KEEPING THE LIGHTS ON YOU SEE Tenaga Nasional Berhad www.tnb.com.my No. 129, Jalan Bangsar, 59200 Kuala Lumpur Tel: 603 2180 4582 Fax: 603 2180 4589 Email: [email protected] Annual Report Annual 2012 Tenaga Nasional Berhad Tenaga 200866-W annual report 2012 WE SEE... OUR COMMITMENT TO THE NATION >OH[ `V\ ZLL PZ Q\Z[ VUL ZTHSS WPLJL VM [OL IPN WPJ[\YL 6\Y YVSL PZ [V WYV]PKL TPSSPVUZ VM 4HSH`ZPHUZ ^P[O HMMVYKHISL YLSPHISL LMMPJPLU[ HUK \UPU[LYY\W[LK HJJLZZ [V LSLJ[YPJP[` -YVT WV^LYPUN [OL UH[PVU»Z HKTPUPZ[YH[P]L JHWP[HS [V SPNO[PUN \W OV\ZLOVSKZ HUK LTWV^LYPUN HSS ZLJ[VYZ VM [OL LJVUVT` ^L OH]L OLSWLK YHPZL [OL X\HSP[` VM SPML PU [OL JV\U[Y` HUK ZW\Y [OL UH[PVU»Z WYVNYLZZ V]LY [OL `LHYZ 4VYL [OHU Q\Z[ SPNO[PUN \W OVTLZ HUK Z[YLL[Z ;5) PZ JVTTP[[LK [V LUZ\YPUN [OH[ L]LY` 4HSH`ZPHU PZ HISL [V LUQV` [OL ILULMP[Z VM LSLJ[YPJP[` LHJO HUK L]LY` KH` VM [OL `LHY I` RLLWPUN [OL SPNO[Z VU KEEPING THE LIGHTS ON INSIDEwhat’s TO BE AMONG THE LEADING VISION CORPORATIONS IN ENERGY AND RELATED BUSINESSES 4 Notice of the 22nd Annual General Meeting 7 Appendix I 9 Statement Accompanying Notice GLOBALLY of the 22nd Annual General Meeting 10 Financial Calendar 11 Investor Relations 14 Share Performance WE ARE 15 Facts at a Glance 16 Chairman’s Letter to Shareholders COMMITTED TO 22 President/CEO’s Review 33 Key Highlights 34 Key Financial Highlights EXCELLENCE 35 Five-Year Group Financial Summary MISSION IN OUR 36 Five-Year Group Growth Summary PRODUCTS AND SERVICES KEEPING THE LIGHTS ON Corporate Framework Operations Review 40 About Us 135 Core Businesses 42 Corporate Information 136 Generation 1 44 Group Corporate Structure 142 Transmission 5 46 Organisational Structure 146 Distribution 47 Awards & Recognition 153 Non-Core Businesses 51 Key Past Awards 154 New Business & Major Projects 54 Media Highlights 160 Group Finance 56 Calendar of Events 163 Planning 62 Milestones Over 60 Years 168 Corporate Affairs & Services 175 Procurement Performance Review Other Services 179 Sabah Electricity Sdn. Bhd. 72 Simplified Group Statement of 184 Legal Services Department Financial Position 186 Productivity and Quality 2 73 Group Quarterly Financial Performance Management (PQM) 74 Statement of Value Added 188 National Grid 75 Distribution of Value Added 76 FY2012 Core Revenue 77 Operational Statistics Key Initiatives 78 Group Financial Review 192 Towards Greater Innovation 196 Human Capital Development Leadership Towards Business Expansion 6 200 Occupational Safety and Health 82 Board of Directors 202 Commitment to the Environment 84 Profile of Directors 206 Corporate Social Responsibility 3 90 Group Executive Council Committee – GECC Financial Statements 91 Energy Supply Committee – ESC 92 Group Executive Management 217 Financial Statements Committee – GEMC 94 Profile of Management Team Other Information 7 Accountability 368 Analysis of Shareholdings 371 Net Book Value of Land & Buildings 102 Statement of Corporate Governance 372 Group Directory 116 Statement of Internal Control 4 120 Board Audit Committee Report Proxy Form 123 Statement on Internal Audit Function 125 Terms of Reference of The Board Audit Committee 129 Enterprise Wide Risk Management (EWRM) Annual Report 2012 TENAGA NASIONAL BERHAD (200866-W) 4 Notice of the nd 22 Annual General Meeting NOTICE IS HEREBY GIVEN THAT (ii) Dato’ Abd Manaf bin Hashim 8. Proposed Offer and Grant of Options Ordinary Resolution 5 to Datuk Wira Ir. Azman bin Mohd. the Twenty-Second Annual (iii) Datuk Wira Ir. Azman bin Mohd “THAT the Board be and is hereby General Meeting (“22nd AGM”) Ordinary Resolution 6 authorised to, at any time and from time to time, offer and grant to Datuk of Tenaga Nasional Berhad 5. To re-appoint the following Directors Wira Ir. Azman bin Mohd, President/ (“TNB”) will be held on Tuesday, who retire in accordance with Section Chief Executive Officer of TNB, options 129 (6) of the Companies Act, 1965 pursuant to ESOS II to subscribe for up 18 December 2012 at 10.00 (“Act”) to hold office until the to 1,200,000 TNB Shares subject always a.m. at Dewan Serbaguna, conclusion of the next Annual General to such terms, conditions and/or any Meeting (“AGM”): adjustments which may be made under the provisions of the Bye-Laws Kompleks Sukan TNB, Jalan (i) Tan Sri Leo Moggie of ESOS II as approved at the EGM of Ordinary Resolution 7 Pantai Baru, 59200 Kuala the Company held on 29 May 2003.” Lumpur to transact the (ii) Tan Sri Dato’ Seri Siti Norma Ordinary Resolution 11 binti Yaakob following businesses: Ordinary Resolution 8 9. Proposed renewal of authority for the purchase by the Company of its own 6. To re-appoint Messrs shares. PricewaterhouseCoopers, having “THAT subject to compliance with the consented to act as Auditors of AS ORDINARY BUSINESS: Act, the Company’s Memorandum and the Company, to hold office until Articles of Association, the Main the conclusion of the next AGM 1. To receive the Audited Financial Market Listing Requirements of Bursa and to authorise the Directors to fix Statements for the Financial Year Malaysia Securities Berhad (“MMLR”) their remuneration. ended 31 August 2012 together with and all other applicable laws, Ordinary Resolution 9 the Reports of the Directors and guidelines, rules and regulations for Auditors thereon. the time being in force or as may be Ordinary Resolution 1 amended from time to time, and the AS SPECIAL BUSINESS: approvals from all relevant authorities, 2. To approve the declaration of a final To consider and if thought fit, to pass the the Company be and is hereby single-tier dividend of 15.0 sen per following Resolutions: authorised to purchase such amount ordinary share for the Financial Year of ordinary shares of RM1.00 each in ended 31 August 2012. 7. Specific authority for the Directors to the Company’s issued and paid-up Ordinary Resolution 2 issue shares pursuant to the TNB share capital through Bursa Malaysia Employees’ Share Option Scheme II Securities Berhad (“BMSB”) upon such 3. To approve the payment of Directors’ (“ESOS II”). terms and conditions as the Directors fees of RM1,140,000.00 for the of the Company (“Board”) may deem Financial Year ended 31 August 2012. “THAT pursuant to ESOS II as approved fit and expedient in the interest of the Ordinary Resolution 3 at the Extraordinary General Meeting Company provided that: (“EGM”) of the Company held on 29 4. To re-elect the following Directors May 2003, approval be and is hereby (a) the aggregate number of shares who retire in accordance with Article given to the Directors to issue shares purchased pursuant to this 135 of the Company’s Articles of in the Company at any time and in resolution shall not exceed 10% Association: accordance with the terms and of the total issued and paid-up conditions of the said scheme.” (i) Dato’ Fuad bin Jaafar share capital of the Company Ordinary Resolution 10 Ordinary Resolution 4 (“Proposed Share Buy-Back”); Annual Report 2012 KEEPING THE LIGHTS ON 5 Notice of the 22nd Annual General Meeting (b) the maximum amount of funds “AND THAT the Board be and is hereby Act 1991 (“SICDA”) to issue a General to be utilised for the purpose of authorised to take such steps to give Meeting Record of Depositors (“ROD”) as at the Proposed Share Buy-Back full effect to the Proposed Share Buy- 11 December 2012. Only a depositor whose shall not exceed the Company’s Back with full power to assent to any name appears on the ROD as at aggregate retained profits and/or conditions, modifications, variations 11 December 2012 shall be entitled to share premium account at the and/or amendments as may be attend the said meeting or appoint proxy/ time of purchase be allocated by imposed by the relevant authorities proxies to attend and/or vote on his/ the Company for the Proposed and/or to do all such acts and things as her behalf. Share Buy-Back; the Board may deem fit and expedient in the best interest of the Company.” (c) the authority conferred by this Ordinary Resolution 12 NOTICE ON ENTITLEMENT AND PAYMENT resolution shall commence OF FINAL DIVIDEND immediately upon the passing of 10. Proposed Amendments to the Articles NOTICE IS ALSO HEREBY GIVEN THAT this resolution and shall continue of Association of the Company. subject to the approval of Members at to be in force until: “THAT, subject to the approval of any the 22nd AGM to be held on 18 December other parties, if required, the Articles 2012, a final single-tier dividend of (i) the conclusion of the next of Association of the Company be 15.0 sen per ordinary share for the AGM of the Company at altered, modified, added and/or Financial Year ended 31 August 2012 will which time the authority deleted, as the case may be, in the be paid on 28 December 2012 to shall lapse unless by an form and manner as set out in the Depositors whose names appear in the ordinary resolution passed Appendix I of the 2012 Annual Report ROD on 19 December 2012. by the shareholders of (“Proposed Amendments”). the Company in a general FURTHER NOTICE IS HEREBY GIVEN THAT meeting, the authority AND THAT the Board be and is hereby a Depositor shall qualify for entitlement to is renewed either authorised to do all such acts, deeds the dividend only in respect of: unconditionally or subject and things as deemed necessary and/ to conditions; (a) shares transferred into the Depositor’s or expedient in order to give full effect securities account before 4.00 p.m.