives of the respective power plants which range between 14 to 23 years. The cash flows used in the calculations are the most
recent forecasts and projections approved by the Board of Directors and management of GEL Group.
The cash flows were discounted using cost of equity based on the risk specific to the plants. The key assumptions take into account the
macroeconomic environment in India and the type of plant.
During the current financial year, there were 2 plants that were not operating and have been considered for disposal, which contributed to a
reduction in the recoverable amount of GEL.
9 ASSOCIATES (CONTINUED)
The Group’s review includes impact assessment of changes in key assumptions used. Based on that review in 2021, it was concluded that there was
no material change in the base case assumptions that would require an adjustment to the carrying amount of the investment. In 2020, the effects
of the movement in the key assumptions to the recoverable amount are as follows:
Changes in Impact on
assumptions recoverable amount
% Increase Decrease
RM’million RM’million
2020
Plant Availability Factor 5.0 8.8 (8.9)
Plant Load Factor 10.0 154.0 (134.1)
Discount rate 1.0 (48.2) 55.9
(c) During the financial year 2020, the Group acquired an additional 5.0% equity interest in VSI for a consideration of GBP5.1 million (RM28.4 million).
Consequently, the investment in VSI as an associate was deemed disposed resulting in a remeasurement gain of GBP41.9 million (RM231.3 million)
(Note 35). VSI has become a subsidiary of the Group with 55.0% equity interest (Notes 7 and 47).
Group Company
2021 2020 2021 2020
RM’million RM’million RM’million RM’million
* The Group’s and the Company’s credit policy provides amounts due from associates with a 30 days (2020: 30 days) credit period.
^
Credit terms of amounts due to associates is 30 days (2020: 30 days) depending on the terms of the contracts.
The Group has not recognised cumulative losses of RM393.1 million (2020: RM395.3 million) in the current financial year for Gama Enerji Anonîm
Şîrketî (‘Gama Enerji’), as the investment in that associate has been fully written down by the Group. The cumulative losses includes unrecognised
share of profit amounting to RM2.2 million (2020: loss of RM251.8 million) for the current financial year.
9 ASSOCIATES (CONTINUED)
In the opinion of the Directors, the associates that are material to the Group are BODL, Jimah Energy Ventures Holdings Sdn. Bhd. (‘JEV’), Lumut Maritime
Terminal Sdn. Bhd. (‘LMT’) and GEL. The following summarises the financial information of the associates and reconciled the information to the carrying
amount of the Group’s interest in those associates.
Group’s share of net assets 586.0 353.5 240.3 241.5 237.8 355.3 365.0
Goodwill 68.5 0 0 37.8 37.8 492.0 482.9
Less: Accumulated impairment losses 0 0 0 0 0 (846.4) (554.6)
Foreign exchange 0 0 0 0 0 (0.9) 7.1
Transaction cost capitalised 6.6 0 0 0 0 0 0
Carrying amount 661.1 353.5 240.3 279.3 275.6 0 300.4
The summarised statement of financial position of GEL has not incorporated the impairment losses recognised during the financial year as disclosed
in Note 9 (b).
9 ASSOCIATES (CONTINUED)
Fibrecomm Network (M) Sdn. Bhd.* 49% 49% Provision of fibre optic transmission network services Malaysia
GB3 Sdn. Bhd.* 20% 20% Design, construction, operation and maintenance of Malaysia
a combined cycle power plant, generation and sale
of electrical energy and generating capacity of the
power plant
Jimah Energy Ventures Holdings Sdn. Bhd.* 25% 25% Investment holding Malaysia
Teknologi Tenaga Perlis Consortium 20% 20% Operating and maintaining an electricity generating Malaysia
Sdn. Bhd.* plant owned by the Company
Gama Enerji Anonîm Şîrketî* 30% 30% To enter into commitments related to energy Turkey
investments and to carry out industrial, commercial
and business activities
Malaysian Shoaiba Consortium Sdn. Bhd.* 20% 20% Acquiring and hold for investment, shares, stocks, Malaysia
debentures in Malaysia or elsewhere
Saudi Malaysian Operations & Maintenance 30% 30% Operation and maintenance of electricity generation Kingdom of
Services Company Limited* stations and water desalination plants Saudi Arabia
Eastern Sabah Power Consortium Sdn. Bhd. 50% 50% To develop, construct and operate a gas-fired power Malaysia
(In members’ voluntary winding up)* plant and to generate and sell electricity. The
company has not commenced its operation since the
date of incorporation
9 ASSOCIATES (CONTINUED)
Lumut Maritime Terminal Sdn. Bhd. 50% less 50% less Development of an integrated privatised project Malaysia
1 share 1 share encompassing ownership and operations of multi-
purpose port facilities, operation and maintenance
of a bulk terminal, sales and rental of port related
land and other ancillary activities
GMR Energy Limited* 30% 30% Development, operation and maintenance of power India
generation projects and sale of power to off-takers
Jana Landfill Sdn. Bhd.* 20% 20% Generation and distribution of heat and electricity Malaysia
using methane gas from landfill sites
SD Plantation TNB Renewables Sdn. Bhd. 49% 49% To develop, set up, construct, install, operate and Malaysia
(Formerly known as SD Plantation TNBES maintain renewable energy or biogas power plant
Renewable Energy Sdn. Bhd.) which uses the palm oil mill effluent as its main
source of fuel
Abraj Cooling LLC* 49% 49% Contracting works for the construction of district United Arab
cooling plants Emirates
Gunung Tenaga Sdn. Bhd.* 40% 40% Environmental services and research Malaysia
Blyth Offshore Demonstrator Limited* 49% - Ownership, construction and operation of a 42MW United Kingdom
offshore wind farm
9 ASSOCIATES (CONTINUED)
GEL
(a) Corporate guarantees 100.8 99.0
(b) Bank guarantees outstanding/Letter of credit outstanding 81.4 102.3
(c) Claims against the GEL Group not acknowledged as debts 35.5 101.3
(d) Matters relating to income tax under dispute 2.2 1.4
(e) Disputed entry tax liabilities 24.8 24.3
(f ) Disputed demand for deposit of fund setup by Water Resource Department 8.8 8.6
(g) Matters related to indirect taxes duty under disputes 9.9 9.8
(h) Dispute on relinquishment charges for modification of transmission lines granted under long term access 0.5 0.5
(i) Custom duties refunds 10.1 9.9
In 2010, a subsidiary of GEL was granted a refund of customs duty which was paid earlier towards the import
of plant and machinery. In 2011, the subsidiary received an intimation from the Office of the Joint Director
General of Foreign Trade (‘DGFT’) for cancellation of duty drawback refund order granted thereby seeking
refund of the amount that has been received earlier.
In the opinion of experts, the management is confident that the duty drawback refund granted earlier was
appropriate and that the cancellation of the duty drawback refund is not tenable. During the financial year
ended 31 March 2015, the matter has been transferred to the Hon‘ble Supreme Court of India and will be
concluded along with other similar cases and is pending finalisation.
(j) Payment of electricity duty towards Chief Electrical Inspectorate, Government of Andhra Pradesh (‘GoAP’) 13.1 12.9
The associate and a subsidiary received demands from the Chief Electrical Inspectorate, GoAP for electricity
duties on generation and sale of electrical energy since the commencement of commercial operations date
of its plants.
Based on internal assessment and expert legal opinion, the management of GEL is confident that the provisions
of Electricity Duty Act and Rules, 1939 in respect of payment of electricity duty are not applicable to GEL.
(k) Appeals and disputes 49.8 48.8
GEL is in dispute with its fuel supplier which is currently being heard at the District Civil Court of Bangalore.
Based on independent legal opinion and internal assessment, the management of GEL is confident that it has
a strong defense against these claims.
(l) Amount payable to vendors 9.9 10.6
GEL Group has an amount payable in foreign currency to certain vendors, which is outstanding for more than
3 years. The GEL Group has applied for condonation of delay with the Reserve Bank of India.
(m) General Electricity International Inc (‘GE’) Arbitration 1.6 1.6
GEL has a remaining amount payable in foreign currency to GE for the outstanding invoices for scheduled
maintenance of gas turbines. GEL is in the process of filing the application for condonation of delay with the
Reserve Bank of India.
348.4 431.0
Gama Enerji
Letters of guarantee, mainly provided to certain regulators within the energy market and Ministry of Water and
Irrigation of Jordan. 20.5 28.2
Total 368.9 459.2
10 GOODWILL ON CONSOLIDATION
Accounting Policy
Goodwill arises from a business combination and represents the excess of the aggregate of fair value of consideration transferred, the amount of any
NCI in the acquiree and the fair value of any previous equity interest in the acquiree over the fair value of the net identifiable assets acquired and
liabilities assumed on the acquisition date. If the fair value of consideration transferred is less than the fair value of the net identifiable assets of the
acquire in the case of a bargain purchase, the resulting gain is recognised in statement of profit or loss.
Goodwill is recognised in the statement of financial position as non-current asset at cost less accumulated impairment losses and tested for
impairment annually. For the purpose of impairment testing, goodwill acquired in a business combination is allocated to each of the CGUs, or groups
of CGUs, that is expected to benefit from synergies of the combination. Each unit or group of units to which the goodwill is allocated represents the
lowest level within the entity at which the goodwill is monitored for internal management purposes. The carrying value of goodwill is compared
to the recoverable amount, which is the higher of VIU and the fair value less costs of disposal. Any impairment is recognised immediately to the
statement of profit or loss and is not subsequently reversed. Gains and losses on the disposal of an entity include the carrying amount of goodwill
relating to the entity disposed.
Group
2021 2020
RM’million RM’million
Group
2021 2020
Classification of goodwill by CGU RM’million RM’million
* The goodwill arising from acquisition of a subsidiary is in relation to VSI became a subsidiary of the Group with 55.0% equity interest during the financial year 2020 (Note 47).
Goodwill is tested for impairment on an annual basis. The carrying value of goodwill is allocated to the Group’s CGUs. The recoverable amount of the
CGU including goodwill, is determined based on its VIU. This VIU calculation applies a discounted cash flow model using cash flow projections based on
forecast approved by management. The forecasts reflect management’s expectations of revenue growth, operating costs and margins for the CGUs based
on current assessment of market share, expectations of market and industry growth.
The discount rate applied to the cash flow forecast refers to the industry’s pre-tax Weighted Average Cost of Capital (‘WACC’).
The discounted cash flow model used cash flow projections which covered a five-year period and cash flows beyond the projection years are
extrapolated using an estimated terminal growth rate.
The following key assumptions have been applied in the VIU calculation:
2021 2020
% %
Based on the Group’s assessment, no impairment losses were required as at 31 December 2021 as the recoverable amount exceeded the carrying
amount.
The Group’s review includes an impact assessment of changes in key assumptions used. Based on the sensitivity analysis performed, it was concluded
that no reasonable change in the base case assumptions would cause the carrying amount of the CGU to exceed its recoverable amount.
The discounted cash flow model used cash flow projections which covered a thirty-year period.
The following key assumptions has been applied in the VIU calculation:
2021 2020
% %
Based on the Group’s assessment, no impairment losses were required as at 31 December 2021 as the recoverable amounts exceeded the carrying
amounts.
The Group’s review includes an impact assessment of changes in key assumptions used. The effects of the movement in the key assumptions to the
recoverable amount are as follows:
Changes in Impact on recoverable amount
assumptions Increase Decrease
RM’million RM’million
2021
Revenue growth rate 1.0% 44.3 (44.3)
Pre-tax discount rate 1.0% (222.0) 255.8
2020
Revenue growth rate 1.0% 37.8 (37.8)
Pre-tax discount rate 1.0% (227.4) 262.4
Accounting Policy
Investment in unquoted debt securities are financial instruments and the accounting policy is disclosed in Note 45.
Group Company
Note 2021 2020 2021 2020
RM’million RM’million RM’million RM’million
Current
Sukuk Prihatin (a) 50.0 0 50.0 0
Non-current
Unsecured Loan Notes 277.5 253.4 277.5 253.4
Less: Loss allowance (27.4) (37.6) (27.4) (37.6)
(b) 250.1 215.8 250.1 215.8
Sukuk Prihatin (a) 0 50.0 0 50.0
250.1 265.8 250.1 265.8
300.1 265.8 300.1 265.8
(a) The Sukuk Prihatin, issued by the Government, is a Commodity Murabahah (via Tawarruq) with a maturity period of 2 years and matures on
22 September 2022. The profit rate is fixed at 2.0% per annum.
(b) The Unsecured Loan Notes primarily related to the Islamic Medium Term Notes (‘MTN’) facility subscription with a maturity period of 14 years and
matures on 5 May 2034.
Credit risks relating to debt instruments above are disclosed in Note 45(b) of the financial statements.
12 DEFERRED TAXATION
Accounting Policy
Deferred tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial
statements including those arising from business combinations. Deferred tax is not recognised on goodwill and those arising from initial recognition
of an asset or liability which at the time of the transaction affects neither accounting nor taxable profit or loss.
Deferred tax assets are recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary
differences, unused tax losses and unutilised tax credits can be utilised. Deferred tax is recognised on temporary differences arising on investment
in subsidiaries, joint ventures and associates except where the timing of the reversal of the temporary difference can be controlled and it is probable
that the temporary differences will not reverse in the foreseeable future.
Tax benefit from reinvestment allowance is recognised when the tax credit is utilised and no deferred tax asset is recognised when the tax credit is
receivable.
Deferred tax is measured at the tax rates (and laws) that have been enacted or substantially enacted at the end of the reporting period and are
expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled.
The Group and the Company will adopt the amendments to MFRS 112 effective 1 January 2023 and recognise deferred tax on its lease transactions
of which the company is a lessee. The Group and the Company will recognise a deferred tax asset and a deferred tax liability for any temporary
differences arising on initial recognition of a lease transaction. Where applicable, a deferred tax asset is recognised as the Group and the Company is
able to benefit from the tax deductions in the future. Any differences between the deferred tax asset and deferred tax liability will be recognised in
the profit and loss. Upon adopting the amendments, the Group and the Company do not expect material adjustments to the retained earnings as the
initial recognition of the lease transactions gave rise to equal and offsetting temporary differences.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when the
deferred taxes relate to the same tax authority. The following amounts, determined after appropriate offsetting, are shown in the statement of financial
position:
Group Company
2021 2020 2021 2020
RM’million RM’million RM’million RM’million
The movements during the financial year relating to deferred tax are as follows:
Group Company
2021 2020 2021 2020
RM’million RM’million RM’million RM’million
The movements during the financial year relating to deferred tax are as follows: (continued)
Group Company
2021 2020 2021 2020
RM’million RM’million RM’million RM’million
The amount of deductible temporary differences, unused tax losses, reinvestment allowance and investment tax allowance for which no deferred tax
assets are recognised in the statement of financial position are as follows:
Group Company
2021 2020 2021 2020
RM’million RM’million RM’million RM’million
No deferred tax assets are recognised from the above due to uncertainty of their recoverability. The unabsorbed capital allowances and investment tax
allowance do not expired under current tax legislation.
* The unutilised tax losses arising from a year of assessment (‘YA’) are allowed to be carried forward for utilisation up to 10 consecutive YAs from that YA. The accumulated
unabsorbed tax losses brought forward are expected to expire between YA2028 to YA2030.
Accounting Policy
Long term receivables is a financial instrument and the accounting policy is disclosed in Note 45.
Group Company
Note 2021 2020 2021 2020
RM’million RM’million RM’million RM’million
Financial asset
- Other receivables (a) 79.9 89.2 56.4 68.2
Less: Loss allowances (14.8) (16.5) (14.8) (16.5)
65.1 72.7 41.6 51.7
Non-financial assets
- Advance payment to contractors (b) 0 0.3 0 0
- Indirect tax (c) 102.0 154.8 0 0
167.1 227.8 41.6 51.7
(a) Included in the Group and the Company are advances given to staff and other non trade receivables, which are not expected to be received within
12 months from the statement of financial position date.
(b) Advance payment to contractors primarily relates to construction of plants which will be utilised against milestone payment invoices, which is more
than 12 months.
(c) Included in the Group is indirect tax receivables which are not expected to be received within 12 months from the statement of financial position
date.
Accounting Policy
The amounts due from/(to) subsidiaries is a financial instrument and the accounting policy is as disclosed in Note 45.
Company
Note 2021 2020
RM’million RM’million
Non-current
Amounts due from subsidiaries 5,403.0 12,977.3
Less: Loss allowances (392.6) (1,104.1)
(a) 5,010.4 11,873.2
Current
Amounts due from subsidiaries 3,316.6 2,436.8
Less: Loss allowances (326.0) (538.3)
(b)(c) 2,990.6 1,898.5
(a) The amounts due from subsidiaries classified as non-current as at 31 December 2020, was inclusive of amounts due from TPGSB amounting to
RM11,211.3 million. On 27 January 2021, the Board of Directors had approved the conversion of the amounts due from a subsidiary in respect of
TPGSB totalling RM11,211.3 million, into 60.0% equity and 40.0% shareholder loan. The equity comprises RM225.0 million ordinary shares and
RM6,495.0 million RPS as disclosed in Note 7.
In February 2021, the Company had finalised and agreed on the terms of reference of the shareholder loan amounting to RM4,491.3 million, based
on the Islamic financing structure, for a profit rate of 3.75% per annum repayable over 15 years.
(b) The amounts due from subsidiaries include amount due from Vantage RE No. 1 Ltd. which is subject to an interest rate of 2.0% per annum, is
unsecured and has no fixed term of repayment.
(c) Amounts due from/(to) subsidiaries classified as current are unsecured, interest free and repayable on demand.
15 LEASES
Accounting Policy
When the Group and the Company act as lessors, they determine at lease inception whether each lease is a finance lease or an operating lease.
To classify each lease, the Group and the Company make an overall assessment of whether the lease transfers substantially all of the risks and
rewards incidental to ownership of the underlying asset. If this is the case, then the lease is a finance lease; otherwise, then it is an operating
lease.
Operating leases
Leases where the Group and the Company retain substantially all of the risks and rewards of ownership of the leased assets are classified as
operating leases. The Group and the Company recognise lease payments received under operating leases as operating income on a straight-
line basis over the lease term.
Finance leases
If the Group and the Company transfer substantially all of the risks and rewards incidental to ownership of the leased assets, leases are classified
as finance leases. The Group and the Company derecognise the leased assets and recognise the net investment in the lease as a receivable. The
difference between the gross receivable and the present value of the receivable is recognised as unearned finance income. Lease income is
recognised over the term of the lease using the net investment method, which reflects a constant periodic rate of return.
The accounting policy on ROU assets and lease liabilities for lessees are disclosed in Note 6.
The Group’s finance lease receivables arise predominantly from Cooling Energy Supply Agreement (‘CESA’) and Energy Performance Contract (‘EPC’).
Group
Present value of minimum lease
Minimum lease payments payments
2021 2020 2021 2020
RM’million RM’million RM’million RM’million
The effective interest rate implicit in the finance lease is approximately 9.5% (2020: 9.5%). The carrying amount of the finance lease receivables
approximate to their fair values.
15 LEASES (C0NTINUED)
Group Company
Note 2021 2020 2021 2020
RM’million RM’million RM’million RM’million
(i) The Group’s and the Company’s obligations under lease liabilities arise predominantly from the power purchase agreements with several
Independent Power Producers (‘IPPs’).
Group Company
2021 2020 2021 2020
RM’million RM’million RM’million RM’million
The weighted average effective interest rate applicable to the lease liabilities as at the financial year end for the Group and the Company are
5.3% (2020: 5.3%) and 5.8% (2020: 5.9%) per annum respectively. The carrying amounts of the lease liabilities approximate to their fair values.
15 LEASES (C0NTINUED)
(ii) This represents future instalments under hire purchase of motor vehicles, repayable as follows:
Group
2021 2020
RM’million RM’million
Hire purchase creditors are effectively secured as the rights to the leased assets revert to the lessors in the event of default.
The weighted average effective interest rate applicable to the hire purchase creditors as at the financial year end is NIL (2020: 5.0%) per
annum and interest for the financial year is at NIL (2020: 2.7%) per annum for the Group. The carrying amounts of the hire purchase payables
approximate to their fair values.
15 LEASES (C0NTINUED)
The statement of profit or loss includes the following amounts relating to leases:
Group Company
2021 2020 2021 2020
RM’million RM’million RM’million RM’million
Accounting Policy
Financial assets at FVOCI are financial instruments and the accounting policy is disclosed in Note 45.
Group Company
2021 2020 2021 2020
RM’million RM’million RM’million RM’million
The Group and the Company have at initial recognition, irrevocably elected to present the fair value changes of these non-trading equity securities in
OCI. The Group and the Company consider this classification to be more relevant as these instruments are strategic investments of the Group and of the
Company and not held for trading purposes.
During the financial year, dividend income was recognised and no investment was disposed. The details of the financial assets at FVOCI are as follows:
Group Company
2021 2020 2021 2020
RM’million RM’million RM’million RM’million
17 CONTRACT BALANCES
Accounting Policy
The Group recognises a contract cost that relates directly to a contract or to an anticipated contract as an asset when the cost generates or
enhances resources of the Group which will be used in satisfying performance obligations in the future and it is expected to be recovered.
These contract costs are initially measured at cost and amortised on a systematic basis that is consistent with the pattern of revenue recognition
to which the asset relates. An impairment loss is recognised in the profit or loss when the carrying amount of the contract cost exceeds the
expected revenue less expected cost that will be incurred. Where the impairment condition no longer exists or has improved, the impairment
loss is reversed to the extent that the carrying amount of the contract cost does not exceed the amount that would have been recognised had
there been no impairment loss recognised previously.
A trade contract asset is recognised when the Group’s and the Company’s rights to consideration are conditional on something other than the
passage of time. A contract asset is subject to impairment in accordance to MFRS 9 ‘Financial Instruments’ (Note 45). Typically, the amount will
be billed within 30 days of the supply of electricity for electricity customers and 60 to 180 days for satisfying the performance obligation for
other revenue streams. An assessment of electricity supplied to customers between the date of the last meter reading and the financial year
end of the Group and the Company (unread and unbilled) was made and it is recognised as trade contract assets. Payment is expected within
30 days from the billing date for all trade receivables.
A trade contract liability represents the obligation of the Group and of the Company to transfer goods or services to a customer for which
consideration has been received (or the amount is due) from the customers.
Trade contract liabilities primarily relate to contributions paid by electricity customers for the construction of electricity network assets. The
customers’ contributions are expected to be recognised as revenue over a period of 20 years, being the estimated average useful life of the
electricity network assets used to connect the customers to the electricity supply.
Other trade contract liabilities within the Group are relating to students fees. All other trade contract liabilities are expected to be recognised
as revenue over the next 12 months.
Non trade contract balances are pertaining to insurance and reinsurance contracts which are recognised in accordance to MFRS 4 ‘Insurance
Contracts’.
Contracts under which the Group accepts significant insurance risk from ceding insurers by agreeing to compensate the ceding insurance if a
specified uncertain future event (the insured event) adversely affects the ceding insurers are classified as insurance contracts.
Assets, liabilities and expenses arising from ceded reinsurance contracts are presented separately from the related assets, liabilities, income and
expenses from the related insurance contracts because reinsurance arrangements do not relieve the Group from its direct obligations to its insured.
Reinsurers’ share of insurance contract liabilities, written premiums ceded to reinsurers, reinsurers’ share of change in the reserve for unearned
premiums and outstanding claims are recognised in the same accounting period as the original policy to which the reinsurance relates and are
presented on the statement of financial position on a gross basis.
Reinsurance assets include reinsurers’ share of insurance contract liabilities and balances due from reinsurers. The amounts recognised as
reinsurers’ share of insurance contract liabilities are measured on a basis that is consistent with the measurement of the liabilities held in respect
of the related insurance contracts.
Reinsurance assets are assessed for impairment at each date of the statement of financial position. Such assets are deemed impaired if there is
objective evidence, as a result of an event that occurred after its initial recognition, that the Group may not recover all amounts due and that
the event has a reliably measurable impact of the amount that the Group will receive from the reinsurer. The impairment loss is recognised in
profit or loss.
The Group and the Company have recognised the following assets and liabilities related to contracts with customers:
Group Company
Note 2021 2020 2021 2020
RM’million RM’million RM’million RM’million
Contract assets
- Trade (a) 3,169.7 3,197.8 2,982.0 3,084.5
- Non trade 148.5 0 0 0
3,318.2 3,197.8 2,982.0 3,084.5
Contract liabilities
- Current trade 341.1 420.5 241.9 259.3
- Non-current trade 4,355.7 3,753.7 3,631.6 3,020.9
(b) 4,696.8 4,174.2 3,873.5 3,280.2
- Current non trade 151.2 0 0 0
4,848.0 4,174.2 3,873.5 3,280.2
The Group and the Company have recognised the following assets and liabilities related to contracts with customers: (continued)
Trade contract assets have increased as the Group and the Company have provided more services ahead of the agreed payment schedules for fixed-
price contracts. The Group and the Company also recognised a loss allowance for trade contract assets.
Trade contract liabilities have increased for the Group and the Company due to larger prepayments or contributions received from customers.
The following table shows how much of the revenue recognised in the current financial year relates to carried-forward trade contract liabilities and
how much relates to performance obligations that were satisfied in a prior financial year:
Group Company
2021 2020 2021 2020
RM’million RM’million RM’million RM’million
The following table shows unsatisfied performance obligations resulting from long term contracts:
Group Company
2021 2020 2021 2020
RM’million RM’million RM’million RM’million
Management expects 6.2% (2020: 7.9%) of the transaction price allocated to the unsatisfied contracts will be recognised as revenue during the next
financial year. The remaining 93.8% (2020: 92.1%) will be recognised from financial years 2023 to 2042.
In respect of the supply of electricity, the Group and the Company applied the practical expedient to not disclose information related to the
transaction price allocated to the remaining performance obligations, on the basis that revenue is recognised from the satisfaction of the
performance obligations upon the consumption of electricity by the customers.
All contracts for period of one year or less are billed based on services provided. The transaction price allocated to these unsatisfied contracts is not
disclosed.
Accounting Policy
Financial assets at FVTPL are financial instruments and the accounting policy is disclosed in Note 45.
Group Company
2021 2020 2021 2020
RM’million RM’million RM’million RM’million
Financial assets at FVTPL mainly represent investments in unit trusts and students’ loans.
Credit risks relating to financial assets at FVTPL are disclosed in Note 45(b) to the financial statements.
Accounting Policy
Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently remeasured at their fair value
at the end of each reporting period.
Fair value changes on derivatives that are not designated or do not qualify for hedge accounting are recognised in the statement of profit or loss
when the changes arise.
Notional
Note amount Assets Liabilities
RM’million RM’million RM’million
Non-current
Outstanding foreign currency contracts
Interest rate swap contracts (c) 1,703.5 0 (31.0)
Profit rate swap contracts (d) 342.8 1.2 (7.7)
2,046.3 1.2 (38.7)
Notional
Note amount Assets Liabilities
RM’million RM’million RM’million
Non-current
Outstanding foreign currency contracts
Interest rate swap contracts (c) 1,746.1 0 (150.2)
Profit rate swap contracts (d) 361.3 0 (25.5)
2,107.4 0 (175.7)
Company
2021
Current
Outstanding foreign currency contracts
Spot foreign currency contract (a) 38.9 0 0
Forward foreign currency contracts (b) 39.2 0 (0.4)
2020
Current
Outstanding foreign currency contracts
Forward foreign currency contracts (b) 93.3 0 (1.3)
(a) The Group and the Company entered into a spot foreign currency contract with a spot rate at RM4.1700 (2020: RM NIL) for 1 US Dollar.
(b) The Group and the Company entered into forward foreign currency contracts with forward rates of RM4.1865 (2020: RM4.0520 to RM4.1075) for
1 US Dollar and RM3.6820 (2020: RM3.9630) for 100 Japanese Yen.
(c) The Group entered into two Interest Rate Swap (‘IRS’) contracts that entitled the Group to receive interest at floating rates and obliged to pay interest
at fixed rates of 1.33% per annum and 1.67% per annum on aggregate notional principal of GBP30.7 million and GBP89.3 million respectively.
The Group had an additional IRS contract during the financial year 2020 through VSI, which became a subsidiary of the Group on 1 September 2020
(Note 47). In June 2017, Vortex Solar UK Limited, a wholly-owned subsidiary of VSI has entered into an IRS contract that entitled the Group to receive
interest at floating rates and obligated it to pay interest at fixed rate of 1.37% per annum on aggregate notional amount principal of GBP252.7
million.
(d) The Group entered into a Profit Rate Swap (‘PRS’) contract that entitled TNB Bukit Selambau Solar Sdn. Bhd. to receive profit at floating rates and
obliged to pay profit at a fixed rate of 4.31% per annum on aggregate notional principal of RM134.7 million.
In addition, the Group entered into a PRS contract with effect from 13 February 2020 that entitled TNB Sepang Solar Sdn. Bhd. to receive profit at
floating rates and obliged to pay profit at a fixed rate of 3.15% per annum on aggregate notional principal of RM236.2 million.
Credit risks relating to derivative financial instruments are disclosed in Note 45(b) to the financial statements.
20 INVENTORIES
Accounting Policy
Inventories are stated at the lower of cost and net realisable value.
Cost of work-in-progress and finished goods comprise raw materials, direct labour and a proportion of the production overheads. Cost is determined
on the weighted average basis and comprises all costs of purchase and other costs incurred in bringing the inventories to their present location and
condition.
Net realisable value is the estimated selling price in the ordinary course of business, less the costs of completion and selling expenses.
Group Company
2021 2020 2021 2020
RM’million RM’million RM’million RM’million
Accounting Policy
Trade receivables are amounts due from customers for goods sold or services performed in the ordinary course of business. Other receivables
generally arise from transactions outside the usual operating activities of the Group and the Company. If collection is expected in one year or less (or
in the normal operating cycle of the business if longer), they are classified as current assets. If not, they are presented as non-current assets.
Trade and other receivables are recognised initially at fair value, which is the amount of consideration that is unconditional unless they contain
significant financing components. The Group and the Company hold the trade receivables with the objective to collect the contractual cash flows
and therefore measures them subsequently at amortised cost less accumulated impairment losses. The impairment is determined based on the ECL
model and is further disclosed in Note 45.
Group Company
Note 2021 2020 2021 2020
RM’million RM’million RM’million RM’million
The Group’s and the Company’s credit policies provide trade receivables with a range between 30 days to 90 days (2020: 30 days to 90 days) credit period.
Credit risks relating to receivables are disclosed in Note 45(b)(i) to the financial statements.
(a) The recoverable amount of contractual obligation of RM1,161.4 million recognised in financial year 2020 has been utilised and offset against the
purchases of gas over and above the committed volume.
(b) Included in other receivables of the Group and of the Company are amounts due from the Government amounting to RM4,783.0 million (2020:
RM124.2 million) under the Imbalanced Cost Pass Through (‘ICPT’) mechanism and RM373.8 million (2020: RM NIL) for the sales discount given to
the customers.
(c) Included in rechargeable job orders debtors of the Group and of the Company is an amount due from the Government amounting to RM NIL (2020:
RM1,084.0 million) for the sales discount given to the customers.
Accounting Policy
For the purpose of the consolidated statement of cash flows, cash equivalents are held for the purpose of meeting short term cash commitments
rather than for investment or other purposes. Cash and cash equivalents comprise cash in hand, deposits held at call with financial institutions, other
short term investments with original maturity of 3 months or less that are readily convertible to known amounts of cash and which are subject to
an insignificant risk of changes in value, and bank overdrafts. In the statement of financial position, bank overdrafts are shown within borrowings in
current liabilities.
Group Company
2021 2020 2021 2020
RM’million RM’million RM’million RM’million
The interest rates per annum of bank balances and deposits with licensed banks that were effective as at the end of the reporting date were as follows:
Group Company
2021 2020 2021 2020
% % % %
Bank balances 0.1 – 1.7 0.1 – 1.7 0.1 – 1.7 0.1 – 1.7
Deposits with licensed banks and financial institution 0.1 – 2.1 0.1 – 3.2 0.1 – 0.3 0.1 – 2.3
Deposits with licensed banks have maturity periods ranging from 1 to 365 days (2020: 1 to 365 days) for the Group and 1 to 160 days (2020: 1 to 90 days)
for the Company.
Group Company
2021 2020 2021 2020
RM’million RM’million RM’million RM’million
* Debt reserve account relates to deposits placed with licensed financial institution as part of security obligations for bond financing.
** The cash at bank held in trust is in respect of grants received from the Government by a subsidiary for designated capital projects.
23 ASSETS CLASSIFIED AS HELD FOR SALE AND LIABILITIES DIRECTLY ASSOCIATED WITH ASSETS CLASSIFIED AS HELD FOR SALE
Accounting Policy
Non-current assets or groups of assets are classified as ‘held for sale’ if their carrying amounts will be recovered principally through a sale transaction
rather than through continuing use. Similarly, liabilities directly associated with the disposal group are also presented separately from other liabilities
in the statement of financial position.
Depreciation ceases when an asset is classified as an asset held for sale. Assets held for sale are stated at the lower of carrying amount and fair value
less costs to sell.
On 30 November 2021, the Group has completed the divestment of its entire 100.0% equity stake in TPD and LPL, subsidiaries of the Group for a
consideration of RM226.9 million (USD54.5 million).
Gain on sale before transaction cost and reclassification of foreign currency translation reserve 218.4
Transaction cost (6.4)
Reclassification of foreign currency translation reserve (186.9)
Gain on disposal of subsidiaries 25.1
23 ASSETS CLASSIFIED AS HELD FOR SALE AND LIABILITIES DIRECTLY ASSOCIATED WITH ASSETS CLASSIFIED AS HELD FOR SALE (CONTINUED)
The carrying amounts of the assets and liabilities as at the date of sale, 30 November 2021 are:
30 November 2021
TPD LPL Total
RM’million RM’million RM’million
Assets
Property, plant and equipment 0 159.4 159.4
Right-of-use assets 0 1.4 1.4
Inventories 0 1.1 1.1
Receivables, deposits and prepayments 0 353.4 353.4
Tax recoverable 0 9.0 9.0
0 524.3 524.3
Liabilities
Payables (0.1) (300.0) (300.1)
Lease liabilities 0 (1.2) (1.2)
Employee benefits 0 0 0
Borrowings 0 (179.1) (179.1)
Other liabilities 0 (235.9) (235.9)
(0.1) (716.2) (716.3)
Net carrying amount of liabilities (0.1) (191.9) (192.0)
The Group did not have any assets held for sale as at 31 December 2021 as the divestment was completed during the financial year. The details of the
assets held for sale and liabilities directly associated with assets held for sale as at 31 December 2020 are as follows:
2020
TPD LPL Total
RM’million RM’million RM’million
24 PAYABLES
Accounting Policy
Trade and other payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers.
Other payables generally arise from transactions outside the usual operating activities of the Group and the Company. Trade and other payables
are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). If not, they are
presented as non-current liabilities.
Trade and other payables are recognised initially at fair value and subsequently measured at amortised cost, which is the fair value of the consideration
to be paid in the future for the goods and services received.
Provisions are recognised when the Group and the Company have a present legal or constructive obligations as a result of past events, it is probable
that an outflow of resources will be required to settle the obligations and reliable estimates of the amounts can be made. Where the Group and the
Company expect a provision to be reimbursed by another party, the reimbursement is recognised as a separate asset but only when the reimbursement
is virtually certain. Provisions are not recognised for future operating losses. Where there are a number of similar obligations, the likelihood that an
outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognised even if the likelihood
of an outflow with respect to any one item included in the same class of obligations may be small.
Group Company
Note 2021 2020 2021 2020
RM’million RM’million RM’million RM’million
(a) Included in trade payables of the Group and the Company are obligations amounting to RM791.2 million (2020: RM3,448.8 million), relating to the
Electricity Industry Fund under the IBR mechanism.
Credit terms of trade payables of the Group and of the Company vary from 30 to 60 days (2020: 30 to 60 days) depending on the terms of the contracts.
The loss allowance on financial guarantee contracts are mainly arising from financial guarantees provided by the Company to an associate arising from
the ECL model (Note 45(b)(iv)).
(b) The movements in provision during the financial year are as follows:
Legal/ Capital
RMK* CESS Fund^ Disputes Expenditure Levy Tax Others Total
RM’million RM’million RM’million RM’million RM’million RM’million RM’million
Group
2021
As at the beginning of the financial year 99.8 101.5 17.4 9.2 55.4 2.3 285.6
(Reversal)/Provisions during the
financial year (94.8) 42.8 37.5 66.3 0 (2.3) 49.5
Utilised during the financial year 0 (9.8) 0 0 0 0 (9.8)
As at the end of the financial year 5.0 134.5 54.9 75.5 55.4 0 325.3
24 PAYABLES (CONTINUED)
(b) The movements in provision during the financial year are as follows: (continued)
Legal/ Capital
RMK* CESS Fund^ Disputes Expenditure Levy Tax Others Total
RM’million RM’million RM’million RM’million RM’million RM’million RM’million
Group
2020
As at the beginning of the financial year 99.4 58.3 57.8 15.7 61.3 424.9 717.4
Provisions/(Reversal) during the
financial year 95.6 48.8 (40.4) 26.0 (4.3) 43.9 169.6
Utilised during the financial year (95.2) (5.6) 0 (32.5) (1.6) (466.5) (601.4)
As at the end of the financial year 99.8 101.5 17.4 9.2 55.4 2.3 285.6
Legal/ Capital
RMK* CESS Fund^ Disputes Expenditure Others Total
RM’million RM’million RM’million RM’million RM’million RM’million
Company
2021
As at the beginning of the financial year 99.8 22.6 5.1 9.2 2.3 139.0
(Reversal)/Provisions during the financial year (94.8) 1.7 37.1 66.3 (2.3) 8.0
Utilised during the financial year 0 0 0 0 0 0
As at the end of the financial year 5.0 24.3 42.2 75.5 0 147.0
2020
As at the beginning of the financial year 99.4 12.2 13.2 15.7 13.5 154.0
Provisions/(Reversal) during the financial year 95.6 10.4 (8.1) 26.0 0 123.9
Utilised during the financial year (95.2) 0 0 (32.5) (11.2) (138.9)
As at the end of the financial year 99.8 22.6 5.1 9.2 2.3 139.0
* The RMK is provisions in relation to the development cost of Eleventh Malaysia Plan.
^
CESS Fund is relating to contribution for Electricity Supplies Industry Trust Account (‘AAIBE’).
25 EMPLOYEE BENEFITS
Accounting Policy
Wages, salaries, paid annual leave, bonuses, and non-monetary benefits that are expected to be settled wholly within 12 months after the end
of the period in which the employees render the related services are recognised in respect of employees’ services up to the end of the reporting
period and are measured at the amounts expected to be paid when the liabilities are settled.
The Group and the Company have various post-employment benefit schemes which are either defined contribution or defined benefit plans.
A defined contribution plan is a pension plan under which the Group and the Company pay fixed contributions into a separate entity (a fund)
on a mandatory, contractual or voluntary basis and the Group and the Company have no legal or constructive obligations to pay further
contributions if the fund does not hold sufficient assets to pay all employees benefits relating to employee services in the current and prior
periods.
The Group’s and the Company’s contributions to the defined contribution plans are charged to the statement of profit or loss in the financial
year to which they relate. Once the contributions have been paid, the Group and the Company have no further payment obligations.
The Group and the Company make contributions to the Company’s Retirement Benefit Plan, a defined benefit plan and an approved fund
independent of the Company’s finances. A book provision is also provided by the Group and the Company as the contribution rate required to
fund the benefits under the said plan is in excess of the Inland Revenue maximum limit. The Group and the Company also provided for a Post-
Retirement Medical Plan for certain employees, which is unfunded.
The liability in respect of a defined benefit plan is the present value of the defined benefit obligation at the statement of financial position date
minus the fair value of plan assets. The Group and the Company determine the present value of the defined benefit obligation and the fair
value of any plan assets with sufficient regularity such that the amounts recognised in the financial statements do not differ materially from the
amounts that would be determined at the end of the reporting date.
The defined benefit obligation, calculated using the Projected Unit Credit Method, is determined by an independent actuarial firm, considering
the estimated future cash outflows using market yields at the statement of financial position date of high-quality corporate bonds which have
currency and terms to maturity approximating the terms of the related liability.
The current service cost of the defined benefit plan reflects the increase in the defined benefit obligation resulting from employee services in
the current year. It is recognised in the statement of profit or loss as employee benefits expense.
The net interest cost is calculated by applying the discount rate to the net balance of the defined benefits obligation and the fair value of plan
assets. This cost is included in employee benefit expense in the statement of profit or loss. Actuarial gains and losses arising from experience
adjustments and changes in actuarial assumptions are recognised directly to the OCI in the period in which they arise. The actuarial gains and
losses are not subsequently reclassified to the statement of profit or loss.
The Group and the Company operate a final salary defined benefit plan. The benefit is made as lump sum payment at retirement or earlier
exits due to death and early retirement. The RBTF has been closed to new entrants since January 2008. Currently, there is no minimum
funding requirement under the law.
The RBTF exposes the Group and the Company to risks from interest rates from defined benefit being greater than expected due to
assumptions such as salary increment or turnover rates not being borne out. The RBTF is also exposed to investment risks in relation to
the assets of the plan.
The funding of the RBTF is based on recommendation of the actuary and approved by the Group and the Company. The contributions by
the Group and the Company are based on 6.0% (2020: 7.0%) of the annual basic salaries of the members. The employees are not required
to contribute to the plan.
The Group and the Company expect to contribute 6.0% (2020: 6.0%) of the annual basic salaries of members to the plan in the next
financial year.
The Group and the Company operate a post-retirement medical benefits plan in Malaysia. The PRMBS is closed to new entrants. There is
no minimum funding requirement under the current law. The PRMBS is unfunded.
The PRMBS exposes the Group and the Company to risks from interest rates and from defined benefits being greater than expected due
to assumptions such as projection of medical benefit costs and mortality not being borne out.
There has not been any settlement or curtailment during the current financial year.
Group
At 1 January 2021 2,536.4 (1,877.3) 659.1 13,193.6 13,852.7
Group
At 1 January 2020 2,653.5 (1,700.9) 952.6 12,472.2 13,424.8
Company
At 1 January 2021 2,506.9 (1,875.5) 631.4 12,447.7 13,079.1
Company
At 1 January 2020 2,613.3 (1,703.8) 909.5 11,743.6 12,653.1
The latest actuarial revaluation for RBTF and PRMBS was carried out in February 2022. The principal actuarial assumptions used in respect of defined
benefit plans are as follows:
Group Company
RBTF PRMBS RBTF PRMBS
% % % %
2021
Discount rates 4.4 - 4.5 4.9 4.4 4.8
Salary increment rate 5.0 - 6.0 N/A 6.0 N/A
Medical cost inflation:
- Inpatient N/A 5.5 N/A 5.5
- Outpatient N/A 4.5 N/A 4.5
Others:
- Specialist N/A 4.5 N/A 4.5
- Dialysis N/A 5.5 N/A 5.5
2020
Discount rates 3.7 - 4.5 4.1 3.7 4.1
Salary increment rate 5.0 - 6.0 N/A 6.0 N/A
Medical cost inflation:
- Inpatient N/A 5.5 N/A 5.5
- Outpatient N/A 4.5 N/A 4.5
Others:
- Specialist N/A 4.5 N/A 4.5
- Dialysis N/A 5.5 N/A 5.5
The effect of a 1.0% movement in the key assumptions to the defined benefit obligation balances are as follows:
RBTF PRMBS
Increase Decrease Increase Decrease
RM’million RM’million RM’million RM’million
Group
2021
Medical cost trend rate N/A N/A 1,558.0 (1,313.0)
Discount rate (127.3) 141.1 (1,349.1) 1,635.9
Salary increment rate 156.1 (143.1) N/A N/A
2020
Medical cost trend rate N/A N/A 1,840.4 (1,536.2)
Discount rate (149.6) 166.6 (1,584.1) 1,942.5
Salary increment rate 180.6 (164.9) N/A N/A
The effect of a 1.0% movement in the key assumptions to the defined benefit obligation balances are as follows: (continued)
RBTF PRMBS
Increase Decrease Increase Decrease
RM’million RM’million RM’million RM’million
Company
2021
Medical cost trend rate N/A N/A 1,448.8 (1,223.7)
Discount rate (124.9) 138.3 (1,258.0) 1,522.1
Salary increment rate 153.1 (140.4) N/A N/A
2020
Medical cost trend rate N/A N/A 1,711.2 (1,432.0)
Discount rate (149.6) 166.6 (1,477.4) 1,807.1
Salary increment rate 180.6 (164.9) N/A N/A
The sensitivity analysis have been provided based on membership data as at 31 December 2021 and considered a change of each principal assumption in
isolation. The method and types of assumptions used in preparing the sensitivity analysis did not change compared to the previous period.
The weighted average duration of the Group’s and of the Company’s liabilities are estimated at approximately 7 and 14 years for RBTF and PRMBS
respectively.
The plan assets for RBTF did not include any ordinary share of the Company.
The Group’s and the Company’s RBTF are conditional on future employment of the members of the plan. The Group’s and the Company’s PRMBS are not
conditional on future employment and has been fully vested as at 31 December 2021.
26 CONSUMER DEPOSITS
Consumers (with the exception of employees and government departments/agencies) are required to deposit a sum sufficient to cover charges for two
months supply of electricity as allowed under the regulation of the Licensee Supply (Amendment) Regulations 2002. In default of payment of the deposit
within the time specified, the supply to the consumer’s installation may be disconnected, subject to certain conditions laid out in the regulations.
Consumer deposits are classified as current liabilities as the amounts shall be refunded within 30 days upon request for termination of electricity supply
by the consumer.
27 BORROWINGS
Accounting Policy
Borrowings are recognised initially at fair value, net of transaction costs incurred. In subsequent periods, borrowings are stated at amortised cost
using the effective interest method, any differences between proceeds (net of transaction costs) and the redemption value are recognised in the
statement of profit or loss over the period of the borrowings.
Borrowings are classified as current liabilities unless the Group and the Company have an unconditional right to defer settlement of the liability for at
least 12 months after the statement of financial position date.
Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the
facilities will be drawdown. In this case, the fee is deferred until the drawdown occurs. The transaction costs are amortised over the tenure of the loan
and recognised in the statement of profit or loss.
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a
substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time the assets are substantially
ready for their intended use or sale. All other borrowing costs are recognised in the statement of profit or loss in the period in which they are incurred.
As for Government loans at an interest rate which is below the market rate of interest, the differential between the initial carrying value of the loan
based on market rate and the Government rate is recognised as a deferred income and is credited to the statement of profit or loss over the period
necessary to match the interest costs.
Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the
borrowing costs eligible for capitalisation.
Group Company
Note 2021 2020 2021 2020
RM’million RM’million RM’million RM’million
Current
Secured:
- Short term loans 201.3 652.0 0 450.6
- Term loans (a) 864.0 697.6 0 0
- Bonds (b) 832.3 1,098.6 0 0
Unsecured:
- Short term loans 1,650.8 237.6 1,403.2 0
- Bankers’ acceptances 872.6 48.4 801.0 0
- Term loans (a)(d) 1,191.3 884.1 1,130.7 830.6
- Bonds (b) 769.1 2,211.0 769.1 2,211.0
- Redeemable Unsecured Loan Stocks (c) 611.1 579.8 0 0
Total short term borrowings 6,992.5 6,409.1 4,104.0 3,492.2
Non-current
Secured:
- Term loans (a) 4,051.9 4,244.5 0 0
- Bonds (b) 18,441.5 18,908.2 0 0
Unsecured:
- Term loans (a)(d) 2,240.9 3,243.4 1,971.0 2,941.7
- Bonds (b) 19,951.4 16,647.4 18,961.3 15,657.4
Total long term borrowings 44,685.7 43,043.5 20,932.3 18,599.1
Total borrowings 51,678.2 49,452.6 25,036.3 22,091.3
The short term borrowings carry interest at rates ranging from 0.8% to 8.0% (2020: 0.8% to 8.0%) per annum for the Group and from 0.8% to 9.4% (2020:
0.8% to 9.4%) per annum for the Company.
27 BORROWINGS (CONTINUED)
Group Company
2021 2020 2021 2020
RM’million RM’million RM’million RM’million
Group
2021 2020
RM’million RM’million
27 BORROWINGS (CONTINUED)
The Federal Government loans obtained by SESB are secured by the following:
• A debenture creating:
- a first fixed charge over all present and future freehold and leasehold properties including all buildings and fixtures; and
- a first floating charge over all present and future assets of SESB not effectively charged by way of the fixed charge.
• A deed of assignment transferring all SESB’s present and future rights and interests in all sales proceeds or revenue derived from the sale
of electricity generated from the projects funded.
• A deed of assignment transferring all SESB’s present and future rights and interests in the bank accounts in which the loan proceeds are
credited.
The tenure of the loans ranges from 20 to 25 years with a fixed interest rate applicable during the financial year ranging from 0% to 4.0% per
annum.
On 20 December 2010, TNEC entered into a 15-year RM73.3 million secured loan, bearing interest at a fixed rate of 5.9% per annum. The loan
will mature on 24 December 2025. The principal is payable in 12 annual instalments.
The term loan is secured by a corporate guarantee from the Company. The term loan also requires TNEC to comply with certain affirmative and
restrictive non-financial covenants.
On 2 May 2017, MTM entered into a RM25.0 million unsecured financing facilities under Commodity Murabahah Financing-i with a floating
profit rate of 1.6% plus prevailing Kuala Lumpur Interbank Offered Rate (‘KLIBOR’) per annum and RM50.0 million under Revolving Financing-i
with floating profit rate of 0.75% plus prevailing KLIBOR per annum to partly finance the construction and development of a new plant at
Kapar, Klang. The loan will mature on 29 May 2023.
In addition, on 28 August 2017, MTM obtained a RM35.0 million unsecured Commodity Murabahah Flexi Term Financing-i for the purpose of
part financing the new plant in Kapar, Klang. The loan will mature on 1 November 2023.
On 19 July 2017, TSS entered into a 20-year secured Istisna’ Term Financing-i for a maximum principal of RM280.0 million with a KLIBOR
floating rate plus prevailing margin of 1.2% per annum (for pre-commercial operation date (‘COD’)) and 1.3% per annum (for post-COD) to
finance the construction of a 50MW solar power plant at Kuala Langat.
The borrowings which are repayable from six months after the COD are required to be settled in full by the final maturity date of 30 June 2037.
(v) Term Loan - TNB Bukit Selambau Solar Sdn. Bhd. (‘TNBBSS’)
On 13 December 2018, TNBBSS obtained a RM135.0 million Islamic Facility Agreement from MUFG Bank (Malaysia) Berhad to finance the
construction of a 30MW solar power plant. The tenure of the facility agreement is up to 20 years with a profit rate for pre-COD (KLIBOR+1.0%)
and post-COD (KLIBOR+0.75%) per annum.
The borrowings are repayable from six months after the COD and is required to be settled in full by the final maturity date of 10 December
2038.
27 BORROWINGS (CONTINUED)
On 28 March 2018, TWV entered into a new debt facility of GBP120.0 million for the purpose of refinancing the senior debt facility held by GVO
Wind Limited (‘GVO’) and Bluemerang Capital Limited (‘BCL’). Based on London Interbank Offered Rate (‘LIBOR’) transition exercise, TWV has
entered into addendum agreement in 2021 to reflect the new reference rate which is Sterling Overnight Index Average (SONIA) effective from
January 2022. There has been no material impact for the year ended 31 December 2021.
(vii) Term Loan – Vantage Solar Investments S.A.R.L. (Formerly known as Vortex Solar Investments S.A.R.L.) (‘VSI’)
On 22 June 2017, Vortex Solar UK4 Limited (‘VSUK’), a wholly-owned subsidiary of VSI obtained a bank loan for the purpose of refinancing
the senior debt facility held by Terraform UK3 Intermediate Holdings Ltd. VSUK entered into a loan agreement with the total of eight (8)
lenders including Santander UK Plc (‘Santander’) acting as the facility agent for an amount of GBP337.0 million, that will mature in March
2035. The facility bears interest at a rate per annum equal to LIBOR plus an applicable margin of 1.9% for the first 3 years, 2.1% for subsequent
3 years, 2.3% for subsequent 3 years and thereafter at 2.5% until maturity. As at 31 December 2021, the facility continues to apply LIBOR as
there is a refinancing exercise being initiated. The refinancing exercise is then completed on 23 February 2022 as disclosed in Note 48. Upon
completion, the refinanced facility bears a fixed interest rate 2.8% per annum with no changes to the maturity date.
On 25 November 2011, TNBJ established a RM4.9 billion Islamic Securities Programme to finance the construction of a 1,010MW coal-fired
power plant. The tenure of the Sukuk issued from the Islamic Securities Programme ranges from 5 to 20 years with profit rates between 3.8%
and 4.9% per annum.
The Islamic Securities Programme was issued by Manjung Island Energy Berhad (‘MIEB’) which is a special purpose vehicle company
incorporated in Malaysia with a paid up capital of RM2.00 ordinary share. All of the issued shares of MIEB are held by Equity Trust (Malaysia)
Berhad as share trustee for the benefit of certain specified charities, under the terms of a declaration of trust.
The Sukuk issued from the Islamic Securities Programme consists of 2 series and the details of the series are as follows:
(a) Series 1 consists of 15 tranches, with tenures ranging from 5 to 19 years.
(b) Series 2 consists of 1 tranche, with a tenure of 20 years.
On 22 May 2013, TNEB entered into a RM1.6 billion sukuk facility agreement to finance the construction of a 1,071MW gas-fired power plant.
The tenure of the sukuk is 23 years with profit rates between 3.6% and 4.8% per annum. The sukuk facility agreement consists of 39 tranches
with tenures ranging from 4 to 23 years and the sukuk is secured.
On 5 July 2013, KEV issued a sukuk facility based on the Shariah principles of Ijarah (‘Sukuk Ijarah’) of RM2.0 billion in nominal value. The tenure
of the sukuk ranging from 1 to 13 years with profit rates of 3.8% to 5.0% per annum and the sukuk is secured. The Sukuk proceeds were utilised
for Shariah-compliant purposes, which include refinancing the outstanding Bai’ Bithaman Ajil Islamic Debt Securities (‘BaIDS’), payment of
fees and expenses in relation to the Sukuk Ijarah facility and to meet the general working capital purposes of KEV.
27 BORROWINGS (CONTINUED)
On 4 December 2015, JEP issued a Sukuk Murabahah of RM9.0 billion in nominal value. The proceeds from the Sukuk Murabahah were
utilised by JEP for shariah-compliant purposes in connection with the financing, design, engineering, procurement, construction, installation,
testing, commissioning, ownership, operation and maintenance of a 2,000MW coal-fired power plant and associated facilities, including the
transmission line and interconnection facilities. The tenure of the facility agreement is 23 years with profit rates between 5.0% and 6.8% per
annum. The sukuk facility agreement consists of 36 tranches with tenures ranging from 6 to 23 years.
On 31 October 2017, SPG issued a Sukuk Wakalah of RM3.7 billion in nominal value to finance the construction of a 1,440MW gas-fired power
plant and associated facilities, including the interconnection facilities.
The tenure of the facility agreement is 18 years with profit rates between 4.7% and 5.6% per annum. The sukuk facility agreement consists of
28 tranches with tenures ranging from 4.5 years to 18 years.
On 4 October 2016, TGVC established a USD2.5 billion Multi-Currency Medium Term Note Sukuk Programme to provide flexibility to the
Company’s fund raising exercise for its future investments.
The Sukuk Programme is unsecured and has the benefit of an unconditional and irrecoverable guarantee from the Company, to meet the
payment obligations of TGVC.
On 19 October 2016, the Company issued a USD750.0 million sukuk for a tenure of 10 years with profit rate of 3.2% per annum.
On 1 November 2018, the Company had a second issuance of USD750.0 million for a tenure of 10 years with a profit rate of 4.9%.
On 6 July 2017, the Company established a RM5.0 billion Islamic Medium Term Note Sukuk Wakalah to finance capital expenditure, investment,
general corporate purpose, working capital requirements and/or refinance any existing financing facilities of the issuer and/or its subsidiaries
and to defray any fees and expenses of the Sukuk Programme.
On 3 August 2017, the Company issued RM2.0 billion Sukuk Wakalah which comprised RM500.0 million with 15 years tenure and RM1.5 billion
with 20 years tenure, with profit rates of 5.0% and 5.2% respectively.
On 29 August 2018, the Company issued RM3.0 billion Sukuk Wakalah which comprised RM1.0 billion with 15 years tenure and RM2.0 billion
with 20 years tenure, with profit rates of 4.8% and 5.0% per annum respectively.
27 BORROWINGS (CONTINUED)
On 30 June 2020, the Company established a RM10.0 billion Islamic Medium Term Note Sukuk Wakalah to finance capital expenditure,
investment, general corporate purposes, working capital requirement and/or refinance any existing financing facilities of the Company and/
or subsidiaries and to defray any fees and expenses of Sukuk Wakalah Programme.
On 12 August 2020, the Company issued RM3.0 billion Sukuk Wakalah which comprised RM750.0 million with 10 years tenure, RM750.0 million
with 15 years tenure and RM1.5 billion with 20 years tenure, with profit rates of 2.9%, 3.3% and 3.6% per annum respectively.
On 25 November 2021, the Company issued RM3.0 billion Sukuk Wakalah which comprised RM300.0 million with 7 years tenure, RM300.0
million with 10 years tenure, RM1.2 billion with 15 years tenure and RM1.2 billion with 20 years tenure, with profit rates of 3.9%, 4.1%, 4.5%
and 4.7% per annum respectively.
On 29 June 2004, KEV issued RM957.6 million of RULS to the Company and Malakoff Corporation Berhad to finance the acquisition of Stesen
Janaelektrik Sultan Salahuddin Abdul Aziz, Kapar. The RULS bears an interest of 8.0% per annum on the outstanding nominal value of the RULS. The
interest is repayable semi-annually on the last day of the relevant six months period from the issue date of RULS. The RULS is repayable from the third
year from the issue date of RULS as stipulated in the agreement dated 29 June 2004. The RULS has to be settled in full by the final maturity date of
8 July 2029. During the financial year 2020, the RULS has been novated to TPGSB under the internal reorganisation initiative.
On 22 December 2017, Kumpulan Wang Persaraan (‘KWAP’) had provided a shareholder loan of GBP46.2 million to VSI through the subscription of
PEC. The financial instrument bears a fixed interest rate of 8.0% per annum and will mature in 2047.
Reconciliation of borrowings from financing activities during the financial year is as follows:
Group Company
2021 2020 2021 2020
RM’million RM’million RM’million RM’million
Accounting Policy
Grants from the government are recognised at their fair values where there is a reasonable assurance that the grants will be received and the Group
will comply with all attached conditions.
Government grants relating to costs are deferred and recognised in the statement of profit or loss over the period necessary to match them with the
costs they are intended to compensate.
Government grants relating to construction of PPE are included in non-current liabilities as deferred income and are credited to the statement of
profit or loss on the straight line method over the expected lives of the related assets.
A subsidiary of the Group obtained Government loans at an interest rate which is below the market rate of interest. The differential between the initial
carrying value of the loan based on market rate and the Government rate is recognised as a deferred income and is credited to the statement of profit
or loss over the period necessary to match the interest costs.
Reconciliation of government development grants from financing activities during the financial year is as follows:
Group
2021 2020
RM’million RM’million
The government development grants are provided by the Government mainly for the construction of PPE of RM740.2 million (2020: RM723.0 million) and
the Government loan below market interest rate is RM186.5 million (2020: RM211.9 million).
29 OTHER LIABILITIES
Group Company
Note 2021 2020 2021 2020
RM’million RM’million RM’million RM’million
(a) Retention monies primarily relates to the vendor retention monies for projects with completion period of more than 12 months.
(b) Mainly relates to the provision for restoration cost for certain assets for which there is an obligation to dismantle, remove and restore the sites at the
end of their useful lives amounting RM301.8 million (2020: RM293.1 million).
30 SHARE CAPITAL
Accounting Policy
Classification
Ordinary shares and non-redeemable preference shares with dividends are classified as equity. Other shares are classified as equity and/or liability
according to the economic substance of the particular instrument.
Distributions to holders of a financial instrument classified as an equity instrument are charged directly to equity.
(i) The Special Share would enable the Government through the Minister of Finance Incorporated (‘MOF Incorporated’) to ensure that certain
major decisions affecting the operations of the Company are consistent with the Government’s policies. The Special Shareholder, which may
only be the Government or any representative or person acting on its behalf, is entitled to receive notices of meetings but not to vote at such
meetings of the Company. However, the Special Shareholder is entitled to attend and speak at such meetings.
The Special Shareholder has the right to appoint any person, but not more than six at any time, to be a member of the Board of Directors of
the Company.
(ii) Certain matters, in particular the alteration of the Articles of Association of the Company relating to the rights of the Special Shareholder,
creation and issue of additional shares which carry different voting rights, the dissolution of the Company, substantial disposal of assets,
amalgamations, merger and takeover, require the prior consent of the Special Shareholder.
(iii) The Special Shareholder does not have any right to participate in the capital or profits of the Company.
(iv) The Special Shareholder has the right to require the Company to redeem the Special Share, at par, at any time.
(b) The Company issued and allotted ordinary shares of 21,426,100 on 27 May 2021 and 11,400 on 2 June 2021 to eligible employees, pursuant to the
letter of offer dated 18 April 2018, 30 April 2019, 6 July 2020 and 27 July 2020 respectively in accordance with the by-laws of the LTIP scheme of the
Company during the financial year ended 31 December 2021.
31 OTHER RESERVES
LTIP reserve Arising from the corresponding increase in equity from expenses recognised in profit or loss over the
vesting period of the equity-settled shares based compensation plan for the Group’s and the Company’s
employees as disclosed in Note 34.
Employee benefits reserve Arising from the remeasurements of the net defined employee benefit liability.
Foreign currency translation reserve Arising from the translation of the financial statements of foreign operations whose functional currencies
are different from that of the Group’s presentation currency.
FVOCI reserve Arising from changes in fair value of financial assets at FVOCI.
Group
2021
As at the beginning of the financial year 315.4 (7,718.7) (859.0) 19.6 (8,242.7)
Arising in the financial year 43.1 978.7 402.4 5.2 1,429.4
As at the end of the financial year 358.5 (6,740.0) (456.6) 24.8 (6,813.3)
2020
As at the beginning of the financial year 319.3 (7,317.3) (786.7) 20.9 (7,763.8)
Arising in the financial year (3.9) (401.4) (72.3) (1.3) (478.9)
As at the end of the financial year 315.4 (7,718.7) (859.0) 19.6 (8,242.7)
Company
2021
As at the beginning of the financial year 315.4 (7,252.9) 18.9 (6,918.6)
Arising in the financial year 43.1 928.7 5.2 977.0
As at the end of the financial year 358.5 (6,324.2) 24.1 (5,941.6)
2020
As at the beginning of the financial year 319.3 (6,849.8) 20.2 (6,510.3)
Arising in the financial year (3.9) (403.1) (1.3) (408.3)
As at the end of the financial year 315.4 (7,252.9) 18.9 (6,918.6)
32 REVENUE
Accounting Policy
Revenue which represents income arising in the course of the Group’s and the Company’s ordinary activities is recognised by reference to each
distinct performance obligation promised in the contracts with customers. Revenue from contracts with customers is measured at its transaction
price, being the amount of consideration which the Group and the Company expect to be entitled in exchange for transferring promised goods or
services to a customer, net of goods and service tax, returns, rebates and discounts. Transaction price is allocated to each performance obligation
on the basis of the relative stand-alone selling prices of each distinct good or services promised in the contract. Depending on the substance of the
respective contract with the customer, revenue is recognised when the performance obligation is satisfied, which may be at a point in time or over
time.
The Group and the Company do not expect any contracts where the period between the transfer of the promised goods or services to the customer
and payment by the customer exceeds one year. As a consequence, the Group and the Company do not adjust any of the transaction prices for the
time value of money.
Revenue from the supply of electricity in Peninsular Malaysia is regulated based on certain formulae and parameters as set out in the regulatory
implementation guidance under the IBR framework and as agreed with the regulators.
The contract with customers is for the supply of electricity based on tariff rates as set out in the provision of the Electricity Supply Act 1990.
Collection of the contract consideration from customers is considered probable.
The promise to supply electricity represents a promise to transfer a series of distinct goods that are substantially the same and that have the
same pattern of transfer to the customer. The performance obligation to deliver electricity is satisfied over time as the customers simultaneously
received and consumed the benefits provided by the Group’s and the Company’s performance. Hence, electricity revenue is recognised over
time by the Group and the Company when electricity is consumed by customers.
Generally, customers are billed on a monthly basis. As the amount at which the Group and the Company have a right to invoice corresponds
directly with the value to the customer, the revenue from electricity sales is also recognised on a monthly basis. Payment should be made by
customers within 30 days from the date the bill is issued. An interest charge will be imposed if payment is made later than 30 days after the bill
date.
32 REVENUE (CONTINUED)
Electricity revenue includes an estimated value of the electricity consumed by customers from the date of their last meter reading and the
reporting period end. Accrued unbilled revenues recognised as contract assets are reversed in the following month when actual billings occur.
ICPT, a mechanism established under the IBR allows the Company to pass through the volatility in fuel and other generation specific costs
(termed as the ‘Single Buyer Generation Cost’) to the customers, such that the Company remains financially neutral. The Company’s claims
and undertakings under the ICPT mechanism are such that any over or under recovery of costs would be payable to or reimbursable from the
Government, and would be recognised as part of revenue in the period the costs are incurred. Actual base tariff billed to the customers remains
unchanged.
Included in the revenue, is the Annual Regulatory Adjustment (‘ARA’) for the over or under recovery of revenue and other income earned
during the year. The Company has taken into account the principles laid out in the Guidelines on Electricity Tariff Determination under the IBR
for Peninsular Malaysia 2018, where the allowed revenue in each year is calculated as the sum of actual revenue earned and any applicable
adjustments, such as those related to the revenue-cap, price-cap and other income adjustment mechanisms as described in the Guidelines.
Other income which is earned from services not directly related to electricity supply, but are provided using the assets and/or staff of a licensee
is deducted from the revenues to be earned from regulated tariffs.
Sale of goods is recognised when control of the products has transferred, being when the products are delivered to the customer and there
is no unfulfilled obligation that could affect the customer’s acceptance of the products. Delivery occurs when the products have been
transported to the specific location, the risks of obsolescence and loss have been transferred to the customer, and either the customer has
accepted the products in accordance with the sales contract, the acceptance provisions have lapsed, or the Group has objective evidence
that all criteria for acceptance have been satisfied.
Revenue from these sales is recognised based on the price specified in the contract, net of the estimated discounts. Accumulated
experience is used to estimate and provide for the discounts, using the expected value method, and revenue is only recognised to the
extent that it is highly probable that a significant reversal will not occur. No element of financing is deemed present as the sales are made
with a credit term of an average between 30 to 60 days, which is consistent with market practice. The Group’s obligation to repair or
replace faulty products under the standard warranty terms is recognised as a provision.
A receivable is recognised when the goods are delivered as this is the point in time that the consideration is unconditional because only
the passage of time is required before the payment is due.
Revenue from providing services is recognised over the period in which the services are rendered. Revenue is recognised based on the
actual service provided to the end of the reporting period as a proportion of the total services to be provided because the customer
received and uses the benefits simultaneously.
In cases of fixed-price contracts, the customer pays the fixed amount based on a payment schedule. If the services rendered exceed the
payments, a contract asset is recognised. If the payments exceed the services rendered, a contract liability is recognised.
If the contract includes hourly fees, revenue is recognised at the amount to which the Group has a right to invoice. The amounts are billed
within 60 to 180 days from satisfying the performance obligations and payment is expected within 30 days from the billing date.
32 REVENUE (CONTINUED)
Revenue from construction contracts is recognised over time or at a point in time in accordance with performance obligations being satisfied.
Where revenue is recognised over time, the satisfaction of performance obligation is by reference to the stage of completion which is assessed
by reference to the contract costs incurred over the total estimated costs for each contract as at the reporting date. Otherwise, revenue is
recognised at a point in time when the customer obtains control of the assets. The related costs are recognised in profit or loss when they are
incurred.
Where the contracts include multiple performance obligations, the transaction price will be allocated to each performance obligation based
on the stand-alone selling prices. Where these are not directly observable, they are estimated based on expected cost plus margin. If contracts
include sale of goods as a separate performance obligation, revenue from this sale is recognised at a point in time when the goods are delivered,
the legal title has passed and the customer has accepted the goods.
When the consideration of a construction contract cannot be estimated reliably, contract revenue is recognised only to the extent of contract
costs incurred that are likely to be recoverable. An expected loss on a contract is recognised immediately in the statement of profit or loss.
Estimates of revenues, costs or extent of progress toward completion are revised if circumstances change. Any resulting increases or decreases
in estimated revenues or costs are reflected in profit or loss in the period in which the circumstances that give rise to the revision become
known by management.
The amounts will be billed within 60 to 180 days from satisfying the performance obligations and payment is expected within 30 days from
billing date. Advances received are included in contract liabilities.
Contributions received from customers consist of cash and assets in the form of PPE. It is capital contributions for the construction of assets,
used to connect the customers to a network or to provide them with the service.
The customers’ contributions are viewed as indirectly related to the promise of providing supply of electricity to the customers. Supply of
electricity and customers’ contributions are not distinct because the customers cannot benefit from these two services on their own. The
connection infrastructures are to fulfil the obligation to supply electricity to the customers. Both the supply of electricity and customers’
contributions are substantially the same, and have the same pattern of transfer to the customers.
Therefore, connection and the supply of electricity are one performance obligation. It is considered as part of the transaction price for the
overall service provided to the customers and is recognised over time. The customers’ contributions are deferred and recognised over the
period the constructed assets are used to provide electricity to the customers. The contributions are recognised as contract liabilities and
amortised over 20 years, being the estimated average useful life of the assets.
32 REVENUE (CONTINUED)
Disaggregation of revenue from contracts with customers for the Group and the Company are categorised as follows:
Group Company
2021 2020 2021 2020
RM’million RM’million RM’million RM’million
Sales:
- Electricity* 51,189.9 42,835.4 48,606.8 40,521.3
- Goods and services 708.9 440.4 0 0
Tariff support subsidy 368.2 367.9 0 0
Construction contracts 93.4 49.3 0 0
Customers’ contributions 269.1 283.0 224.5 237.0
52,629.5 43,976.0 48,831.3 40,758.3
* Included in the sales of electricity are under recovery of ICPT amounting RM4,509.6 million (2020: over recovery of RM3,034.4 million) and other regulatory adjustments of
RM551.9 million (2020: RM621.0 million).
The revenue of the Group and of the Company are predominantly derived in Malaysia.
33 OPERATING EXPENSES
Group Company
2021 2020 2021 2020
RM’million RM’million RM’million RM’million
Cost of sales:
- Energy cost 29,868.0 23,787.3 30,649.5 23,288.7
- Transmission cost 1,945.6 1,881.6 1,805.4 1,739.4
- Distribution cost 6,694.0 6,420.5 6,379.2 6,091.4
38,507.6 32,089.4 38,834.1 31,119.5
Administrative expenses 3,142.6 2,915.3 1,903.1 1,764.6
Other operating expenses 2,874.2 2,127.7 1,546.6 1,149.6
44,524.4 37,132.4 42,283.8 34,033.7
Purchases from Independent Power Producers (‘IPPs’) 8,863.8 8,271.3 18,641.8 15,572.8
Fuel costs 15,225.4 9,514.4 5,213.9 1,498.1
Directors’ remuneration:
- Fees and allowances 3.4 3.2 3.3 3.1
- Other emoluments 1.0 3.4 1.0 3.4
Auditors’ remuneration:
- PricewaterhouseCoopers PLT, Malaysia
- Statutory audit 3.4 3.7 1.2 1.8
- Audit related services 1.5 2.2 1.5 2.2
- Member firm of PricewaterhouseCoopers International Limited
- Statutory audit 1.9 1.1 0 0
- Others
- Statutory audit 0 1.1 0 0
- Non-audit services
- Tax related services 0.4 0.5 0 0
- Other non-audit services 1.6 0.2 0.2 0.2
Staff costs (Note 34)* 3,954.2 3,825.8 2,771.7 2,771.6
Property, plant and equipment:
- Depreciation 7,193.4 6,997.3 4,640.8 4,758.5
- Written off 199.5 27.3 197.2 27.3
- Abandoned projects 106.7 30.8 5.5 30.8
Right-of-use assets:
- Depreciation 3,498.1 3,625.1 5,898.5 5,465.5
Impairment losses on investment in:
- Subsidiaries 0 0 719.4 164.5
- Associates 291.8 51.6 0 0
Inventories:
- Provision for obsolescence 182.8 163.7 85.2 105.6
- Write back of obsolescence (85.4) (117.9) (65.4) (117.9)
- Written off 172.9 82.5 73.8 78.2
Telecommunication expenses 37.3 78.1 37.2 77.9
Expenses arising from leases:
- Low-value assets (Note 15) 40.4 25.3 39.8 24.4
Research and development expenses 68.3 88.3 67.8 81.5
Receipt of Government subsidies# (310.4) (200.6) 0 0
* This includes the remuneration of the Executive Directors amounting to RM5.0 million (2020: RM4.1 million) for the Group and the Company.
#
This represents the subsidies that SESB received for diesel and medium fuel oil from the Government. The total amount credited in the current year has been offsetted against
energy cost.
The estimated monetary value of benefits received by the Directors was RM984,022 (2020: RM3,412,000) for the Group and the Company.
All non-audit services were procured competitively in accordance with TNB Procurement Policies and Procedures. Non-audit services can be offered by the
external auditors of the Group if there are clear efficiencies and value added benefits to the Group.
34 STAFF COST
Group Company
2021 2020 2021 2020
RM’million RM’million RM’million RM’million
Details of the retirement benefit and post-retirement medical plans of the Group and of the Company are set out in Note 25.
The Group and the Company operate an equity-settled share-based compensation plan under which the entity receives services from employees as
consideration for equity instruments of the Group.
The fair value of the employee services received in exchange for the grant of the Company’s shares is recognised as an expense in the statement of profit
or loss over the vesting period of the grant, with a corresponding increase in share-based payment reserve in equity.
The total amount to be expensed over the vesting period is determined by reference to the fair value of the shares granted.
Non-market vesting conditions are included in the assumptions to arrive at the number of shares that are expected to vest. At the end of the reporting
period, the Company revises its estimates of the number of shares that are expected to be vested. The impact of the revision of original estimates, if any,
is recognised in the statement of profit or loss, with a corresponding adjustment to share-based payment reserve in equity.
The fair value of shares granted to employees of subsidiaries is allocated to the subsidiaries.
The Company implemented a LTIP on 30 April 2015 for a period of 10 years. The LTIP is governed by the by-laws, which was approved by the shareholders
at an Extraordinary General Meeting on 18 December 2014. LTIP is intended to allow the Company to award the grant of new shares to be vested to
selected employees for the attainment of identified performance objectives.
The LTIP comprises a Restricted Share Grant (‘RS Grant’) and a Performance Share Grant (‘PS Grant’). The main difference in the features of the RS
Grant and the PS Grant is the eligibility of the selected employees in terms of their job grades in the Group and the performance targets and/or
performance conditions to be met prior to the offer and vesting of the grant to the selected employees.
The RS Grant is a restricted share grant for all eligible employees selected on a basis designated by the LTIP Committee. The RS Grant will
be awarded annually to the selected employees to be vested over a period of 3 years on a pro-rata basis and after fulfilment of individual
performance targets based on the Group’s performance management system (such as individual performance rating) and certain performance
conditions (such as financial targets) as determined by the LTIP Committee from time to time at its discretion in accordance with the terms and
conditions of the LTIP.
(ii) PS Grant
The PS Grant is a performance share grant for senior executives of the Group and the Executive Director as well as key employees of the Group
selected on a basis designated by the LTIP Committee. The PS Grant will be awarded annually to the selected employees to be vested at the
end of the 3-year period and after fulfilment of certain performance targets and/or conditions at the time of grant and vesting, which may
include, among other factors, total shareholders’ return and the long term financial performance targets/ratios of the Group as determined by
the LTIP Committee from time to time at its discretion in accordance with the terms and conditions of the LTIP. At the point of vesting, the final
award of the PS Grant is based on a multiple of the initial grant whereby the multiple is determined according to the performance targets and/
or conditions. In the event the performance targets and/or conditions are not met by the selected employees, the grant will not be vested to
them at the end of the performance period.
The new ordinary shares to be allotted and issued upon the vesting of the ordinary shares pursuant to the RS Grant and PS Grant will not be
subjected to any retention period or restriction on transfer.
In implementing the LTIP, the grant will be satisfied by way of allotment and issuance of new ordinary shares to the respective RS and PS
grantees upon vesting of the grant.
The LTIP Committee shall decide from time to time at its discretion to determine or vary the terms and conditions of the offer, such as
the eligibility criteria and allocation in each grant, the timing and frequency of the award of the grant, the performance targets and/or
performance conditions to be met prior to the offer and vesting of the grant and the vesting period.
(b) Maximum number of new ordinary shares available under the LTIP
The maximum number of new ordinary shares which may be made available under the LTIP and/or allotted and issued upon vesting of the new
ordinary shares under the LTIP shall not be more than 10.0% of the issued and paid-up ordinary share capital of the Company (excluding treasury
shares) at any point in time during the duration of the LTIP.
The total number of new ordinary shares that may be offered to any one of the selected employees and/or to be vested in any one of the grantees
under the LTIP at any time shall be at the discretion of the LTIP Committee (subject to the by-laws and any applicable law).
(d) Eligibility
Employees of the Group and of the Company (including the Executive Director) who meet the following criteria as at the date of offer shall be
eligible to be considered as an eligible employee to participate in the LTIP:
(i) Has attained the age of 18 years;
(ii) Has entered into a full-time or fixed-term contract of employment with, and is on the payroll of any company within the Group and has not
served a notice of resignation or received a notice of termination;
(iii) Whose service/employment has been confirmed in writing;
(iv) Is not a non-executive or independent director of the Company; and
(v) Has fulfilled any other eligibility criteria which has been determined by the LTIP Committee at its discretion from time to time, as the case may be.
The LTIP Committee may determine any other eligibility criteria for the purpose of selecting an eligible employee at any time and from time to time,
at its discretion.
The new ordinary shares to be allotted and issued pursuant to the LTIP shall, upon allotment and issuance, rank equally in all respects with the then
existing issued ordinary shares.
The new ordinary shares to be allotted and issued pursuant to the vesting of the grant under the LTIP shall not be entitled to any dividends, rights,
allotments and/or any other distributions, for which the entitlement date is prior to the date on which the new ordinary shares are credited into the
Central Depository System (‘CDS’) accounts of the respective grantees upon vesting of the grant under the LTIP.
If the LTIP Committee so decides (but not otherwise), in the event of any alteration in the capital structure of the Company during the duration of
LTIP, which expires on 29 April 2025, such corresponding alterations (if any) may be made to the LTIP in:
(i) The number of unvested new ordinary shares comprised in a grant; and/or
(ii) The method and/or manner in the vesting of the new ordinary shares comprised in a grant.
The movement in the total number of share grants during the financial year is as follows:
At At
1.1.2021 Granted Forfeited Vested 31.12.2021
‘000 ‘000 ‘000 ‘000 ‘000
2021
Group
LTIP 4
RS Grant 4,269.4 0 (411.1) (3,858.3) 0
PS Grant 1,384.0 0 (1,384.0) 0 0
LTIP 5
RS Grant 14,773.2 0 (981.1) (7,542.3) 6,249.8
PS Grant 2,259.0 0 (375.9) 0 1,883.1
LTIP 6
RS Grant 29,192.0 0 (1,640.8) (10,024.7) 17,526.5
PS Grant 3,130.4 0 (502.8) 0 2,627.6
LTIP 7
RS Grant 0 37,633.7 (1,145.4) 0 36,488.3
PS Grant 0 3,734.4 (272.6) 0 3,461.8
Company
LTIP 4
RS Grant 2,659.3 0 (145.9) (2,513.4) 0
PS Grant 944.9 0 (944.9) 0 0
LTIP 5
RS Grant 9,992.4 0 (492.7) (5,329.4) 4,170.3
PS Grant 1,607.4 0 (259.2) 0 1,348.2
LTIP 6
RS Grant 19,895.3 0 (845.6) (7,078.7) 11,971.0
PS Grant 2,321.4 0 (350.3) 0 1,971.1
LTIP 7
RS Grant 0 25,930.5 (771.4) 0 25,159.1
PS Grant 0 2,737.7 (207.3) 0 2,530.4
The movement in the total number of share grants during the financial year is as follows: (continued)
At At
1.1.2020 Granted Transferred* Forfeited Vested 31.12.2020
‘000 ‘000 ‘000 ‘000 ‘000 ‘000
2020
Group
LTIP 3
RS Grant 5,092.4 0 0 (666.3) (4,426.1) 0
PS Grant 1,576.9 0 0 (1,576.9) 0 0
LTIP 4
RS Grant 10,282.4 0 0 (972.6) (5,040.4) 4,269.4
PS Grant 1,634.8 0 0 (250.8) 0 1,384.0
LTIP 5
RS Grant 24,783.1 0 0 (1,723.5) (8,286.4) 14,773.2
PS Grant 2,575.3 0 0 (316.3) 0 2,259.0
LTIP 6
RS Grant 0 29,755.5 0 (563.5) 0 29,192.0
PS Grant 0 3,262.2 0 (131.8) 0 3,130.4
Company
LTIP 3
RS Grant 3,740.0 0 0 (360.3) (3,379.7) 0
PS Grant 1,387.4 0 0 (1,387.4) 0 0
LTIP 4
RS Grant 7,704.9 0 (557.8) (537.9) (3,949.9) 2,659.3
PS Grant 1,450.1 0 (321.9) (183.3) 0 944.9
LTIP 5
RS Grant 19,198.4 0 (1,465.7) (1,133.4) (6,606.9) 9,992.4
PS Grant 2,298.8 0 (433.9) (257.5) 0 1,607.4
LTIP 6
RS Grant 0 23,662.1 (3,357.4) (409.4) 0 19,895.3
PS Grant 0 2,983.4 (548.5) (113.5) 0 2,321.4
The fair value of the share granted is estimated using the Monte Carlo Simulation Model with the following inputs:
Group and Company
LTIP 3 LTIP 4 LTIP 5
RS Grant PS Grant RS Grant PS Grant RS Grant PS Grant
Fair value at grant date RM12.33 - RM11.67^ RM13.96 - RM12.60^ RM11.24 - RM10.20^
RM13.21 RM15.21 RM12.18
Share price at grant date RM13.74 RM13.74 RM15.92 RM15.92 RM12.28 RM12.28
Expected volatility* 16.5% 16.5% 13.3% 13.3% 14.3% 14.3%
Expected dividend yield 3.6% 3.6% 4.4% 4.4% 4.1% 4.1%
Risk-free interest rate** 3.5% 3.6% 3.4% 3.5% 3.4% 3.4%
Grant date 28 March 2017 28 March 2017 18 April 2018 18 April 2018 30 April 2019 30 April 2019
Vesting date 30 April 2020 30 April 2021 30 April 2022
- Tranche 1 30 April 2018 N/A 30 April 2019 N/A 5 June 2020 N/A
- Tranche 2 30 April 2019 N/A 5 June 2020 N/A 27 May 2021 N/A
- Tranche 3 5 June 2020 N/A 27 May 2021 N/A 30 April 2022 N/A
Fair value at grant date RM10.00 - RM9.49^ RM10.08 - RM9.08^ RM8.78 - RM7.90^
RM11.62 RM10.99 RM9.60
Share price at grant date RM11.64 RM11.64 RM11.34 RM11.34 RM9.93 RM9.93
Expected volatility* 19.3% 19.3% 19.5% 19.5% 22.5% 22.5%
Expected dividend yield 8.6% 8.6% 4.5% 4.5% 4.0% 4.0%
Risk-free interest rate** 2.2% 2.4% 1.7% 2.1% 2.1% 2.6%
Grant date 6 July 2020 6 July 2020 27 July 2020 27 July 2020 25 May 2021 25 May 2021
Vesting date 30 April 2022 28 April 2023 25 June 2024
- Tranche 1 13 July 2020 N/A 27 May 2021 N/A 30 April 2022 N/A
- Tranche 2 27 May 2021 N/A 28 April 2022 N/A 28 April 2023 N/A
- Tranche 3 30 April 2022 N/A 28 April 2023 N/A 30 April 2024 N/A
^
Market considerations have been included in the consideration of fair value.
* Expected volatility is based on TNB’s 3-year average daily historical volatility.
** Risk-free interest is based on Malaysian Government Securities yield.
Accounting Policy
Other operating income are the non-core revenue received for sales of goods and services rendered by the Group and the Company. Leasing income
is accrued, unless collectability is in doubt. Dividend income is recognised when the shareholders’ rights to receive payment is established. Interest on
late payments is the 1.0% late payment interest charge imposed if payment of electricity bill is made later than 30 days after the bill date in accordance
with the Licensee Supply Regulations 1990. Accounting policy on gain on disposals of PPE are disclosed in Note 5. All others are recognised upon
completion of the rendering of services or sales of goods not in the ordinary course of the Group’s and of the Company’s business.
Group Company
2021 2020 2021 2020
RM’million RM’million RM’million RM’million
Other income comprises primarily income from sales of scrap and rechargeable works.
Accounting Policy
Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment
in which the entity operates (the ‘functional currency’). The financial statements are presented in Ringgit Malaysia (‘RM’), which is the Company’s
functional and presentation currency.
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions
or valuation where items are remeasured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the
translation at year end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the statement of
profit or loss. However, exchange differences are deferred in OCI when they are attributable to items that form part of the net investment in a
foreign operation.
The results and financial positions of the Group’s entities (none of which has the currency of a hyperinflationary economy) that have functional
currencies which are different from the presentation currency are translated into the presentation currency as follows:
(i) Assets and liabilities for each statement of financial position presented are translated at the closing rate at the date of that statement of
financial position;
(ii) Income and expenses for each statement of profit or loss and OCI are translated at average exchange rates (unless this average is not a
reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses
are translated at the rate on the dates of the transactions); and
(iii) All resulting exchange differences are recognised as a separate component of equity.
Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as assets and liabilities of the foreign operation
and translated at the closing rate. Exchange differences arising on these items are recognised in OCI.
On consolidation, exchange differences arising from the translation of the net investment in foreign operations are taken to shareholders’ equity.
On the disposal of a foreign operation (that is, a disposal of the Group’s entire interest in a foreign operation, or a disposal involving loss of
control over a subsidiary that includes a foreign operation, a disposal involving loss of joint control over a joint venture that includes a foreign
operation, or a disposal involving loss of significant influence over an associate that includes a foreign operation), the cumulative amount
of the exchange differences relating to that foreign operation recognised in OCI, and accumulated in the separate component of equity, are
reclassified from equity to profit or loss, as part of the gain or loss on disposal.
In the case of a partial disposal that does not result in the Group losing control over a subsidiary that includes a foreign operation, the
proportionate share of accumulated exchange differences recognised in OCI are re-attributed to NCI in that foreign operation, and are not
recognised in profit or loss. For all other partial disposals (that is, reductions in the Group’s ownership interest in associates or joint ventures
that do not result in the Group losing significant influence or joint control) the proportionate share of the accumulated exchange difference is
reclassified to profit or loss.
Group Company
2021 2020 2021 2020
RM’million RM’million RM’million RM’million
Accounting Policy
Investment income earned on the temporary investment of specific borrowing pending their expenditure on qualifying assets is deducted from the
borrowing costs eligible for capitalisation.
Finance income is calculated by applying the effective interest method to the gross carrying amount of a financial asset except for financial assets
that subsequently become credit impaired. For credit impaired financial assets the effective interest rate is applied to the net carrying amount of the
financial assets (after deduction of the loss allowances). The accounting policy on fair value changes are as per disclosed in Note 45.
General and specific borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are capitalised
during the period of time that is required to complete and prepare the asset for its intended use. Qualifying assets are assets that necessarily takes
substantial period of time to get ready for their intended use. Other borrowing costs are expensed in the period in which they are incurred.
Accounting policy on finance charges for lease liabilities and government grants are disclosed in Note 15 and Note 28, respectively.
Group Company
2021 2020 2021 2020
RM’million RM’million RM’million RM’million
Accounting Policy
Current tax expense is determined by the expected income taxes payable in respect of the taxable profit for the financial year and is measured
using the applicable tax rates according to the tax laws enacted or substantively enacted at the end of the reporting period in the countries in
which the Company and its subsidiaries operate and generate the taxable profits.
Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulations are subject to
interpretation. Provisions are established where appropriate on the basis of amounts expected to be paid to the tax authorities.
Tax is recognised in the profit or loss except to the extent that it relates to items recognised directly in OCI. In this case, the item is recognised
in OCI, net of tax.
The Group and the Company recognise non-current tax recoverable on an undiscounted basis.
(b) Zakat
The Group and the Company recognise its obligation towards the payment of zakat on business income in the statement of profit or loss. Zakat
payment is an obligation and is accrued based on 2.5% of profit before tax and determined according to the percentage of Muslim shareholding
in the Company.
The taxation and zakat for the Group and the Company comprise:
Group Company
2021 2020 2021 2020
RM’million RM’million RM’million RM’million
Current tax:
- Malaysian corporate income tax 1,011.2 498.8 433.3 310.3
Deferred tax (Note 12) (162.5) 97.4 (102.4) 62.1
Tax expense 848.7 596.2 330.9 372.4
Zakat 24.9 22.8 17.8 22.8
873.6 619.0 348.7 395.2
Deferred tax:
- Origination and reversal of temporary differences (Note 12) (162.5) 97.4 (102.4) 62.1
848.7 596.2 330.9 372.4
The explanation of the relationship between tax expense and profit before taxation and zakat is as follows:
Group Company
2021 2020 2021 2020
RM’million RM’million RM’million RM’million
* The reinvestment allowance incentive was enacted by the Government through the Finance Act 2020.
Group
Defined benefit plan actuarial
gain/(loss) (Note 25) 1,282.4 (293.3) 989.1 (529.3) 127.3 (402.0)
Foreign currency translation differences 384.9 0 384.9 (34.3) 0 (34.3)
Financial assets at FVOCI 5.2 0 5.2 (1.3) 0 (1.3)
Share of OCI of associates accounted for
using the equity method 17.5 0 17.5 (38.7) 0 (38.7)
1,690.0 (293.3) 1,396.7 (603.6) 127.3 (476.3)
Company
Defined benefit plan actuarial
gain/(loss) (Note 25) 1,222.0 (293.3) 928.7 (530.4) 127.3 (403.1)
Financial assets at FVOCI 5.2 0 5.2 (1.3) 0 (1.3)
1,227.2 (293.3) 933.9 (531.7) 127.3 (404.4)
Basic earnings per share is calculated by dividing the profit attributable to owners of the Company for the financial year by the weighted average
number of ordinary shares issued during the financial year.
Group
2021 2020
For the purpose of calculating diluted earnings per share, the profit attributable to owners of the Company for the financial year and the weighted
average number of ordinary shares issued during the financial year has been adjusted for the dilutive effects of all potential ordinary shares such as
the LTIP granted to employees.
Group
2021 2020
40 DIVIDENDS
Interim single tier dividend for the financial year 2021 of 22.0 sen per share on 5,726,091,371 ordinary shares
(2020: interim single tier dividend of 22.0 sen per share on 5,704,653,871 ordinary shares) 1,259.7 1,255.0
Approved final single tier dividend for the financial year 2021 of 18.0 sen per share on 5,726,091,371 ordinary
shares (2020: final single tier dividend of 18.0 sen per share and a special single tier dividend of
40.0 sen per share on 5,704,653,871 ordinary shares) 1,030.7 3,308.7
2,290.4 4,563.7
Interim dividends are paid and accounted for in shareholders’ equity as an appropriation of retained profits in the financial year.
The Directors have approved a final single tier dividend of 18.0 sen per share on 5,726,091,371 ordinary shares in respect of the financial year ended
31 December 2021 amounting to a total of RM1,030.7 million. The dividends will be paid on 15 April 2022.
41 COMMITMENTS
Group Company
2021 2020 2021 2020
RM’million RM’million RM’million RM’million
The Group and the Company lease out its plants and equipment under non-cancellable operating leases. The lessees are required to pay absolute
fixed lease payments during the lease period. Total future minimum lease receivables under non-cancellable operating leases contracted for at the
reporting date but not recognised as receivables, are as follows:
Group Company
2021 2020 2021 2020
RM’million RM’million RM’million RM’million
42 CONTINGENT LIABILITIES
Accounting Policy
The Group and the Company do not recognise contingent assets and liabilities other than those arising from business combinations, but disclose its
existence in the financial statements. A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by
the occurrence or non-occurrence of one or more uncertain future events beyond the control of the Group and of the Company or a present obligation
that is not recognised because it is not probable that an outflow of resources will be required to settle the obligation. A contingent liability also arises
in the extremely rare case where there is a liability that cannot be recognised because it cannot be measured reliably. However, contingent liabilities
do not include financial guarantee contracts. A contingent asset is a possible asset that arises from past events whose existence will be confirmed by
the occurrence or non-occurrence of one or more uncertain future events beyond the control of the Group and of the Company. The Group and the
Company do not recognise contingent assets but disclose its existence where inflows of economic benefits are probable, but not certain.
Determination of the treatment of contingent liabilities is based on the Group’s and the Company’s view of the expected outcome of the contingencies
after consulting legal counsel for litigation cases and internal and external experts to the Group and the Company for matters in the ordinary course
of business.
Group Company
2021 2020 2021 2020
RM’million RM’million RM’million RM’million
All third party claims are being resolved and the Directors are of the opinion that their outcomes will not have a material adverse effect on the financial
positions of both the Group and the Company.
On 7 December 2016, the Company and the IRB entered into a consent judgement before the Kuala Lumpur High Court to substitute the judicial
review proceedings with regard to the notices of additional assessment dated 23 November 2015 (‘Notices’) for the YAs 2013 and 2014 arising from the
disallowance of the Company’s reinvestment allowance claims by filing an appeal to the SCIT.
The consent judgement also provides that the IRB will not commence any proceedings relating to the Notices until this matter is determined by the SCIT
and by the High Court, if there is a subsequent appeal by either party. On 15 December 2016, the Company filed notices of appeal against the Notices
to the SCIT according to Section 99(1) of the Income Tax Act 1967. The appeals have since been registered before the SCIT. Meanwhile, for the notices of
additional assessment issued for the YAs 2015, 2016 and 2017, on 30 December 2020, both TNB and IRB have recorded a consent order. Pursuant to the
consent order, the Court has granted a stay of proceedings against the enforcement of the IRB’s notices of additional assessment and leave to commence
judicial review. The substantive hearing which was initially fixed on 16 March 2022 has been vacated by the High Court. The High Court proceeded to
reschedule the hearing to 21 June 2022.
With regards to the notice of additional assessment for the YA 2018, on 21 January 2021, both TNB and IRB have recorded a consent order. Pursuant to the
consent order, the High Court has granted a stay of proceedings against the enforcement of the IRB’s notice of additional assessment. Subsequently on 13
January 2022, the High Court heard TNB’s judicial review application and on 8 February 2022, the High Court had allowed with cost the Company’s judicial
review application to set aside the IRB’s notice of additional assessment dated 13 July 2020 for the YA 2018. The High Court agreed with the submission of
TNB’s legal counsel that TNB is in the business of manufacturing electricity and as such, TNB is entitled to claim RIA on the capital expenditure which was
incurred in YA 2018 in the course of expanding, modernising and automating TNB’s business. Separately on 8 February 2022, the IRB had filed a notice of
appeal before the Court of Appeal against the decision of the High Court. The Court of Appeal had fixed a case management on 28 March 2022.
The Company has obtained legal advice from its tax solicitors on the merits of the cases mentioned above and on this basis the Directors are of the opinion
that no provision is required in the financial statements for the potential tax liability up to the reporting date.
On 29 October 2021, IRB had disallowed the interest expenses incurred by KEV’s in relation to the Redeemable Unsecured Loan Stock granted to KEV by
TNB and Malakoff Corporation Berhad under Section 33(1)(a) of the Income Tax Act 1967 and KEV’s revision of revenue for the YAs 2004 to 2009 and had
issued notices of assessment YAs 2011, 2012 and 2014 and notices of additional assessment for the YAs 2013, 2015, 2016, 2017 and 2018 amounting in
aggregate to RM595.9 million.
On 16 November 2021, KEV had commenced a judicial review against the Minister of Finance at the High Court to challenge the matters arising from
the said Notices. The High Court fixed the hearing of the application for leave for judicial review on 10 February 2022. Due to the request of the Attorney
General Chamber to vacate the hearing for leave for Judicial Review on 10 February 2022, the High Court proceeded to fix the hearing for leave for Judicial
Review on 27 June 2022. The High Court has granted an extension of the interim stay on the enforcement of the Notices until 27 June 2022.
Based on the legal advice obtained from its tax solicitors, KEV is of the view that it has a good basis in law to contend that the said Notices were incorrectly
raised by the IRB and on this basis the Directors are of the opinion that no provision is required in the financial statements for the potential tax liability up
to the reporting date.
Notwithstanding the two tax litigation matters above, the Company continued to claim the tax incentive for YAs 2020 and 2021 whilst KEV continued to
claim tax deductions for YAs 2019, 2020 and 2021 as permitted by the law.
For the purposes of these financial statements, parties are considered to be related to the Group or the Company if the Group or the Company has the
ability, directly or indirectly, to control the party or exercise significant influence over the party in making financial and operating decisions, or vice versa,
or where the Group or the Company and the party are subject to common control or common significant influence.
Associate companies are those entities in which the Group has significant influence but not control as disclosed in Note 9.
KMP are defined as those persons having authority and responsibility for planning, directing and controlling the activities of the Group and of the
Company either directly or indirectly. The KMP of the Group or of the Company includes Executive Directors and Non-Executive Directors of the
Company and certain members of senior management of the Company.
Whenever exist, related party transactions also include transactions with entities that are controlled, jointly controlled or significantly influenced
directly or indirectly by any KMP or their close family members.
Government-linked corporations are related to the Group and the Company by virtue of the substantial shareholdings of Khazanah Nasional Berhad
(‘KNB’), with 25.4% (2020: 25.7%) equity interest. KNB is a wholly-owned entity of MoF Incorporated which is in turn owned by the Ministry of
Finance. KNB and entities directly controlled by the Government are collectively referred to as government-related entities to the Group and the
Company.
The Government and bodies controlled or jointly controlled by the Government of Malaysia are related parties of the Group and of the Company.
The Group and the Company enter into transactions with many of these bodies, which include but are not limited to purchasing of goods, including
use of public utilities and amenities, and the placing of bank deposits.
All the transactions entered into by the Group and the Company with the government-related entities are conducted in the ordinary course of the
Group’s and of the Company’s businesses on negotiated terms or terms comparable to those with other entities that are not government-related,
except otherwise disclosed elsewhere in the financial statements.
The Group and the Company are principally involved in the provision of electricity as part of their ordinary operations. These services are carried out
generally on commercial terms that are consistently applied to all customers. These transactions have been established on terms and conditions
that are not materially different from those obtainable in transactions with unrelated parties.
Apart from the individually significant transactions and balances as disclosed elsewhere in the financial statements, the Group and the Company
have collectively, but not individually significant transactions with related parties.
In addition to the transactions detailed elsewhere in the financial statements, the Group and the Company had the following significant transactions
with the following related parties based on agreed terms during the financial year:
Associate companies KMP
2021 2020 2021 2020
RM’million RM’million RM’million RM’million
Group
Income:
- Sales of electricity 1.2 1.3 0 0
- Interest income 35.2 9.9 0 0
- Dividend income 66.5 63.7 0 0
- Leasing income 25.6 24.0 0 0
Expenses:
- Purchase of electricity 3,379.4 2,956.6 0 0
- Finance cost on lease liabilities 310.5 364.0 0 0
- Key management compensations:
- Salaries, allowances and bonuses 0 0 22.6 27.9
- Benefits-in-kind 0 0 0.9 3.4
- Defined contribution retirement plan 0 0 2.9 3.6
- Other staff benefits 0 0 0.2 0.4
- LTIP expense 0 0 4.9 8.5
- Leasing expense 0.2 18.9 0 0
In addition to the transactions detailed elsewhere in the financial statements, the Group and the Company had the following significant transactions with
the following related parties based on agreed terms during the financial year: (continued)
Subsidiary companies Associate companies KMP
2021 2020 2021 2020 2021 2020
RM’million RM’million RM’million RM’million RM’million RM’million
Company
Income:
- Sales of electricity 30.1 33.4 1.2 1.3 0 0
- Interest income 269.3 33.5 35.2 9.9 0 0
- Dividend income 2.4 114.9 46.1 57.6 0 0
- Leasing income 19.1 36.3 25.6 24.0 0 0
- Redemption of RPS 0 110.8 0 0 0 0
Expenses:
- Purchase of electricity 14,888.4 11,759.1 3,379.4 2,956.6 0 0
- Training fees 2.3 4.2 0 0 0 0
- Finance cost on lease liabilities 2,863.2 2,546.8 310.5 364.0 0 0
- Key management compensations:
- Salaries, allowances and bonuses 0 0 0 0 22.5 27.9
- Benefits-in-kind 0 0 0 0 0.9 3.4
- Defined contribution retirement plan 0 0 0 0 2.9 3.6
- Other staff benefits 0 0 0 0 0.2 0.4
- LTIP expenses 0 0 0 0 4.9 8.5
- Leasing expenses 0 0 0.2 18.9 0 0
44 SEGMENTAL REPORTING
Segmental reporting is not presented as the Group is principally engaged in the generation, transmission, distribution and sales of electricity and the
provision of other related services, which are substantially within a single business segment and this is consistent with the current practice of internal
reporting. The Group operates primarily in Malaysia.
45 FINANCIAL INSTRUMENTS
Accounting Policy
Financial instruments comprise financial assets and financial liabilities. The financial assets and liabilities are offset and presented as net amounts in
the statement of financial position. Financial guarantees are part of the financial liabilities and recognised at fair value.
Financial assets
(a) Classification
The Group and the Company classify its financial assets in the following categories: at amortised cost (‘AC’), at FVOCI or FVTPL. The classification
depends on the entity’s business model for managing the financial assets and the contractual terms of the cash flows.
The Group and the Company reclassify debt instruments when and only when its business model for managing those assets changes.
Regular purchases and sales of financial assets are recognised on the trade-date, the date on which the Group and the Company commit to
purchase or sell the assets. Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have
been transferred and the Group and the Company have transferred substantially all the risks and rewards of ownership.
(c) Measurement
At initial recognition, the Group and the Company measure a financial asset at its fair value plus, in the case of a financial asset not at
FVTPL, transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried
at FVTPL are expensed in the statement of profit or loss.
Financial assets with embedded derivatives are considered in their entirety when determining whether their cash flows are solely payment
of principal and interest.
• Debt instruments
Subsequent measurement of debt instruments depends on the Group’s and the Company’s business model for managing the asset
and the cash flow characteristics of the asset. There are three measurement categories into which the Group and the Company
classify its debt instruments:
- AC: Interest income from financial assets at AC is included in finance income using the effective interest rate method. Any gain
or loss arising on derecognition is recognised directly in profit or loss. Impairment losses are presented as a separate line item
in the statement of profit or loss.
- FVOCI: Movements in the carrying amount of debt instruments classified under FVOCI are taken through OCI. Upon
derecognition of the assets, the cumulative gain or loss previously recognised in OCI is reclassified to the statement of profit or
loss. The interest income from these financial assets is included in the finance income using the effective interest rate method.
The foreign exchange gains and losses and impairment expenses are presented as a separate line item in the statement of
profit or loss.
- FVTPL: Financial assets that do not meet the criteria for AC or FVOCI are measured at FVTPL. A gain or loss on debt instruments
which are measured at FVTPL are recognised in the profit or loss.
• Equity instruments
The Group and the Company have elected to present fair value gains and losses on equity instruments in OCI. The fair value gains
and losses of these instruments will not be reclassified subsequently to the profit or loss. Dividends from such investments are
recognised in the statement of profit or loss as other income. Impairment losses (and reversal of impairment losses) on equity
instruments measured at FVOCI are also reported as other changes in fair value.
(d) Impairment
The Group and the Company assess on a forward looking basis the expected credit losses associated with its debt instruments carried at AC and
FVOCI. The impairment methodology applied depends on whether there has been a significant increase in credit risk.
The Group and the Company have the following financial instruments that are subject to the ECL model:
(i) Trade receivables
(ii) Trade contract assets
(iii) Non trade receivables:
• intercompany balances
• amounts due from associates/joint ventures
• rechargeable job orders (‘RJO’) debtors
• sundry deposits for rental spaces
• rental receivables
• staff loans/advances
• investment in unquoted debt securities
(iv) Financial guarantee contracts issued
While cash and cash equivalents are also subject to the impairment requirements of MFRS 9, the identified impairment loss was immaterial.
ECL represents a probability-weighted estimate of the difference between the present value of the cash flows according to the contract and
present value of the cash flows the Group and the Company are expected to receive, over the remaining life of the financial instruments. For
financial guarantee contracts, the ECL is the difference between the expected payments to be reimbursed to the holder of the guaranteed debt
instrument less any amounts that the Company expects to receive from the holder, the debtor or any other party.
For trade receivables, trade contract assets and lease receivables, the Group and the Company apply the MFRS 9 simplified approach, which
requires expected lifetime losses to be recognised from initial recognition of the receivables, except for those which are in default or credit
impaired are assessed individually.
For non trade receivables, at each reporting date the Group and the Company measure ECL through a loss allowance at an amount equal to 12
months ECL if credit risk on a financial instrument or a group of financial instruments has not increased significantly since initial recognition.
The Group and the Company use the three-stage approach for non trade receivables which reflect their credit risks and how the loss allowances
are determined for each of those stages. Summary of the assumptions underpinning the Group’s and the Company’s ECL model for non trade
receivables are as follows:
Types of non trade Stage 1 Stage 2 Stage 3
receivables Low credit risk Significant increase in credit Credit impaired
(12 months ECL Model) risk (Lifetime ECL Model) (Lifetime ECL Model)
• Intercompany balances Positive operating cash flows/ Negative operating cash flows Dormant/History of default
Net assets (Total Assets - Total and net liabilities (Total Assets
Liabilities) /Subsidiaries with - Total Liabilities)/ without
assets under construction defaulting on loan
having guaranteed long term repayments
revenue contract and agents
• Amounts due from Positive operating cash flows/ Negative operating cash History of default and currently
associates/joint ventures/ Net assets (Total Assets - Total flows and net liabilities defaulted
investment in unquoted Liabilities) (Total Assets - Total Liabilities)/
debt securities No current default
• Sundry deposits for rental Active contracts Inactive contracts and amounts Inactive contracts and amounts
spaces outstanding less or equal outstanding more than 12
to 12 months months
• Rental receivables Active contracts and amounts Active contracts and amounts Inactive contracts
(net deposits) outstanding less or equal to 3 outstanding more than 3
months months
When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECL,
the Group and the Company consider reasonable and supportable information that is relevant and available without undue cost or effort.
This includes both quantitative and qualitative information and analysis, based on the Group’s and the Company’s historical experience and
informed credit assessment including forward looking information, where available.
The gross carrying amount of a financial asset is written off (either partially or fully) to the extent that there is no realistic prospect of recovery.
This is generally the case when either the Group or Company determines that the debtor does not have assets or sources of income that could
generate sufficient cash flows to repay the amounts subjected to the write off. However, financial assets that are written off could still be subject
to enforcement activities in order to comply with the Group’s and the Company’s procedures for recovery of amounts due.
Financial liabilities
The Group and the Company classify its financial liabilities in the following categories: at AC or at FVTPL.
Financial assets and liabilities are offset and the net amounts are presented in the statement of financial position (‘SOFP’) when there is a legally
enforceable right to offset the recognised amounts and there is an intention to settle on a net basis, or realise the asset and settle the liability
simultaneously. The legally enforceable right must not be contingent on future events and must be enforceable in the normal course of business and
in the event of default, insolvency or bankruptcy.
Financial guarantee contracts are contracts that require the Group or the Company to make specified payments to reimburse the holder for a loss it
incurs because a specified debtor fails to make payments when due, in accordance with the terms of a debt instrument.
Financial guarantee contracts are recognised as a financial liability at the time the guarantee is issued. The liability is initially measured at fair value
and subsequently at the higher of;
(i) The amount determined in accordance with the ECL model; and
(ii) The amount initially recognised less, where appropriate, the cumulative amount of income recognised in accordance with the principles of
MFRS 15.
The fair value of financial guarantees is determined as the present value of the difference in net cash flows between the contractual payments under
the debt instrument and the payments that would be required without the guarantee, or the estimated amount that would be payable to a third party
for assuming the obligations.
Where guarantees in relation to loans or other payables of associates are provided for no compensation, the fair values are accounted for as
contributions and recognised as part of the cost of the investment.
Carrying
amount AC FVTPL FVOCI
RM’million RM’million RM’million RM’million
Financial assets
2021
Group
Investment in unquoted debt securities 300.1 300.1 0 0
Long term receivables 65.1 65.1 0 0
Finance lease receivables 10.0 10.0 0 0
Derivative financial instruments 1.2 0 1.2 0
Financial assets at FVOCI 62.8 0 0 62.8
Trade receivables 3,963.7 3,963.7 0 0
Non trade receivables 6,788.1 6,788.1 0 0
Amounts due from joint ventures 43.5 43.5 0 0
Amounts due from associates 342.7 342.7 0 0
Financial assets at FVTPL 2,522.3 0 2,522.3 0
Deposits, bank and cash balances 6,706.1 6,706.1 0 0
20,805.6 18,219.3 2,523.5 62.8
Company
Investment in unquoted debt securities 300.1 300.1 0 0
Long term receivables 41.6 41.6 0 0
Financial assets at FVOCI 62.1 0 0 62.1
Trade receivables 2,872.7 2,872.7 0 0
Non trade receivables 5,591.5 5,591.5 0 0
Amounts due from subsidiaries 8,001.0 8,001.0 0 0
Amounts due from associates 10.5 10.5 0 0
Financial assets at FVTPL 700.7 0 700.7 0
Deposits, bank and cash balances 3,346.1 3,346.1 0 0
20,926.3 20,163.5 700.7 62.1
Financial assets
2020
Group
Investment in unquoted debt securities 265.8 265.8 0 0
Long term receivables 72.7 72.7 0 0
Finance lease receivables 11.2 11.2 0 0
Financial assets at FVOCI 57.6 0 0 57.6
Trade receivables 3,311.2 3,311.2 0 0
Non trade receivables 908.2 908.2 0 0
Amounts due from joint ventures 19.4 19.4 0 0
Amounts due from associates 183.5 183.5 0 0
Financial assets at FVTPL 7,114.4 0 7,114.4 0
Deposits, bank and cash balances 6,441.5 6,441.5 0 0
18,385.5 11,213.5 7,114.4 57.6
Company
Investment in unquoted debt securities 265.8 265.8 0 0
Long term receivables 51.7 51.7 0 0
Financial assets at FVOCI 56.9 0 0 56.9
Trade receivables 2,552.3 2,552.3 0 0
Non trade receivables 178.1 178.1 0 0
Amounts due from subsidiaries 13,771.7 13,771.7 0 0
Amounts due from associates 3.4 3.4 0 0
Financial assets at FVTPL 5,326.6 0 5,326.6 0
Deposits, bank and cash balances 2,395.0 2,395.0 0 0
24,601.5 19,218.0 5,326.6 56.9
Financial liabilities
2021
Group
Payables 7,001.5 7,001.5 0
Financial guarantee contracts 291.1 291.1 0
Lease liabilities 29,241.9 29,241.9 0
Amounts due to associates 183.8 183.8 0
Borrowings 51,678.2 51,678.2 0
Derivative financial instruments 39.1 0 39.1
Other liabilities 953.1 953.1 0
89,388.7 89,349.6 39.1
Company
Payables 3,381.4 3,381.4 0
Financial guarantee contracts 293.4 293.4 0
Lease liabilities 71,190.5 71,190.5 0
Amounts due to subsidiaries 4,136.3 4,136.3 0
Amounts due to associates 173.7 173.7 0
Borrowings 25,036.3 25,036.3 0
Derivative financial instruments 0.4 0 0.4
Other liabilities 681.0 681.0 0
104,893.0 104,892.6 0.4
Financial liabilities
2020
Group
Payables 6,524.3 6,524.3 0
Financial guarantee contracts 282.9 282.9 0
Lease liabilities 28,728.8 28,728.8 0
Amounts due to associates 237.8 237.8 0
Borrowings 49,452.6 49,452.6 0
Derivative financial instruments 177.0 0 177.0
Other liabilities 883.1 883.1 0
86,286.5 86,109.5 177.0
Company
Payables 3,896.3 3,896.3 0
Financial guarantee contracts 285.2 285.2 0
Lease liabilities 65,519.1 65,519.1 0
Amounts due to subsidiaries 1,411.9 1,411.9 0
Amounts due to associates 228.1 228.1 0
Borrowings 22,091.3 22,091.3 0
Derivative financial instruments 1.3 0 1.3
Other liabilities 603.5 603.5 0
94,036.7 94,035.4 1.3
The Group and the Company have exposures to the following risks embedded in its financial instruments:
• Credit risk;
• Liquidity risk; and
• Market risk.
Credit risk
Credit risk is the risk of a financial loss to the Group and the Company if a customer or counterparty to a financial instrument fails to meet its
contractual obligations. The Group’s and the Company’s exposures to credit risk arise principally from its receivables from customers, investment in
unquoted debt securities, deposits, bank and cash balances and derivative financial instruments. In addition, the Company’s exposure to credit risk
arises principally from loans and advances to subsidiaries and financial guarantees given to banks in respect of banking facilities granted to certain
subsidiaries and an associate.
Intercompany balances
- recognised in profit or loss 0 0 (343.5) (290.0)
- reversed 0 0 751.3 299.1
Risk management objectives, policies and processes for managing the risk
The Group and the Company have a credit policy in place and the exposures to credit risk are monitored on an ongoing basis. Normally,
financial guarantees given by banks, shareholders or directors of customers are obtained, and credit evaluations are performed on customers
requiring credit over a certain amount.
The Group’s and the Company’s credit policy provide trade receivables with a 30 to 90 days (2020: 30 to 90 days) credit period. The Group and
the Company have no major significant concentration of credit risk due to their diverse customer base. An impairment has been made for
estimated unrecoverable amounts, determined by reference to past default experience of individual debtors and collection portfolios.
The total trade receivables and trade contract assets and the impairment provided are as follows:
Group Company
2021 2020 2021 2020
RM’million RM’million RM’million RM’million
The Group and the Company have other financial assets which are lease receivables, investment in unquoted debt securities and others.
Given the varied nature of the Group’s and of the Company’s customer base, the following analysis of trade receivables by type of customer is
considered the most appropriate disclosure of credit concentration.
Group Company
2021 2020 2021 2020
RM’million RM’million RM’million RM’million
Impairment losses
The loss allowance for the trade receivables and the trade contract assets are as follows:
Individual Expected Collective
Gross impairment loss rate impairment Net
RM’million RM’million % RM’million RM’million
2021
Group
Not past due 1,541.1 (34.6) 0.9 (12.9) 1,493.6
Past due 0-30 days 459.0 (2.4) 5.2 (23.7) 432.9
Past due 31-120 days 950.6 (53.5) 13.4 (119.9) 777.2
Past due 121-240 days 729.6 (93.8) 38.8 (246.6) 389.2
Past due 241-365 days 461.7 (82.0) 52.8 (200.6) 179.1
Past due more than 365 days 2,675.0 (1,388.3) 46.2 (595.0) 691.7
Trade receivables 6,817.0 (1,654.6) (1,198.7) 3,963.7
Trade contract assets 3,388.5 (11.7) 1.7 (58.6) 3,318.2
Company
Not past due 1,232.4 (34.3) 0.7 (8.7) 1,189.4
Past due 0-30 days 344.4 (2.2) 6.1 (20.9) 321.3
Past due 31-120 days 774.9 (53.4) 14.1 (101.6) 619.9
Past due 121-240 days 606.9 (93.8) 43.4 (222.5) 290.6
Past due 241-365 days 382.3 (81.9) 59.8 (179.6) 120.8
Past due more than 365 days 2,229.9 (1,382.4) 61.0 (516.8) 330.7
Trade receivables 5,570.8 (1,648.0) (1,050.1) 2,872.7
Trade contract assets 3,046.0 (11.7) 1.7 (52.3) 2,982.0
The loss allowance for the trade receivables and the trade contract assets are as follows: (continued)
Individual Expected Collective
Gross impairment loss rate impairment Net
RM’million RM’million % RM’million RM’million
2020
Group
Not past due 1,396.2 (44.3) 0.7 (9.0) 1,342.9
Past due 0-30 days 385.9 (6.9) 0.9 (3.5) 375.5
Past due 31-120 days 888.7 (113.7) 4.4 (34.3) 740.7
Past due 121-240 days 564.9 (96.4) 9.8 (45.9) 422.6
Past due 241-365 days 355.1 (76.5) 62.8 (174.9) 103.7
Past due more than 365 days 1,859.9 (1,099.5) 57.2 (434.6) 325.8
Trade receivables 5,450.7 (1,437.3) (702.2) 3,311.2
Trade contract assets 3,241.6 (9.0) 1.1 (34.8) 3,197.8
Company
Not past due 1,146.4 (44.1) 0.6 (6.4) 1,095.9
Past due 0-30 days 289.6 (6.7) 1.0 (2.8) 280.1
Past due 31-120 days 743.9 (113.5) 3.0 (19.1) 611.3
Past due 121-240 days 483.5 (96.3) 8.6 (33.3) 353.9
Past due 241-365 days 303.2 (76.4) 67.4 (152.9) 73.9
Past due more than 365 days 1,596.9 (1,093.4) 72.8 (366.3) 137.2
Trade receivables 4,563.5 (1,430.4) (580.8) 2,552.3
Trade contract assets 3,121.2 (9.0) 0.9 (27.7) 3,084.5
The Group and the Company apply MFRS 9 simplified approach to measure expected credit losses which uses a lifetime expected loss
allowance for all trade receivables and trade contract assets.
For certain large customers with high risk of default, the Group and the Company assessed the risk of loss for each customer individually based
on their financial information, past trend of payments and external credit ratings, where applicable.
To measure the expected credit losses, trade receivables and trade contract assets have been grouped based on shared credit risk characteristics
and the days past due. The trade contract assets that relate to unbilled customers have substantial same risk characteristics as the trade
receivables for the same types of contracts. The Group and the Company have therefore concluded that the expected loss rates for trade
receivables are a reasonable approximation of the loss rates of the trade contract assets.
The expected loss rates are based on the payment profiles of sales over a period of 2 to 10 years and the corresponding historical credit losses
experienced within this period. The historical loss rates are adjusted to reflect current and forward looking information on macroeconomic
factors affecting the ability of the customers to settle the receivables. The Group and the Company have identified growth rates of real Gross
Domestic Product (‘GDP’) of Malaysia to be the most relevant factor, and accordingly, adjusts the historical loss rates based on the expected
changes in this factor. As at 31 December 2021, for non-government customers, a combination of growth rates of real GDP and inflation rates
were identified as the most relevant factors.
During the current financial year, as a result of a prolonged COVID-19 impact, the Group and the Company have considered matters such as
lower collection of outstanding debts, suspension of disconnection activities, introduction of Instalment Plan Package which are limited to
certain category of customers, and some other relief packages introduced by the Government in assessing the ECL.
On that basis, the loss allowance was determined for both trade receivables and trade contract assets as reflected in the tables above.
The opening loss allowances for trade receivables and trade contract assets reconciled to the closing loss allowances are as follows:
Trade receivables
Group Company
2021 2020 2021 2020
RM’million RM’million RM’million RM’million
Group Company
2021 2020 2021 2020
RM’million RM’million RM’million RM’million
Trade receivables are secured by deposits in the form of cash and bank guarantees. ECL is not provided on receivable balances fully secured
by deposits. The deposit amounts are reviewed on an individual basis periodically.
Individual receivables which were known to be uncollectible were written off by reducing the carrying amount directly.
Impairment losses on trade receivables and trade contract assets are presented as net impairment losses within operating profit. Subsequent
recoveries of amounts previously written off are credited against the same line item.
(ii) Investment in unquoted debt securities, deposits, bank and cash balances, derivative financial instruments and financial assets at FVTPL
Risk management objectives, policies and processes for managing the risk
Investments, deposits, bank and cash balances, derivative financial instruments and financial assets measured at FVTPL are liquid securities
and mainly with reputable financial institutions.
Investment in unquoted debt securities are investment in an associate’s financial instruments. The credit risk of this associate is monitored on
a quarterly basis and the loss allowances are provided for accordingly.
The maximum exposure to credit risk is represented by the carrying amounts in the SOFP.
In view of the sound credit rating of counterparties, the Group and the Company do not expect any counterparty to fail to meet its obligations.
The Group and the Company do not have overdue investments that have not been impaired.
The investments, deposits, cash and bank balances and derivative financial instruments are unsecured.
Bank and cash balances are held with banks and financial institutions which have lower credit risks. In addition, some of the bank balances
are insured by Government agencies. Consequently, the Group and the Company are of the view that the loss allowance is not material and
hence, it is not provided for.
The total investment in unquoted debt securities and the impairment provided are as follows:
Group Company
2021 2020 2021 2020
RM’million RM’million RM’million RM’million
(ii) Investment in unquoted debt securities, deposits, bank and cash balances, derivative financial instruments and financial assets at FVTPL
(continued)
Impairment losses
The impairment for the remaining investment in unquoted debt securities, deposits, bank and cash balances, derivative financial instruments
and financial assets at FVTPL during the financial year and previous financial year was insignificant.
The loss allowances for investment in unquoted debt securities for the Group and the Company using the general 3-stage approach reconciled
to the opening loss allowances for that provision are as follows:
Stage 1 Stage 2 Stage 3 Total
RM’million RM’million RM’million RM’million
2021
As at the beginning of the financial year (37.6) 0 0 (37.6)
Impairment loss recognised (102.1) 0 0 (102.1)
Impairment loss reversed 112.3 0 0 112.3
As at the end of the financial year (27.4) 0 0 (27.4)
2020
As at the beginning of the financial year 0 0 0 0
Impairment loss recognised (37.6) 0 0 (37.6)
As at the end of the financial year (37.6) 0 0 (37.6)
The impact on the carrying value of the investment in unquoted debt securities presented by the stages are as follows:
Stage 1 Stage 2 Stage 3 Total
RM’million RM’million RM’million RM’million
2021
Gross carrying amount 327.5 0 0 327.5
Less: Loss allowances (27.4) 0 0 (27.4)
Net carrying amount 300.1 0 0 300.1
2020
Gross carrying amount 303.4 0 0 303.4
Less: Loss allowances (37.6) 0 0 (37.6)
Net carrying amount 265.8 0 0 265.8
• Intercompany balances
Risk management objectives, policies and processes for managing the risk
The Company provides unsecured loans and advances to subsidiaries. The Company monitors the results of the subsidiaries regularly.
At the end of the financial year, the maximum exposure to credit risk is represented by their carrying amounts in the SOFP.
The total amounts due from subsidiaries and impairment provided are as follows:
Company
2021 2020
RM’million RM’million
Impairment losses
Generally, the Company considers loans and advances to subsidiaries having low credit risk. The Company assumes that there is a
significant increase in credit risk when a subsidiary’s financial position deteriorates significantly based on stages determined in the
accounting policy part (d) of this note. As the Company is able to determine the timing of payments of the subsidiaries’ balances
when they are payable, the Company considers the amount payable to be in default when the subsidiaries are not able to pay when
demanded. The Company considers a subsidiary’s balances to be impaired when the subsidiary is:
- unlikely to repay its payables to the Company in full;
- having negative operating cash flows and is in net tangible liabilities position; or
- a dormant entity or has a history of default.
At the end of the financial year, there was no indication that the amounts due from the subsidiaries are not recoverable other than those
which have already been impaired. The Company does not specifically monitor the ageing of advances to the subsidiaries.
During the financial year, there has been reversal of loss allowances due to repayments received and conversion of intercompany
receivables as equity. It is also inclusive of write-off of intercompany receivables due to disposal and liquidations.
The loss allowances for intercompany balances using the general 3-stage approach reconciled to the opening loss allowances for that
provision are as follows:
Stage 1 Stage 2 Stage 3 Total
RM’million RM’million RM’million RM’million
2021
As at the beginning of the financial year (308.2) (413.6) (920.6) (1,642.4)
Impairment loss recognised (248.3) (0.3) (94.9) (343.5)
Impairment loss reversed 69.1 16.3 665.9 751.3
Impairment loss written off 15.5 269.4 231.1 516.0
As at the end of the financial year (471.9) (128.2) (118.5) (718.6)
2020
As at the beginning of the financial year (261.1) (1,151.5) (1,281.6) (2,694.2)
Impairment loss recognised (155.4) (63.0) (71.6) (290.0)
Impairment loss reversed 19.9 0.5 278.7 299.1
Impairment loss transferred 88.4 800.4 153.9 1,042.7
As at the end of the financial year (308.2) (413.6) (920.6) (1,642.4)
The impact on the carrying value of the intercompany balances presented by the stages are as follows:
Stage 1 Stage 2 Stage 3 Total
RM’million RM’million RM’million RM’million
2021
Gross carrying amount 8,469.1 132.0 118.5 8,719.6
Less: Loss allowances (471.9) (128.2) (118.5) (718.6)
Net carrying amount 7,997.2 3.8 0 8,001.0
2020
Gross carrying amount 13,841.4 652.1 920.6 15,414.1
Less: Loss allowances (308.2) (413.6) (920.6) (1,642.4)
Net carrying amount 13,533.2 238.5 0 13,771.7
• Other non trade receivables, amounts due from associates and joint ventures
Risk management objectives, policies and processes for managing the risk
Credit risk on other non trade receivables are mainly arising from RJO debtors which are receivables from specific works requested by
customers.
Credit risk also arises from sundry deposits for rental of office spaces from third parties and rental receivables. The Company manages
the credit risk together with the specific leasing arrangements.
Staff advances and staff loans have low credit risk as these are mostly provided to existing staff. These balances are managed on a
monthly basis.
Amounts due from associates and joint ventures are mostly due to transactions within the Group and have a low credit risk. These
balances are managed on a monthly basis.
At the end of the financial year, the maximum exposure to credit risk is represented by their carrying amounts in the statement of
financial position.
The Company receives down payments, LOUs or indents for RJO debtors where works are requested by customers.
The Company receives deposits from third parties for rental of office spaces. For staff loans and staff advances, any repayment is done
through monthly payroll deductions.
In cases of RJO debtors arising from accidental damages to the Company’s assets whereby the third party is identifiable, these amounts
are fully impaired as there is very low prospect of recovery.
• Other non trade receivables, amounts due from associates and joint ventures (continued)
The total other non trade receivables, amounts due from associates and amounts due from joint ventures and impairments provided are
as follows:
Group Company
2021 2020 2021 2020
RM’million RM’million RM’million RM’million
Impairment losses
Generally, the Group and the Company consider other non trade receivables as having low credit risk. The Group and the Company
assumes that there is a significant increase in credit risk when there is a history of default in payments.
The loss allowances for other non trade receivables using the general 3-stage approach reconciled to the opening loss allowances for
that provision are as follows:
Stage 1 Stage 2 Stage 3 Total
RM’million RM’million RM’million RM’million
Group
2021
As at the beginning of the financial year (26.4) (1.1) (180.3) (207.8)
Impairment loss recognised (5.4) (0.2) (36.6) (42.2)
Impairment loss reversed 0.8 0 5.8 6.6
Impairment loss write back 0 0 (0.2) (0.2)
As at the end of the financial year (31.0) (1.3) (211.3) (243.6)
2020
As at the beginning of the financial year (19.3) (0.8) (132.3) (152.4)
Impairment loss recognised (6.0) (0.2) (41.1) (47.3)
Impairment loss reversed 3.0 0.1 20.8 23.9
Impairment loss write back (4.1) (0.2) (27.7) (32.0)
As at the end of the financial year (26.4) (1.1) (180.3) (207.8)
• Other non trade receivables, amounts due from associates and joint ventures (continued)
The loss allowances for other non trade receivables using the general 3-stage approach reconciled to the opening loss allowances for
that provision are as follows: (continued)
Stage 1 Stage 2 Stage 3 Total
RM’million RM’million RM’million RM’million
Company
2021
As at the beginning of the financial year (10.0) (0.6) (120.4) (131.0)
Impairment loss recognised 0.7 0.2 (40.9) (40.0)
Impairment loss reversed 2.4 0 0 2.4
Impairment loss written off 0 0 0.1 0.1
As at the end of the financial year (6.9) (0.4) (161.2) (168.5)
2020
As at the beginning of the financial year (17.6) (0.4) (104.6) (122.6)
Impairment loss recognised (1.1) (0.2) (15.8) (17.1)
Impairment loss reversed 8.7 0 0 8.7
As at the end of the financial year (10.0) (0.6) (120.4) (131.0)
• Other non trade receivables, amounts due from associates and joint ventures (continued)
The loss allowances for amounts due from associates using the general 3-stage approach reconciled to the opening loss allowances for
that provision are as follows:
Stage 1 Stage 2 Stage 3 Total
RM’million RM’million RM’million RM’million
Group
2021
As at the beginning of the financial year (7.3) 0 0 (7.3)
Impairment loss recognised (0.2) 0 0 (0.2)
Impairment loss reversed 0.2 0 0 0.2
As at the end of the financial year (7.3) 0 0 (7.3)
2020
As at the beginning of the financial year (7.1) 0 0 (7.1)
Impairment loss recognised (0.2) 0 0 (0.2)
As at the end of the financial year (7.3) 0 0 (7.3)
Company
2021
As at the beginning of the financial year (0.2) 0 0 (0.2)
Impairment loss recognised (0.1) 0 0 (0.1)
Impairment loss reversed 0.2 0 0 0.2
As at the end of the financial year (0.1) 0 0 (0.1)
2020
As at the beginning of the financial year 0 0 0 0
Impairment loss recognised (0.2) 0 0 (0.2)
As at the end of the financial year (0.2) 0 0 (0.2)
• Other non trade receivables, amounts due from associates and joint ventures (continued)
The loss allowances for amounts due from joint ventures using the general 3-stage approach reconciled to the opening loss allowances
for that provision are as follows:
Stage 1 Stage 2 Stage 3 Total
RM’million RM’million RM’million RM’million
Group
2021
As at the beginning of the financial year (24.8) 0 0 (24.8)
Impairment loss reversed 2.6 0 0 2.6
As at the end of the financial year (22.2) 0 0 (22.2)
2020
As at the beginning of the financial year 0 0 0 0
Impairment loss recognised (28.4) 0 0 (28.4)
Impairment loss reversed 3.6 0 0 3.6
As at the end of the financial year (24.8) 0 0 (24.8)
• Other non trade receivables, amounts due from associates and joint ventures (continued)
The impact on the carrying value of other non trade receivables presented by the stages are as follows:
Stage 1 Stage 2 Stage 3 Total
RM’million RM’million RM’million RM’million
Group
2021
Gross carrying amount 5,564.3 393.4 1,139.1 7,096.8
Less: Loss allowances (31.0) (1.3) (211.3) (243.6)
Net carrying amount 5,533.3 392.1 927.8 6,853.2
2020
Gross carrying amount 932.0 65.9 190.8 1,188.7
Less: Loss allowances (26.4) (1.1) (180.3) (207.8)
Net carrying amount 905.6 64.8 10.5 980.9
Company
2021
Gross carrying amount 5,542.1 93.5 165.2 5,800.8
Less: Loss allowances (6.9) (0.4) (161.2) (168.5)
Net carrying amount 5,535.2 93.1 4.0 5,632.3
2020
Gross carrying amount 196.3 39.2 125.3 360.8
Less: Loss allowances (10.0) (0.6) (120.4) (131.0)
Net carrying amount 186.3 38.6 4.9 229.8
• Other non trade receivables, amounts due from associates and joint ventures (continued)
The impact on the carrying value of amounts due from associates presented by the stages are as follows:
Stage 1 Stage 2 Stage 3 Total
RM’million RM’million RM’million RM’million
Group
2021
Gross carrying amount 350.0 0 0 350.0
Less: Loss allowances (7.3) 0 0 (7.3)
Net carrying amount 342.7 0 0 342.7
2020
Gross carrying amount 190.8 0 0 190.8
Less: Loss allowances (7.3) 0 0 (7.3)
Net carrying amount 183.5 0 0 183.5
Company
2021
Gross carrying amount 10.6 0 0 10.6
Less: Loss allowances (0.1) 0 0 (0.1)
Net carrying amount 10.5 0 0 10.5
2020
Gross carrying amount 3.6 0 0 3.6
Less: Loss allowances (0.2) 0 0 (0.2)
Net carrying amount 3.4 0 0 3.4
• Other non trade receivables, amounts due from associates and joint ventures (continued)
The impact on the carrying value of amounts due from joint ventures presented by the stages are as follows:
Stage 1 Stage 2 Stage 3 Total
RM’million RM’million RM’million RM’million
Group
2021
Gross carrying amount 65.7 0 0 65.7
Less: Loss allowances (22.2) 0 0 (22.2)
Net carrying amount 43.5 0 0 43.5
2020
Gross carrying amount 44.2 0 0 44.2
Less: Loss allowances (24.8) 0 0 (24.8)
Net carrying amount 19.4 0 0 19.4
Risk management objectives, policies and processes for managing the risk
The Company provides financial guarantees to banks in respect of banking facilities granted to certain subsidiaries and an associate. The
Company monitors the ability of the subsidiaries and the associate to service their loans on an individual basis annually.
The maximum exposure to the Group and the Company amounts to RM291.1 million (2020: RM282.9 million) and RM8,799.2 million (2020:
RM2,663.5 million) respectively, representing banking facilities utilised by the subsidiaries and an associate as at the end of the financial year.
The financial guarantees are provided as credit enhancements to the subsidiaries’ and associate’s secured loans.
The total financial guarantees and loss allowances provided are as follows:
Group Company
2021 2020 2021 2020
RM’million RM’million RM’million RM’million
Impairment losses
The Company assumes that there is a significant increase in credit risk when a subsidiary or associate has indication of defaulting on its
banking facilities. The Company considers a financial guarantee to be credit impaired when the subsidiary or associate is unlikely to repay its
credit obligation to the bank in full.
The Company determines the probability of default of the guaranteed loans individually using internal information available.
Loss allowance has been recognised mainly arising from the financial guarantee provided by the Group in 2016 to support the loan facility
offered to İç Anadolu Doğalgaz Elektrik Üretim ve Ticaret A.Ş. (‘ICAN’), a subsidiary of Gama Enerji. The ECL is determined based on an internal
assessment of Gama Enerji’s debt servicing ability taking into account of the current adverse macroeconomic conditions in Turkey. The
impairment loss for financial guarantees for the Group and the Company are in Stage 3.
The movement in the loss allowances of financial guarantees during the financial year was:
Group Company
2021 2020 2021 2020
RM’million RM’million RM’million RM’million
Liquidity risk
Liquidity risk is the risk that the Group and the Company will not be able to meet its financial obligations as they fall due. The Group’s and the
Company’s exposures to liquidity risk arise principally from its various payables, loans and borrowings. The Group and the Company monitor rolling
forecasts of the Group’s and of the Company’s liquidity requirements.
As of 31 December 2021, the Group’s and the Company’s current liabilities exceeded their current assets by RM194.3 million (2020: RM998.8 million)
and RM6,950.5 million (2020: RM6,151.9 million) respectively.
As the Group’s net current liabilities position is mainly contributed by the Company, cash flow forecast has been prepared for the next 12 months
for the Company taking into account the expected revenue growth rates, customer collection trends, low rate of termination of electricity account
that would crystallise the entire consumer deposit of RM6,685.1 million and one-off transactions expected within the next 12 months. Based on the
cash flow forecast, the Company is able to generate sufficient internal cash flows from operations for the next 12 months from the reporting date to
meet operational and financing needs as and when they fall due.
In addition, as at 31 December 2021, the Group and the Company have undrawn borrowing facilities amounting to RM10,389.0 million (2020:
RM16,902.0 million) and RM9,911.0 million (2020: RM15,612.0 million) respectively to support any cash shortfall while maintaining sufficient
headroom on its undrawn borrowing facilities at all times to ensure the Group and the Company have the financial flexibility.
Surplus cash of the Group and of the Company is invested in profit bearing current accounts, money market deposits and other instruments with
appropriate maturities and sufficient liquidity level to provide sufficient headroom as determined by the cash flow forecasts and to enable the
Group and the Company to discharge liabilities in the normal course of business.
The table below summarises the maturity profiles of the Group’s and of the Company’s financial liabilities as at the end of the financial year based
on the undiscounted contractual payments:
Carrying Contractual Below 1 More than 5
amount cash flows year 1-2 years 3-5 years years
RM’million RM’million RM’million RM’million RM’million RM’million
2021
Group
Non-derivative financial liabilities
Payables 7,001.5 7,001.5 7,001.5 0 0 0
Lease liabilities* 29,241.9 40,432.2 4,550.0 3,674.5 9,587.9 22,619.8
Amounts due to associates 183.8 183.8 183.8 0 0 0
Borrowings* 51,678.2 67,528.7 7,638.2 2,781.9 12,204.1 44,904.5
Financial guarantee contracts 291.1 291.1 291.1 0 0 0
Other financial liabilities at AC 953.1 975.3 313.5 319.3 40.6 301.9
89,349.6 116,412.6 19,978.1 6,775.7 21,832.6 67,826.2
Derivative financial liabilities
Interest rate swaps 31.0 1,703.5 0 565.6 1,137.9 0
Spot foreign currency contracts 0 38.9 38.9 0 0 0
Profit rate swap contracts 7.7 342.8 0 0 342.8 0
Forward exchange contracts (gross settled):
- Outflows 0.4 39.2 39.2 0 0 0
89,388.7 118,537.0 20,056.2 7,341.3 23,313.3 67,826.2
Company
Non-derivative financial liabilities
Payables 3,381.4 3,381.4 3,381.4 0 0 0
Lease liabilities* 71,190.5 113,134.4 9,335.3 7,339.3 20,667.8 75,792.0
Amounts due to subsidiaries 4,136.3 4,136.3 4,136.3 0 0 0
Amounts due to associates 173.7 173.7 173.7 0 0 0
Borrowings* 25,036.3 35,536.7 4,716.2 876.6 7,149.6 22,794.3
Financial guarantee contracts 293.4 8,799.2 8,799.2 0 0 0
Other financial liabilities at AC 681.0 703.2 327.3 333.4 42.4 0.1
104,892.6 165,864.9 30,869.4 8,549.3 27,859.8 98,586.4
Derivative financial liability
Spot foreign currency contracts 0 38.9 38.9 0 0 0
Forward exchange contracts (gross settled):
- Outflows 0.4 39.2 39.2 0 0 0
104,893.0 165,943.0 30,947.5 8,549.3 27,859.8 98,586.4
The table below summarises the maturity profiles of the Group’s and of the Company’s financial liabilities as at the end of the financial year based
on the undiscounted contractual payments: (continued)
Carrying Contractual Below 1 More than 5
amount cash flows year 1-2 years 3-5 years years
RM’million RM’million RM’million RM’million RM’million RM’million
2020
Group
Non-derivative financial liabilities
Payables 6,524.3 6,524.3 6,524.3 0 0 0
Lease liabilities* 28,728.8 39,533.0 4,690.2 3,848.0 9,451.5 21,543.3
Amounts due to associates 237.8 237.8 237.8 0 0 0
Borrowings* 49,452.6 63,295.0 6,505.3 2,505.3 8,123.8 46,160.6
Financial guarantee contracts 282.9 282.9 282.9 0 0 0
Other financial liabilities at AC 883.1 890.5 291.2 294.6 7.5 297.2
86,109.5 110,763.5 18,531.7 6,647.9 17,582.8 68,001.1
Derivative financial liabilities
Interest rate swaps 150.2 1,746.1 0 95.2 1,650.9 0
Profit rate swap contracts 25.5 361.3 0 0 361.3 0
Forward exchange contracts (gross settled):
- Outflows 1.3 93.3 93.3 0 0 0
86,286.5 112,964.2 18,625.0 6,743.1 19,595.0 68,001.1
Company
Non-derivative financial liabilities
Payables 3,896.3 3,896.3 3,896.3 0 0 0
Lease liabilities* 65,519.1 105,454.3 9,300.5 7,450.9 18,779.0 69,923.9
Amounts due to subsidiaries 1,411.9 1,411.9 1,411.9 0 0 0
Amounts due to associates 228.1 228.1 228.1 0 0 0
Borrowings* 22,091.3 30,039.7 4,224.3 881.3 2,558.8 22,375.3
Financial guarantee contracts 285.2 2,663.5 2,663.5 0 0 0
Other financial liabilities at AC 603.5 611.0 297.8 301.3 7.7 4.2
94,035.4 144,304.8 22,022.4 8,633.5 21,345.5 92,303.4
Derivative financial liability
Forward exchange contracts (gross settled):
- Outflows 1.3 93.3 93.3 0 0 0
94,036.7 144,398.1 22,115.7 8,633.5 21,345.5 92,303.4
Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and other prices will affect the Group’s and the
Company’s financial positions or cash flows.
The Group and the Company are exposed to foreign currency risk on sales, purchases and borrowings that are denominated in currencies
other than the respective functional currencies of the Group and of the Company. The currencies giving rise to this risk are primarily USD, JPY
and GBP.
Risk management objectives, policies and processes for managing the risk
The Group and the Company are required to hedge a minimum of 50.0% of TNB’s known foreign currency exposure up to 12 months period.
The Group and the Company use forward exchange contracts and maintain foreign currency floats to hedge its foreign currency risk.
The currency exposure of financial assets and financial liabilities of the Group and of the Company at the end of the financial year, expressed
in MYR (if not defined, Malaysian Ringgit) currency units, are as follows:
USD JPY GBP Others
RM’million RM’million RM’million RM’million
2021
Group
Financial assets
Financial assets at FVOCI 0 0 0 0.4
Receivables 2.8 0 0 0.4
Deposits, bank and cash balances 1,444.7 0 107.2 0
1,447.5 0 107.2 0.8
Financial liabilities
Payables 7.6 5.5 941.6 3.2
Borrowings 8,035.9 2,092.0 2,357.0 0
8,043.5 2,097.5 3,298.6 3.2
Company
Financial assets
Amounts due from subsidiaries 9.7 0 0 0
Deposits, bank and cash balances 1,444.4 0 0 0
1,454.1 0 0 0
Financial liability
Borrowings 8,035.9 2,092.0 0 0
The currency exposure of financial assets and financial liabilities of the Group and of the Company at the end of the financial year, expressed
in MYR (if not defined, Malaysian Ringgit) currency units, are as follows: (continued)
USD JPY GBP Others
RM’million RM’million RM’million RM’million
2020
Group
Financial assets
Financial assets at FVOCI 0 0 0 0.4
Receivables 8.4 0 1.2 0.8
Deposits, bank and cash balances 2,057.4 0 257.7 3.6
2,065.8 0 258.9 4.8
Financial liabilities
Payables 12.0 0.7 31.0 3.8
Borrowings 7,729.5 2,372.1 2,390.9 0
7,741.5 2,372.8 2,421.9 3.8
Company
Financial assets
Amounts due from subsidiaries 104.7 0 0 0
Deposits, bank and cash balances 2,054.5 0 0 0
2,159.2 0 0 0
Financial liability
Borrowings 7,729.5 2,372.1 0 0
A 10.0% strengthening of the foreign currencies against RM at the end of the financial year would have decreased post-tax profit or loss by the
amounts shown below. This analysis assumes that all other variables, in particular interest rates, remained constant and ignores any impact of
forecasted sales and purchases.
Profit or loss/equity
2021 2020
RM’million RM’million
Group
USD (655.7) (682.3)
JPY (209.2) (151.1)
GBP (333.2) (218.3)
Company
USD (654.3) (669.6)
JPY (208.7) (151.1)
A 10.0% weakening of the foreign currencies against RM at the end of the financial year would have had equal but opposite effect on the
above currencies to the amounts shown above, on the basis that all other variables remained constant.
Foreign currency risk for the Group and the Company which have a functional currency other than USD, JPY and GBP are not material and
hence, sensitivity analysis is not presented.
The Group’s and the Company’s investments in fixed rate debt securities and its fixed rate borrowings are not exposed to a significant risk
of change in their fair values due to changes in interest rates. The Group’s and the Company’s variable rate borrowings are exposed to a risk
of change in cash flows due to changes in interest rates. Investment in equity securities and short term receivables and payables are not
significantly exposed to interest rate risk.
The interest rate profile of the Group’s and of the Company’s significant interest-bearing financial instruments, based on carrying amounts as
at the end of the financial year were:
Group Company
2021 2020 2021 2020
RM’million RM’million RM’million RM’million
A 5.0% change in the interest rates of the financial liabilities with floating interest rates at the end of the financial year would have affected
the Group’s and the Company’s profit or loss and equity by RM0.1 million (2020: RM0.1 million). This analysis assumes that all other variables,
in particular foreign currency rates remained constant.
Other price risk arises from the Group’s and the Company’s investments in equity securities, debt securities and unit trust funds.
Risk management objectives, policies and processes for managing the risk
The Group and the Company are exposed to price risk because the investments held are classified on the statement of financial position as
FVOCI and FVTPL. The Group and the Company mainly invest in unit trust funds, primarily in short term deposits as underlying instruments
with minimal price risk.
The carrying amounts of deposits, bank and cash balances, short term receivables and payables, short term borrowings, short term amount due
from/(to) subsidiaries and short term derivative financial instruments approximate their fair values and are equivalent to nominal values due to the
relatively short term nature of these financial instruments.
The table below analyses financial instruments carried at fair value and those not carried at fair value for which fair value is disclosed, together with
their fair values and carrying amounts shown in the statement of financial position.
The classifications in the fair value hierarchy of the Group’s and of the Company’s assets and liabilities measured at fair value are summarised in the
table below:
Fair value of financial instruments Fair value of financial instruments
carried at fair value not carried at fair value
Total fair Carrying
Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total value amount
RM’million RM’million RM’million RM’million RM’million RM’million RM’million RM’million RM’million RM’million
2021
Group
Financial assets
Investment in unquoted
debt securities 0 0 0 0 0 300.1 0 300.1 300.1 300.1
Long term receivables 0 0 0 0 0 65.1 0 65.1 65.1 65.1
Derivative financial
instruments 0 1.2 0 1.2 0 0 0 0 1.2 1.2
Financial assets at FVOCI 0 62.8 0 62.8 0 0 0 0 62.8 62.8
Financial assets at FVTPL 2,422.3 100.0 0 2,522.3 0 0 0 0 2,522.3 2,522.3
2,422.3 164.0 0 2,586.3 0 365.2 0 365.2 2,951.5 2,951.5
Financial liabilities
Borrowings 0 0 0 0 2,087.8 48,022.4 0 50,110.2 50,110.2 51,678.2
Other financial liabilities at AC 0 0 0 0 0 973.0 0 973.0 973.0 953.1
Derivative financial
instruments 0 39.1 0 39.1 0 0 0 0 39.1 39.1
0 39.1 0 39.1 2,087.8 48,995.4 0 51,083.2 51,122.3 52,670.4
Company
Financial assets
Investment in unquoted
debt securities 0 0 0 0 0 300.1 0 300.1 300.1 300.1
Long term receivables 0 0 0 0 0 59.0 0 59.0 59.0 41.6
Financial assets at FVOCI 0 62.1 0 62.1 0 0 0 0 62.1 62.1
Amounts due from
subsidiaries 0 0 0 0 0 5,010.4 0 5,010.4 5,010.4 5,010.4
Financial assets at FVTPL 600.7 100.0 0 700.7 0 0 0 0 700.7 700.7
600.7 162.1 0 762.8 0 5,369.5 0 5,369.5 6,132.3 6,114.9
Financial liabilities
Borrowings 0 0 0 0 2,087.8 24,640.1 0 26,727.9 26,727.9 25,036.3
Other financial liabilities at AC 0 0 0 0 0 687.6 0 687.6 687.6 681.0
Derivative financial
instruments 0 0.4 0 0.4 0 0 0 0 0.4 0.4
0 0.4 0 0.4 2,087.8 25,327.7 0 27,415.5 27,415.9 25,717.7
The classifications in the fair value hierarchy of the Group’s and of the Company’s assets and liabilities measured at fair value are summarised in the
table below: (continued)
Fair value of financial instruments Fair value of financial instruments
carried at fair value not carried at fair value Total fair Carrying
Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total value amount
RM’million RM’million RM’million RM’million RM’million RM’million RM’million RM’million RM’million RM’million
2020
Group
Financial assets
Investment in unquoted
debt securities 0 0 0 0 0 265.8 0 265.8 265.8 265.8
Long term receivables 0 0 0 0 0 81.6 0 81.6 81.6 72.7
Financial assets at FVOCI 0 57.6 0 57.6 0 0 0 0 57.6 57.6
Financial assets at FVTPL 6,942.5 171.9 0 7,114.4 0 0 0 0 7,114.4 7,114.4
6,942.5 229.5 0 7,172.0 0 347.4 0 347.4 7,519.4 7,510.5
Financial liabilities
Borrowings 0 0 0 0 2,164.2 51,194.1 0 53,358.3 53,358.3 49,452.6
Other financial liabilities at AC 0 0 0 0 0 838.8 0 838.8 838.8 883.1
Derivative financial
instruments 0 177.0 0 177.0 0 0 0 0 177.0 177.0
0 177.0 0 177.0 2,164.2 52,032.9 0 54,197.1 54,374.1 50,512.7
Company
Financial assets
Investment in unquoted
debt securities 0 0 0 0 0 265.8 0 265.8 265.8 265.8
Long term receivables 0 0 0 0 0 72.4 0 72.4 72.4 51.7
Financial assets at FVOCI 0 56.9 0 56.9 0 0 0 0 56.9 56.9
Amounts due from
subsidiaries 0 0 0 0 0 12,108.8 0 12,108.8 12,108.8 11,873.2
Financial assets at FVTPL 5,217.2 109.4 0 5,326.6 0 0 0 0 5,326.6 5,326.6
5,217.2 166.3 0 5,383.5 0 12,447.0 0 12,447.0 17,830.5 17,574.2
Financial liabilities
Borrowings 0 0 0 0 2,164.2 22,006.9 0 24,171.1 24,171.1 22,091.3
Other financial liabilities at AC 0 0 0 0 0 601.5 0 601.5 601.5 603.5
Derivative financial
instruments 0 1.3 0 1.3 0 0 0 0 1.3 1.3
0 1.3 0 1.3 2,164.2 22,608.4 0 24,772.6 24,773.9 22,696.1
The fair value of an asset to be transferred between levels is determined as of the date of the event or change in circumstances that caused
the transfer.
Level 1 fair value is derived from quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the
measurement date.
Level 2 fair value is estimated using inputs other than quoted prices included within Level 1 that are observable for the financial assets or
liabilities, either directly or indirectly.
The fair value is estimated by the difference between the contractual forward price and the current forward price for the residual maturity of
the contract.
Fair value, which is determined for disclosure purpose, is calculated based on the present value of future principal and interest cash flows,
discounted at the market rate of interest at the end of the reporting period.
Level 3 fair values for the financial assets and liabilities are estimated using unobservable inputs.
The interest rates used to discount estimated cash flows, when applicable, ranging between 0.1% to 8.0% (2020: 0.1% to 8.0%).
Although the Group and the Company believe that their estimates of fair value are appropriate, the use of different methodologies or
assumptions could lead to different measurements of fair value.
The favourable and unfavourable effects of using reasonably possible alternative assumptions have been calculated by recalibrating the
model values using expected cash flows and risk-adjusted discount rates based on the probability weighted average of the Group’s and of the
Company’s ranges of possible outcomes.
The following financial assets and financial liabilities are subject to offsetting arrangements based on Group policies and procedures:
Group Company
Gross amounts Net amounts Gross amounts Net amounts
Gross amounts set-off in presented in Gross amounts set-off in presented in
recognised the SOFP the SOFP recognised the SOFP the SOFP
RM’million RM’million RM’million RM’million RM’million RM’million
Financial assets
2021
Amounts due from associates 342.7 0 342.7 10.5 0 10.5
Amounts due from subsidiaries 0 0 0 10,656.5 (2,655.5) 8,001.0
Amounts due from joint ventures 43.5 0 43.5 0 0 0
2020
Amounts due from associates 183.5 0 183.5 3.4 0 3.4
Amounts due from subsidiaries 0 0 0 14,200.1 (428.4) 13,771.7
Amounts due from joint ventures 19.4 0 19.4 0 0 0
Financial liabilities
2021
Amounts due to associates (183.8) 0 (183.8) (173.7) 0 (173.7)
Amounts due to subsidiaries 0 0 0 (6,791.8) 2,655.5 (4,136.3)
2020
Amounts due to associates (237.8) 0 (237.8) (228.1) 0 (228.1)
Amounts due to subsidiaries 0 0 0 (1,840.3) 428.4 (1,411.9)
The Group’s and the Company’s main objective of capital management is to safeguard the Group’s and the Company’s ability to continue as a going
concern in order to provide returns for shareholders and benefits for other stakeholders. The Group and the Company will also strive to maintain an
optimal capital structure to reduce the cost of capital.
For the purpose of sustaining or changing the capital structure, the Group and the Company may adjust the amount of dividends paid to shareholders,
issue new shares or return capital to shareholders.
In order to be consistent with industry norms, the Group and the Company monitor its capital structure on the basis of the gearing ratio. This ratio is
calculated as total borrowings divided by capital employed. Total borrowings include non-current borrowings, current borrowings and hire purchase as
shown in the consolidated statement of financial position. Capital employed is the summation of total equity and total borrowings.
The Group and the Company have met all externally imposed capital requirements.
(a) Associate acquired by the Group during the financial year ended 31 December 2021 is as follows:
Group’s
Purchase effective Effective
Note consideration interest acquisition
RM’million acquired date
Name of associate
Blyth Offshore Demonstrator Limited (‘BODL’) (i) 674.7 49.0% 18 October 2021
(i) On 18 October 2021, Vantage RE No. 1 Ltd., a wholly-owned subsidiary of Vantage RE Ltd. (formerly known as Tenaga Investments UK Ltd.)
completed the subscription of 30,135,049 ordinary shares representing a 49.0% equity interest in BODL for a purchase consideration of
GBP118.0 million and transaction cost of GBP1.2 million (amounting to RM674.7 million). BODL is principally involved in the ownership,
construction and operation of a 42MW offshore wind farm in Blyth, England as disclosed in Note 9.
(b) Subsidiaries acquired by the Group during the financial year ended 31 December 2020 are as follows:
Group’s
Purchase effective Effective
Note consideration interest acquisition
RM’million acquired date
Name of subsidiaries
Vantage Solar Investments S.A.R.L. (Formerly known as Vortex Solar
Investments S.A.R.L) (‘VSI’) (i) 28.4 55.0% 1 September 2020
Southern Power Generation Sdn. Bhd. (‘SPG’) (ii) 283.0 70.0% 28 September 2020
(b) Subsidiaries acquired by the Group during the financial year ended 31 December 2020 are as follows: (continued)
(i) TNB International Sdn. Bhd. (‘TNBI’), a wholly-owned subsidiary of the Company previously acquired 50.0% of the share capital of VSI
and categorised VSI as an associate. On 1 September 2020, TNBI completed the acquisition of additional 5.0% equity interest in VSI and
subsequently obtained control of VSI resulting in deemed disposal of VSI as an associate (Note 9) and recognition as a subsidiary of the Group
(Note 7). TNBI’s effective interest in VSI is 55.0%. The remaining 45.0% stake in VSI is owned by KWAP. VSI is an investment holding company
and the principal activities of its subsidiary companies are as disclosed in Note 7.
The Group’s profit after tax for the financial year ended 31 December 2020 would have been estimated at RM3,576.5 million if VSI had
been consolidated at the beginning of the financial year ended 31 December 2020. From the acquisition date up to 31 December 2020, VSI
contributed a loss after tax of RM40.3 million.
(ii) On 28 September 2020, the Company acquired an additional 19.0% equity interest in its subsidiary, SPG and 13.0% Class B RPS from SIPP
Energy Sdn. Bhd. for a total consideration of RM283.0 million.
SPG was incorporated on 12 August 2016 as a special purpose vehicle company for the development of a Combined Cycle Gas Turbine Power
Plant in Pasir Gudang, Johor. Previously, the Company owned 51.0% equity interest in SPG. Upon completion of the acquisition, the Company
holds 70.0% equity interest in SPG and SPG remains as a subsidiary of the Group. The principal activities of SPG is as disclosed in Note 7.
The Government has approved and decided via a letter from Suruhanjaya Tenaga dated 28 January 2022, to implement the Regulatory Period 3 under the
IBR framework for the period of February 2022 to December 2024. The Government has decided to maintain the current electricity tariff schedule for all
customers in Peninsular Malaysia. This decision complies with the rules and regulations under the Regulatory Implementation Guidelines.
Completion of refinancing exercise by Vantage RE Ltd. (formerly known as Tenaga Investments UK Ltd.)
On 23 February 2022, the Group’s wholly-owned subsidiary, Vantage RE Ltd. has completed a GBP275 million (RM1.56 billion) financing exercise through
refinancing of its VSUK portfolio of solar power plants in the United Kingdom. The financing facility with Macquarie Asset Management, arranged by
Standard Chartered Bank, is part of Vantage RE Ltd.’s management initiative to optimise VSUK’s financing structure and providing greater investment
certainty over the longer term.
STATEMENT BY DIRECTORS
PURSUANT TO SECTION 251(2) OF THE COMPANIES ACT 2016
We, Dato’ Sri Hasan bin Arifin and Datuk Ir. Baharin bin Din, the Directors of Tenaga Nasional Berhad, do hereby state that, in the opinion of the Directors, the
financial statements set out on pages 187 to 340 are drawn up so as to give a true and fair view of the financial position of the Group and of the Company as at
31 December 2021 and financial performance of the Group and of the Company for the financial year ended 31 December 2021 in accordance with Malaysian
Financial Reporting Standards, International Financial Reporting Standards and the requirements of the Companies Act 2016 in Malaysia.
Signed on behalf of the Board of Directors, in accordance with a resolution dated 17 March 2022.
DATO’ SRI HASAN BIN ARIFIN DATUK IR. BAHARIN BIN DIN
CHAIRMAN PRESIDENT/CHIEF EXECUTIVE OFFICER
STATUTORY DECLARATION
PURSUANT TO SECTION 251(1) OF THE COMPANIES ACT 2016
I, Nazmi bin Othman, the Officer primarily responsible for the financial management of Tenaga Nasional Berhad, do solemnly and sincerely declare that the
financial statements set out on pages 187 to 340 are, in my opinion, correct and I make this solemn declaration conscientiously believing the same to be true,
and by virtue of the provisions of the Statutory Declarations Act, 1960.
Subscribed and solemnly declared by the abovenamed Nazmi bin Othman at Kuala Lumpur, Malaysia on 17 March 2022, before me.
Our opinion
In our opinion, the financial statements of Tenaga Nasional Berhad (“the Company”) and its subsidiaries (“the Group”) give a true and fair view of the financial
position of the Group and of the Company as at 31 December 2021, and of their financial performance and their cash flows for the financial year then ended
in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and the requirements of the Companies Act 2016 in
Malaysia.
We have audited the financial statements of the Group and of the Company, which comprise the statements of financial position as at 31 December 2021 of the
Group and of the Company, and the statements of profit or loss, statements of comprehensive income, statements of changes in equity and statements of cash
flows of the Group and of the Company for the financial year then ended, and notes to the financial statements, including a summary of significant accounting
policies, as set out on pages 187 to 340.
We conducted our audit in accordance with approved standards on auditing in Malaysia and International Standards on Auditing. Our responsibilities under
those standards are further described in the “Auditors’ responsibilities for the audit of the financial statements” section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
We are independent of the Group and of the Company in accordance with the By-Laws (on Professional Ethics, Conduct and Practice) of the Malaysian Institute
of Accountants (“By-Laws”) and the International Ethics Standards Board for Accountants’ International Code of Ethics for Professional Accountants (including
International Independence Standards) (“IESBA Code”), and we have fulfilled our other ethical responsibilities in accordance with the By-Laws and the
IESBA Code.
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements of the Group and of
the Company. In particular, we considered where the Directors made subjective judgements; for example, in respect of significant accounting estimates that
involved making assumptions and considering future events that are inherently uncertain. As in all of our audits, we also addressed the risk of management
override of internal controls, including among other matters, consideration of whether there was evidence of bias that represented a risk of material misstatement
due to fraud.
We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion on the financial statements as a whole, taking into
account the structure of the Group and of the Company, the accounting processes and controls, and the industry in which the Group and the Company operate.
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the Group and
of the Company for the current financial year. These matters were addressed in the context of our audit of the financial statements of the Group and of the
Company as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Key audit matters How our audit addressed the key audit matters
Revenue recognition for sales of electricity We performed the following audit procedures:
Refer to Note 4 – Critical Accounting Estimates and Judgements and Note 32 – • Tested the overall information technology general controls of the billing
Revenue and accounting systems recording the revenue transactions;
Sales of electricity of RM51,189.9 million and RM48,606.8 million is the • Tested the application controls within the billing systems over the
most significant component of the Group’s and the Company’s revenue, following:
respectively, for the financial year ended 31 December 2021. - maintenance of tariff rates in the billing systems;
- accuracy of calculation of amounts billed to customers; and
Revenue from sales of electricity is based on the end customers’ consumption - recording of revenue transactions.
and the related tariff rates, which are governed by the Incentive Based
Regulations imposed by the Energy Commission. • Tested the billings and revenue adjustments on a sampling basis to assess
whether the revenue recognised and revenue adjustments are valid and
We focused on the revenue recognition for sales of electricity as it involves recorded accurately; and
the use of complex billing and accounting systems to process large volumes
of data with different tariffs based on respective customer categories and • Examined the correspondence with the Energy Commission and
consumption. assessed whether there were any material matters that would affect the
implementation of the Incentive Based Regulations.
Based on the above procedures performed, we did not find any material
exceptions.
Tax litigations We performed the following audit procedures:
Refer to Note 4 – Critical Accounting Estimates and Judgements and Note 43 – • Evaluated the Directors’ assessment on the basis of recoverability of the
Contingent Liabilities tax recoverable of RM3,522.4 million in respect of RIA and the potential
tax liabilities in respect of RIA and RULS claims by the IRB by assessing the
Reinvestment allowance (‘RIA’) claims independent legal confirmations obtained from management’s external
legal counsel; and
The Inland Revenue Board (‘IRB’) had disallowed the Company’s RIA claims
for the Years of Assessment (‘YAs’) 2013, 2014, 2015, 2016, 2017 and 2018 • Examined the correspondence between the Company and the tax
and had issued notices of additional assessments (‘Notices’) to the Company, authority and assessed the matters in dispute based on advice from our
amounting in aggregate to RM7,858.6 million. tax experts to review the basis of applying the relevant tax laws.
As at 31 December 2021, the Group and Company recorded a tax recoverable Based on the procedures performed above, we did not find any material
of RM3,522.4 million and have not recorded the potential tax liabilities exceptions to the Directors’ judgement in the treatment of the tax
arising from the tax impact if the RIA claims are disallowed and the Company recoverable balance and the potential tax liabilities.
loses its appeal. Based on the legal advice obtained from its tax solicitors on
the merits of the cases, the Directors are of the opinion that no provision is
required in the financial statements for the potential tax liability up to the
reporting date.
Key audit matters How our audit addressed the key audit matters
Redeemable Unsecured Loan Stock (‘RULS’) claims
As at 31 December 2021, based on the legal advice obtained from its tax
solicitors, the Group is of the view that it has a good basis in law to contend
the Notices raised by the IRB. The Directors are of the opinion that no
provision is required in the financial statements for the potential tax liability
up to the reporting date.
Refer to Note 4 – Critical Accounting Estimates and Judgements and Note 25 – • Obtained an understanding of the terms and conditions of the post-
Employee Benefits employment benefit plans; and
As at 31 December 2021, the Group and Company recorded post-employment • Tested the present value of post-employment benefit plans based on the
benefits of RM12,434.5 million and RM11,710.8 million, respectively. actuarial valuation reports by performing the following:
- Discussed with the actuary on the valuation method used and checked
Management assessed the present value of post-employment benefit plans that the valuation method is acceptable in accordance with MFRS 119
by relying on the actuarial valuation reports from an actuary. The actuarial ‘Employee Benefits’;
valuation reports estimated the present value of post-employment benefit - Discussed with the actuary on the key assumptions used in the actuarial
plans based on key assumptions that comprised expected rate of salary valuation and checked the reasonableness by comparing to historical
increases, medical cost inflation and discount rates. data;
- Checked the reasonableness of the discount rates with the assistance
We focused on this area because of the significant estimates made by of our valuation experts by comparing to market yields of high quality
management in determining the present value of post-employment benefit government securities at the reporting date;
plans. - Checked the membership data used in the actuarial models through
inspection of payroll personnel files and other supporting documents;
and
- Compared the fair value of plan assets based on the actuary report
against the trustee’s report.
Based on the procedures performed above, we did not find any material
exceptions to the Director’s estimates of the post-employment benefits
carrying value.
Key audit matters How our audit addressed the key audit matters
Impairment assessments of investments in an associate and a subsidiary We have assessed management’s impairment assessments. Our procedures
in relation to management’s impairment assessment include the following:
Refer to Note 4 – Critical Accounting Estimates and Judgements, Note 7 –
Subsidiaries and Note 9 - Associates Group (Investment in an associate)
Management performed impairment assessments of its investment in • Assessed the reliability of management’s forecast through the review of
an associate of the Group and a subsidiary of the Company, which had past trends of actual financial performances against previous forecasted
impairment indicators. As a result, impairment losses totalling RM291.8 results;
million and RM300.2 million at the Group and the Company, respectively,
in respect of the Group’s investment in GMR Energy Limited (‘GEL’) and • Discussed with management the key assumptions used in the discounted
Company’s investment in Power and Energy International (Mauritius) Ltd., future cash flows projections, in particular, the plant load factor by
which comprises investments in GEL and Malaysian Shoaiba Consortium comparing with historical results and market outlook;
Sdn. Bhd. (‘MSCSB’), were recognised during the financial year ended 31
December 2021. • Engaged our internal valuation experts to assess the reasonableness of the
discount rates; and
We focused on this area as the recoverable amounts of the investments in
GEL and PEIM are determined based on the estimated cash flows available • Assessed the adequacy and reasonableness of the disclosures in the
for distribution from its investments, which require judgement on the part of financial statements.
management on the future financial performance and the key assumptions
used, in particular, plant load factor and discount rates for GEL. Company (Investment in a subsidiary)
• Compared management’s cash flows forecasts used for GEL with the
Group’s impairment assessment of the associate to ensure the same
underlying cash flows were used; and
As at 31 December 2021, the Group and the Company were in a net • Discussed with management on key assumptions used in the cash flow
current liabilities (‘NCL’) position of RM194.3 million and RM6,950.5 million forecast, including the expected revenue growth rates, customer collection
respectively. trends, low rate of termination of electricity account that would crystallise
the entire consumer deposit and significant transactions that may occur
within the next 12 months in developing the cash flow forecast for the
Company;
Key audit matters How our audit addressed the key audit matters
As the Group’s net current liabilities position is mainly contributed by the • Checked the extent of undrawn facilities available to the Group and the
Company, cash flow forecast has been prepared for the next 12 months Company.
for the Company, taking into account the expected revenue growth rates,
customer collection trends, low rate of termination of electricity account that Based on the procedures performed above, we did not find any material
would crystallise the entire consumer deposit which amounts to RM6,685.1 exceptions to the Directors’ assessment that the Group and the Company
million and any one-off transactions within the next 12 months. Based on will be able to meet its short term obligations.
the cash flow forecast, the Company is able to generate sufficient internal
cash flows from operations for the next 12 months from the reporting date to
meet operational and financing needs as and when they fall due. In addition,
as at 31 December 2021, the Group and the Company also have undrawn
borrowing facilities amounting to RM10,389.0 million and RM9,911.0 million
respectively.
We focused on this area due to the inherent uncertainties and the judgement
taken by management in forecasting future cash flows and determining
the availability of financing to fund the operations of the Group and the
Company for the next 12 months.
Information other than the financial statements and auditors’ report thereon
The Directors of the Company are responsible for the other information. The other information comprises the Directors’ Report, Statement on Risk Management
and Internal Control and the Board Risk Committee Report, which we obtained prior to the date of this auditors’ report, and the remaining Statements to be
included within the Integrated Annual Report 2021, which is expected to be made available to us after that date. Other information does not include the
financial statements of the Group and of the Company and our auditors’ report thereon.
Our opinion on the financial statements of the Group and of the Company does not cover the other information and we do not express any form of assurance
conclusion thereon.
In connection with our audit of the financial statements of the Group and of the Company, our responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent with the financial statements of the Group and of the Company or our knowledge obtained in
the audit or otherwise appears to be materially misstated.
If, based on the work we have performed on the other information that we obtained prior to the date of this auditors’ report, we conclude that there is a material
misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
The Directors of the Company are responsible for the preparation of the financial statements of the Group and of the Company that give a true and fair view
in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and the requirements of the Companies Act 2016 in
Malaysia. The Directors are also responsible for such internal control as the Directors determine is necessary to enable the preparation of financial statements of
the Group and of the Company that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements of the Group and of the Company, the Directors are responsible for assessing the Group’s and the Company’s ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors
either intend to liquidate the Group or the Company or to cease operations, or have no realistic alternative but to do so.
Our objectives are to obtain reasonable assurance about whether the financial statements of the Group and of the Company as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is
not a guarantee that an audit conducted in accordance with approved standards on auditing in Malaysia and International Standards on Auditing will always
detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they
could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with approved standards on auditing in Malaysia and International Standards on Auditing, we exercise professional judgement
and maintain professional scepticism throughout the audit. We also:
(a) Identify and assess the risks of material misstatement of the financial statements of the Group and of the Company, whether due to fraud or error, design
and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.
The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the override of internal control.
(b) Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Group’s and of the Company’s internal control.
(c) Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Directors.
(d) Conclude on the appropriateness of the Directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a
material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s or on the Company’s ability to continue as a
going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the
financial statements of the Group and of the Company or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the
audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group or the Company to cease to
continue as a going concern.
(e) Evaluate the overall presentation, structure and content of the financial statements of the Group and of the Company, including the disclosures, and
whether the financial statements of the Group and of the Company represent the underlying transactions and events in a manner that achieves fair
presentation.
(f ) Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an
opinion on the financial statements of the Group. We are responsible for the direction, supervision and performance of the group audit. We remain solely
responsible for our audit opinion.
We communicate with the Directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any
significant deficiencies in internal control that we identify during our audit.
We also provide the Directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with
them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats
or safeguards applied.
From the matters communicated with the Directors, we determine those matters that were of most significance in the audit of the financial statements of the
Group and of the Company for the current financial year and are therefore the key audit matters. We describe these matters in our auditors’ report unless law
or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated
in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
In accordance with the requirements of the Companies Act 2016 in Malaysia, we report that the subsidiaries of which we have not acted as auditors, are
disclosed in Note 7 to the financial statements.
OTHER MATTERS
This report is made solely to the members of the Company, as a body, in accordance with Section 266 of the Companies Act 2016 in Malaysia and for no other
purpose. We do not assume responsibility to any other person for the content of this report.
Kuala Lumpur
17 March 2022
07
ADDITIONAL
INFORMATION
CORPORATE INFORMATION
BOARD OF DIRECTORS
DATO’ SRI HASAN BIN ARIFIN ONG AI LIN FAISAL @ PISAL BIN ABDUL GHANI
Chairman Independent Non-Executive Director (Alternate Director to Datuk Seri Asri bin Hamidin
Non-Independent Non-Executive Director @ Hamidon)
(Appointed w.e.f. 1 October 2021) DATO’ ROSLINA BINTI ZAINAL Non-Independent Non-Executive Director
Independent Non-Executive Director (Appointed w.e.f. 1 March 2022)
DATUK IR. BAHARIN BIN DIN
President/Chief Executive Officer DATO’ IR. NAWAWI BIN AHMAD NORAINI BINTI CHE DAN
Non-Independent Executive Director Independent Non-Executive Director Senior Independent Non-Executive Director
(Demised on 26 August 2021)
DATUK SERI ASRI BIN HAMIDIN @ HAMIDON DATUK RAWISANDRAN A/L NARAYANAN
Non-Independent Non-Executive Director Independent Non-Executive Director DATO’ SERI MAHDZIR BIN KHALID
Chairman
DATUK AMRAN HAFIZ BIN AFFIFUDIN DATUK LAU BENG WEI Non-Independent Non-Executive Director
Non-Independent Non-Executive Director Independent Non-Executive Director (Resigned w.e.f. 29 August 2021)
(Appointed w.e.f. 1 December 2021)
JUNIWATI RAHMAT HUSSIN AZMIN BIN ISHAK
Independent Non-Executive Director DATO’ MERINA BINTI ABU TAHIR (Alternate Director to Datuk Seri Asri bin Hamidin
Independent Non-Executive Director @ Hamidon)
GOPALA KRISHNAN K.SUNDARAM (Appointed w.e.f. 1 February 2022) Non-Independent Non-Executive Director
Independent Non-Executive Director (Cessation of Office as Alternate Director
w.e.f. 10 February 2022)
@TNB Careline
@Tenaga_Nasional
@TENAGAofficial
@tenaga_nasional
@Tenaga Nasional Berhad
STATISTICS OF SHAREHOLDINGS
As at 21 March 2022
SHARE CAPITAL
No. of Shareholders Total No. of Shareholders No. of Issued Shares Total No. of Issued Shares
Size of Shareholdings
Malaysian Foreigner No. % Malaysian Foreigner No. %
STATISTICS OF SHAREHOLDINGS
DIRECTORS’ SHAREHOLDINGS
No. of Shares
No. Name of Directors
Direct Interest %
1. Dato’ Sri Hasan bin Arifin (Appointed w.e.f. 1 October 2021) 0 0.00
2. Datuk Ir. Baharin bin Din (Appointed w.e.f. 1 March 2021) 80,700 0.00
3. Datuk Seri Asri bin Hamidin @ Hamidon 10,000 0.00
4. Datuk Amran Hafiz bin Affifudin 0 0.00
5. Juniwati Rahmat Hussin 0 0.00
6. Gopala Krishnan K.Sundaram 0 0.00
7. Ong Ai Lin 0 0.00
8. Dato’ Roslina binti Zainal 18,400 0.00
9. Dato’ Ir. Nawawi bin Ahmad 0 0.00
10. Datuk Rawisandran a/l Narayanan 0 0.00
11. Datuk Lau Beng Wei (Appointed w.e.f. 1 December 2021) 0 0.00
12. Dato’ Merina binti Abu Tahir (Appointed w.e.f. 1 February 2022) 0 0.00
13. Faisal @ Pisal bin Abdul Ghani (Appointed w.e.f. 1 March 2022) *25,000 0.00
(Alternate Director to Datuk Seri Asri bin Hamidin @ Hamidon)
Notes:
* Faisal @ Pisal bin Abdul Ghani
- Own Account (20,000)
- Registered with Maybank Nominees (Tempatan) Sdn. Bhd. (5,000)
Notes:
* Khazanah Nasional Berhad
- Registered with Citigroup Nominees (Tempatan) Sdn. Bhd. (4,236,039 )
- Registered with CGS - CIMB Nominees (Tempatan) Sdn. Bhd. (4,911,590)
** Registered with Citigroup Nominees (Tempatan) Sdn. Bhd.
*** Registered with AmanahRaya Trustees Berhad
**** Kumpulan Wang Persaraan (Diperbadankan)
- Registered with Citigroup Nominees (Tempatan) Sdn. Bhd. (33,244,734)
STATISTICS OF SHAREHOLDINGS
354
As at 31 December 2021
LAND BUILDINGS
Property
List Leasehold Freehold Total Built-Up Total
About This Report
No. of Area NBV No. of Area NBV No. of Area NBV Area NBV
Location Lots (sq M) (RM’000) Lots (sq M) (RM’000) Lots (sq M) (RM’000) No. (sq M) (RM’000)
(1) (2) (3) (4) (5) (6) (1+4) (2+5) (3+6) (7) (8) (9)
Perlis 51 156,976 1,680 412 88,183 10,081 463 245,159 11,761 64 6,433 18,431
Kedah 299 1,058,263 14,735 789 2,817,145 126,785 1,088 3,875,408 141,520 364 103,869 227,923
Pulau Pinang 195 693,528 83,914 703 988,909 103,337 898 1,682,437 187,251 375 153,652 784,699
Perak 795 6,164,128 322,695 1,256 10,141,279 388,618 2,051 16,305,407 711,313 1,016 677,948 2,464,760
Selangor 1,009 12,975,256 593,441 1,748 4,820,695 920,961 2,757 17,795,951 1,514,402 1,868 928,931 2,809,011
W.Persekutuan 383 288,394 60,105 539 615,138 210,110 922 903,532 270,215 712 205,794 795,858
N.Sembilan 287 1,808,571 135,716 753 1,113,897 250,432 1,040 2,922,468 386,148 258 392,144 1,107,898
Melaka 365 640,502 22,729 1,063 233,320 318,445 1,428 873,822 341,174 91 161,008 213,749
Johor 960 3,485,668 427,711 1,346 1,005,893 315,995 2,306 4,491,561 743,706 554 222,746 1,581,983
Pahang 388 3,249,727 51,652 1,035 293,437 313,364 1,423 3,543,164 365,016 427 375,165 3,651,617
Terengganu 366 6,977,714 29,573 374 11,009,770 142,824 740 17,987,484 172,397 299 560,153 1,678,933
Kelantan 364 1,288,363 8,771 372 2,296,831 27,828 736 3,585,194 36,599 343 352,660 791,414
Sabah 356 6,262,761 80,530 60 4,501,754 35,523 416 10,764,515 116,053 2,748 651,954 416,155
Kuwait 0 0 0 0 0 0 0 0 0 3 1,000 235
United Kingdom 77 6,523,128 214,176 0 0 0 77 6,523,128 214,176 0 0 0
Total 5,904 52,332,933 2,060,640 10,466 39,927,805 3,166,009 16,370 92,260,738 5,226,649 9,187 4,802,362 16,580,895
From Our Leadership
The land and buildings comprise power stations, mini hydros, jetties, dams, substations, residential houses, apartments, holiday bungalows, office buildings, warehouses, stores and workshops.
Creating Continued Value
Creating Value Through Strong Governance Sustainability Statement Financial Statements ADDITIONAL INFORMATION
NOTICE IS HEREBY GIVEN THAT the Thirty Second Annual General Meeting (32nd AGM) of Tenaga Nasional Berhad (TNB or
the Company) will be held on Thursday, 2 June 2022 at 10.00 a.m., virtually via Remote Participation and Voting (RPV) at
Dewan Seminar, Kompleks Balai Islam An-Nur, Ibu Pejabat Tenaga Nasional Berhad, No. 129, Jalan Bangsar, 59200
Kuala Lumpur, Malaysia (the Broadcast Venue) to transact the following businesses:
AGENDA
AS ORDINARY BUSINESS:
1. To receive the Audited Financial Statements for the Financial Year ended 31 December 2021 together with the Reports of the
Directors and Auditors thereon.
Please refer to Explanatory Note (a)
2. To re-elect the following Directors who retire by rotation in accordance with Clause 64(1) of the Company’s Constitution and
being eligible offer themselves for re-election:
3. To re-elect the following Directors who were appointed to the Board and retire in accordance with Clause 63(2) of the
Company’s Constitution and being eligible offer themselves for re-election:
4. To approve the payment of the following Non-Executive Directors’ fees from the 32nd AGM until the next Annual General
Meeting (AGM) of the Company:
(i) Director’s fee of RM30,000.00 per month for Dato’ Sri Hasan bin Arifin, Non-Executive Chairman
(ii) Director’s fee of RM7,000.00 and RM5,000.00 per month for TNB Subsidiaries Category II and III respectively to
Dato’ Sri Hasan bin Arifin, Non-Executive Chairman Ordinary Resolution 7
(iii) Director’s fee of RM20,000.00 per month for the following Non-Executive Directors:
a. Datuk Seri Asri bin Hamidin @ Hamidon Ordinary Resolution 8
b. Juniwati Rahmat Hussin Ordinary Resolution 9
c. Gopala Krishnan K.Sundaram Ordinary Resolution 10
d. Ong Ai Lin Ordinary Resolution 11
e. Dato’ Roslina binti Zainal Ordinary Resolution 12
f. Dato’ Ir. Nawawi bin Ahmad Ordinary Resolution 13
g. Datuk Rawisandran a/l Narayanan Ordinary Resolution 14
h. Datuk Lau Beng Wei Ordinary Resolution 15
i. Dato’ Merina binti Abu Tahir Ordinary Resolution 16
Please refer to Explanatory Note (c)
5. To approve the payment of benefits payable to the Non-Executive Directors (excluding Non-Executive Directors’ fees)
amounting to RM1,956,200.00 from the 32nd AGM until the next AGM of the Company. Ordinary Resolution 17
Please refer to Explanatory Note (c)
6. To re-appoint Messrs PricewaterhouseCoopers PLT, having consented to act, as Auditors of the Company, to hold office until
the conclusion of the next AGM and to authorise the Directors to fix their remuneration. Ordinary Resolution 18
Please refer to Explanatory Note (d)
AS SPECIAL BUSINESS:
“THAT the Board (save for Datuk Ir. Baharin bin Din) be and is hereby authorised at any time and from time to time, to cause or
procure the offering and allocation to Akmal Aziq bin Baharin, Electrical Engineer of the Company, being Person Connected to
Datuk Ir. Baharin bin Din, of up to 900 ordinary shares in TNB (TNB Shares) under the Long Term Incentive Plan for the Eligible
Employees of TNB and Its Subsidiaries and Executive Directors of TNB (LTIP) as they shall deem fit, which will be vested to him
at a future date, subject to such terms and conditions of the LTIP By-Laws.”
“AND THAT the Board be and is hereby authorised to allot and issue new TNB Shares pursuant to the LTIP to him from time to
time in accordance with the vesting of his Grant.”
Ordinary Resolution 19
Please refer to Explanatory Note (e)
8. To transact any other business of which due notice shall have been given in accordance with the Companies Act 2016 (Act).
FURTHER NOTICE IS HEREBY GIVEN THAT for the purpose of determining a member who shall be entitled to attend this 32nd AGM, the Company shall be
requesting Bursa Malaysia Depository Sdn. Bhd. (Bursa Depository) in accordance with Clause 45(2) of the Company’s Constitution and Section 34(1) of the
Securities Industry (Central Depositories) Act 1991 (SICDA) to issue a General Meeting Record of Depositors (ROD) as at 26 May 2022. Only a depositor whose
name appears on the ROD as at 26 May 2022 shall be entitled to attend the said Meeting or appoint proxy/proxies to attend and/or vote on his/her behalf.
Kuala Lumpur
29 April 2022
(a) Agenda No. 1 is meant for discussion only as Section 340(1)(a) of the Act does Through the engagement of Willis Towers Watson (WTW) on 1 July 2021, as
not require shareholders’ approval for the Audited Financial Statements. As such, Independent Expert for 2021 Board Evaluation Assessment, the BNRC and Board
it is not put forward for voting. also considered the Board Evaluation Assessment including the Self and Peer
Assessment results of Datuk Amran Hafiz bin Affifudin, Ong Ai Lin, Dato’ Roslina
(b) Ordinary Resolutions 1 to 6 – Proposed Re-election of Directors in binti Zainal and Dato’ Sri Hasan bin Arifin, and agreed that they have met the
accordance with Clauses 64(1) and 63(2) of the Company’s Constitution Board’s expectation in terms of experience, expertise, integrity, competency,
commitment and individual contribution by continuously performing their
Clause 64(1) of the Company’s Constitution provides among others, that one- duties diligently as Company Directors.
third (1/3) of the Directors at the time being of whom have been longest in
office shall retire by rotation at the AGM of the Company and shall be eligible for The Board on 30 September 2021 approved, with the concurrence of Minister of
re-election. Finance (Incorporated), the Special Shareholder of TNB for the appointment of
Dato’ Sri Hasan bin Arifin as Chairman, Non-Independent Non-Executive Director
Clause 63(2) of the Company’s Constitution provides among others, that the with effect from 1 October 2021.
Directors shall have power at any time and from time to time to appoint any
other person to be a Director of the Company either to fill a casual vacancy or as The Board on 25 November 2021 approved, on the appointment of Datuk
an addition to the existing Directors. Any Director so appointed shall hold office Lau Beng Wei as Independent Non-Executive Director with effect from
only until the next following AGM of the Company and shall then be eligible for 1 December 2021. Subsequently the Board on 27 January 2022 had approved on
re-election. the appointment of Dato’ Merina binti Abu Tahir as Independent Non-Executive
Director with effect from 1 February 2022.
The Board with the assistance of the Board Nomination and Remuneration
Committee (BNRC) conducted an independence assessment of all Independent Pursuant to Clause 63(2) of the Company’s Constitution, Dato’ Sri Hasan bin
Directors including Ong Ai Lin, Dato’ Roslina binti Zainal and Datuk Lau Beng Arifin, Datuk Lau Beng Wei and Dato’ Merina binti Abu Tahir are standing for
Wei, and are satisfied that they have complied with the independence criteria as re-election. With their expertise/experience that they bring to the Board, shall
required by the Main Market Listing Requirements of Bursa Malaysia Securities further strengthen the Board composition and dynamics.
Berhad (MMLR) and continue to bring independent and objective judgment to
the Board deliberations. The BNRC and Board hereby recommend for the re-election of each Director who
is retiring at the 32nd AGM.
Section 230(1) of the Act stipulates among others that the fees and any benefits payable to the Directors of a listed company and its subsidiaries shall be approved at a
general meeting. As agreed by the Board, the shareholders’ approval shall be sought at the 32nd AGM on the Non-Executive Directors’ remuneration of the Company and TNB
Subsidiaries Category II and III through separate resolutions as follows:
(i) Ordinary Resolutions 7 to 16 on the payment of Non-Executive Directors’ fees for the Non-Executive Chairman and each Non-Executive Director separately from the
32nd AGM until the next AGM of the Company.
(ii) Ordinary Resolution 17 on the payment of benefits payable (excluding Non-Executive Directors’ fees) to the Non-Executive Directors from the 32nd AGM until the next
AGM of the Company.
The last increment of the Non-Executive Directors remuneration/benefits was made in 2013. The Board on 30 September 2021 has engaged WTW to undertake Non-Executive
Directors’ Remuneration Benchmarking exercise. Based on the findings, the Non-Executive Directors’ remuneration, inclusive of benefits, is generally aligned with the market
practice. It is recommended for the existing remuneration be retained and reviewed in three (3) years time.
The proposed Ordinary Resolutions 7 to 17 for the payment of Directors’ fees and benefits payable to the Non-Executive Directors of the Company from the 32nd AGM until
the conclusion of the next AGM are tabled herewith in line with the provision of the Act and Guidance 7.2 of the Malaysian Code on Corporate Governance 2021 to ensure
full disclosure.
No separate resolution for Khazanah Nasional Berhad (Khazanah) Nominee Director, Datuk Amran Hafiz bin Affifudin, in lieu of Khazanah’s waiver of Director’s fees and
meeting allowances to its Nominee Directors who are Khazanah employees. The said waiver is applicable to all Khazanah’s investee companies.
The Non-Executive Directors remuneration policy of TNB and its subsidiaries is as follows:
In determining the estimated total amount of benefits payable, the Board had considered various factors including the number of scheduled and special meetings for the
Board, Board Committees and boards of subsidiaries along with the number of Non-Executive Directors involved.
Payment of Non-Executive Directors’ benefits payable will be made by the Company and its subsidiaries on a monthly basis and/or as and when incurred, provided that the
proposed Ordinary Resolution 17 be passed at the 32nd AGM. The Board is of the view that it is fair and justifiable for the payment of benefits payable to the Non-Executive
Directors be made as and when incurred, after the Non-Executive Directors have discharged their responsibilities and rendered their services to the Company.
Details of the Directors’ Remuneration for the Financial Year ended 31 December 2021 are enumerated on page 96 of the Corporate Governance Overview Statement of this
Integrated Annual Report.
Based on the External Auditors Assessment Result for the Financial Year under review, the Board Audit Committee and Board are satisfied with the quality of service, adequacy
of resources provided, communication, independence, objectivity and professionalism demonstrated by the External Auditors in carrying out their duties. Being satisfied
with the External Auditors’ performance, the Board recommends their re-appointment for shareholders’ approval at the forthcoming AGM.
Pursuant to Paragraph 6.06 of the MMLR, any offer and issuance of shares to the director, major shareholder or chief executive and persons connected with them must be
approved by the shareholders at the general meeting stating the specific allotment.
The proposed Ordinary Resolution 19, if passed, is to empower the Directors at any time and from time to time to cause or procure the offering and the allocation to Akmal
Aziq bin Baharin, being Person Connected to Datuk Ir. Baharin bin Din, such number of TNB Shares as they shall deem fit, which will be vested to him for the remaining LTIP
period until 29 April 2025, subject to such terms and conditions of the LTIP By-Laws, which was approved at the Extraordinary General Meeting of the Company held on
18 December 2014.
Datuk Ir. Baharin bin Din and Person Connected to him will abstain from voting on Ordinary Resolution 19.
NOTES:
1. A member of a Company shall be entitled to appoint another person as his/her proxy to exercise all or any of his/her rights to attend, participate,
speak and vote at a meeting of members of the Company, in accordance with Section 334(1) of the Act.
2. Where a member is an authorised nominee as defined in accordance with the provisions of the SICDA, it may appoint up to two (2) proxies in respect
of each Securities Account it holds with ordinary shares in the Company standing to the credit of the said Securities Account.
3. A member entitled to participate and vote at the Meeting is entitled to appoint not more than two (2) proxies to participate and vote on his/her
behalf. Where a member appoints two (2) proxies, the appointments shall be invalid unless the proportion of the shareholdings to be represented
by each proxy is specified.
4. The instrument appointing a proxy/Proxy Form shall be in writing under the hand of the appointer or of his attorney duly appointed under a power
of attorney. Where the instrument appointing a proxy/Proxy Form is executed by a corporation, it shall be executed either under its common seal or
under the hand of any officer or attorney duly appointed under a power of attorney.
5. A corporation which is a member may by resolution of its Directors or other governing body authorise such person as it thinks fit to act as its
representative at the Meeting in accordance with Clause 51 of the Company’s Constitution.
6. Duly completed Proxy Form must be deposited at Boardroom Share Registrars Sdn. Bhd., 11th Floor, Menara Symphony, No. 5, Jalan Prof. Khoo Kay
Kim, Seksyen 13, 46200 Petaling Jaya, Selangor Darul Ehsan, Malaysia not less than 48 hours before the time appointed for the taking of the poll or
no later than 31 May 2022 at 12.00 p.m.
7. Alternatively, you may lodge the Proxy Form online via the Boardroom Smart Portal at https://investor.boardroomlimited.com or by email to
bsr.helpdesk@boardroomlimited.com before the abovementioned cut-off time. For further details on proxy lodgement, kindly refer to the
Administrative Details of 32nd AGM.
8. Pursuant to Paragraph 8.29A(1) of the MMLR, voting at the 32nd AGM of the Company will be conducted by poll.
The Directors who are retiring by rotation in accordance with Clause 64(1) of The profiles of the retiring Directors are set out in Board of Directors’ Profile on
the Company’s Constitution and seeking for re-election: pages 59 to 71 of this Integrated Annual Report.
(i) Datuk Amran Hafiz bin Affifudin Save for Dato’ Roslina binti Zainal who holds 18,400 ordinary shares in the
(ii) Ong Ai Lin Company, none of the above Directors has any interest in the securities of the
(iii) Dato’ Roslina binti Zainal Company or its Subsidiaries.
The Directors who were appointed to the Board and are retiring in accordance
with Clause 63(2) of the Company’s Constitution and seeking for re-election:
– –
I/We,______________________________________________________________________________________________________________________________________________________
(FULL NAME OF SHAREHOLDER AS PER NRIC/CERTIFICATE OF INCORPORATION IN CAPITAL LETTERS)
__________________________________________________________________________________________________________________________________________________________
(FULL ADDRESS)
FULL NAME OF PROXY AS PER NRIC IN CAPITAL LETTERS NO. OF SHARES PERCENTAGE (%)
Proxy
1 or failing him/her
NRIC No./Passport No.:
Proxy
2 or failing him/her
NRIC No./Passport No.:
TOTAL 100%
*the Chairman of the Meeting, as my/our proxy, to attend and vote for me/us and on my/our behalf at the 32ND ANNUAL GENERAL MEETING (32nd AGM) of
TENAGA NASIONAL BERHAD (“TNB” or “the Company”) to be held virtually via Remote Participation and Voting (RPV) at Dewan Seminar, Kompleks Balai Islam An-Nur, Ibu Pejabat
Tenaga Nasional Berhad, No. 129, Jalan Bangsar, 59200 Kuala Lumpur, Malaysia (the Broadcast Venue) on THURSDAY, 2 JUNE 2022 at 10.00 a.m., and/or at any adjournment thereof.
ORDINARY BUSINESS
Re-election of the following Directors who retire in accordance with Clause 64(1) of the Company’s Constitution:
Re-election of the following Directors who retire in accordance with Clause 63(2) of the Company’s Constitution:
Approval for payment of the following Non-Executive Directors’ fees from the 32 AGM until the next Annual General Meeting (AGM) of the Company:
nd
7. (i) Director’s fee of RM30,000.00 per month for Dato’ Sri Hasan bin Arifin, Non-Executive Chairman ORDINARY RESOLUTION 7
(ii) Director’s fee of RM7,000.00 and RM5,000.00 per month for TNB Subsidiaries Category II and III
respectively to Dato’ Sri Hasan bin Arifin, Non-Executive Chairman
8. (iii) Director’s fee of RM20,000.00 per month for the following Non-Executive Directors:
a. Datuk Seri Asri bin Hamidin @ Hamidon ORDINARY RESOLUTION 8
b. Juniwati Rahmat Hussin ORDINARY RESOLUTION 9
c. Gopala Krishnan K.Sundaram ORDINARY RESOLUTION 10
d. Ong Ai Lin ORDINARY RESOLUTION 11
e. Dato’ Roslina binti Zainal ORDINARY RESOLUTION 12
f. Dato’ Ir. Nawawi bin Ahmad ORDINARY RESOLUTION 13
g. Datuk Rawisandran a/l Narayanan ORDINARY RESOLUTION 14
h. Datuk Lau Beng Wei ORDINARY RESOLUTION 15
i. Dato’ Merina binti Abu Tahir ORDINARY RESOLUTION 16
9. Approval for payment of benefits payable to the Non-Executive Directors (excluding Non-Executive Directors’ ORDINARY RESOLUTION 17
fees) from the 32nd AGM until the next AGM of the Company
10. Re-appointment of Messrs PricewaterhouseCoopers PLT as Auditors of the Company and to authorise the ORDINARY RESOLUTION 18
Directors to fix their remuneration
SPECIAL BUSINESS
11. Proposed Grant and Allotment of Shares to Akmal Aziq bin Baharin ORDINARY RESOLUTION 19
Please indicate with an “X” in the box provided for each Resolution as how you wish your votes to be cast. If no voting instruction is given, the proxy(ies) is/are hereby authorised to vote or
abstain from voting at his/her/their discretion.
*If you do not wish to appoint the Chairman of the Meeting as your proxy/one (1) of your proxies, please strike out the word “the Chairman of the Meeting” and insert the name(s) of the
proxy(ies) you wish to appoint in the blank spaces provided.
1. A member of a Company shall be entitled to appoint another person as his/her proxy to exercise all or any of his/her rights to attend, participate, speak and vote at a meeting of members of the
Company, in accordance with Section 334(1) of the Companies Act 2016.
2. Only members whose names appear in the General Meeting Record of Depositors as at 26 May 2022 shall be entitled to attend the Meeting or appoint proxy(ies) to attend and/or vote on their
behalf.
3. Where a member is an authorised nominee as defined in accordance with the provisions of the Securities Industry (Central Depositories) Act 1991, it may appoint up to two (2) proxies in respect
of each Securities Account it holds with ordinary shares in the Company standing to the credit of the said Securities Account.
4. A member entitled to participate and vote at the Meeting is entitled to appoint not more than two (2) proxies to participate and vote on his/her behalf. Where a member appoints two (2) proxies,
the appointments shall be invalid unless the proportion of the shareholdings to be represented by each proxy is specified.
5. The instrument appointing a proxy/Proxy Form shall be in writing under the hand of the appointer or of his attorney duly appointed under a power of attorney. Where the instrument appointing
a proxy/Proxy Form is executed by a corporation, it shall be executed either under its common seal or under the hand of any officer or attorney duly appointed under a power of attorney.
6. A corporation which is a member may by resolution of its Directors or other governing body authorise such person as it thinks fit to act as its representative at the Meeting in accordance with
Clause 51 of the Company’s Constitution.
7. The Proxy Form may be downloaded from the website at www.tnb.com.my. Duly completed Proxy Form must be deposited at Boardroom Share Registrars Sdn. Bhd., 11th Floor, Menara Symphony,
No. 5, Jalan Prof. Khoo Kay Kim, Seksyen 13, 46200 Petaling Jaya, Selangor Darul Ehsan, Malaysia not less than 48 hours before the time appointed for the taking of the poll or no later than 31 May
2022 at 12.00 p.m.
8. Alternatively, you may lodge the Proxy Form online via the Boardroom Smart Portal at https://investor.boardroomlimited.com or by email to bsr.helpdesk@boardroomlimited.com before the
abovementioned cut-off time. For further details on proxy lodgement, kindly refer to the Administrative Details of 32nd AGM.
9. Pursuant to Paragraph 8.29A(1) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, voting at the Meeting will be conducted by poll.
1. Fold Here
AFFIX
STAMP