AR041

noticeoffourteenth
ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT the Fourteenth Annual General Meeting of Tenaga
Nasional Berhad will be held at Dewan Serbaguna, Kompleks Sukan TNB, Jalan Pantai Baru,
59200 Kuala Lumpur on Thursday, 23 December 2004, at 10.00 am for the following
purposes:
AS ORDINARY BUSINESSES:-
1. To receive the Directors’ Report and Audited Financial Statements for the Financial Year ended
31 August 2004 and the Auditors Report thereon.
Resolution 1
2. To approve the declaration of a final gross dividend of 10.0 sen per share and special gross dividend
of 4.0 sen per share less income tax of 28% in respect of the Financial Year ended 31 August 2004.
Resolution 2
3. To approve the Directors’ fees for the Financial Year ended 31 August 2004.
Resolution 3
4. To re-elect as Director, Tan Sri Dato’ Hari Narayanan a/l Govindasamy, who retires in accordance with
Article 135 of the Company’s Articles of Association and being eligible, offers himself for re-election.
Resolution 4
5. To re-elect as Directors, the following Directors who retire in accordance with Article 133 of the
Company’s Articles of Association and being eligible, offer themselves for re-election:-
(i) Datuk Amar Leo Moggie; Resolution 5
(ii) Dato’ Azman bin Mokhtar; Resolution 6
(iii) Datuk Mohd Zaid bin Ibrahim; Resolution 7
(iv) Dato’ Che Khalib bin Mohamad Noh; Resolution 8
(v) Dato’ Abdul Rahim bin Mokti; Resolution 9
6. To re-appoint Messrs PricewaterhouseCoopers as Auditors of the Company and to authorise the

Directors to fix their remuneration.
Resolution 10
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TNB illuminating life
AS SPECIAL BUSINESSES:- 8. To consider and if thought fit, to pass the following

7. To consider and if thought fit, to pass the Ordinary Resolutions:-
following Ordinary Resolutions on issuance of Proposed Renewal Of Shareholders’ Mandate
shares, with or without any modification:- And Proposed New Shareholders’ Mandate
i. Specific Authority for the Directors to For Recurrent Related Party Transaction
issue Shares pursuant to the Employees’ (RRPT) Of A Revenue Or Trading Nature Which
Share Option Scheme Are In The Ordinary Course Of Business
Resolution 11 Involving The Following Parties:-
“THAT pursuant to the Tenaga Nasional i. YTL POWER INTERNATIONAL BERHAD;

Berhad Employees’ Share Option Scheme II Resolution 13
(ESOS II) as approved at the Extraordinary ii. RANHILL POWER BERHAD;
General Meeting (EGM) of the Company (formerly known as EPE Power Corporation
held on 29 May 2003, approval be and is Berhad)
hereby given to the Directors pursuant to Resolution 14
Section 132D of the Companies Act, 1965,
to issue shares in the Company at any time iii. EDARAN OTOMOBIL NASIONAL
and in accordance with the terms and BERHAD;
conditions of the said scheme.” Resolution 15
iv. PETRONAS GAS BERHAD;

ii. General Authority for the Directors to Resolution 16
issue shares pursuant to Section 132D,
Companies Act, 1965 v. PETRONAS DAGANGAN BERHAD;
Resolution 12 Resolution 17
“THAT pursuant to Section 132D of the vi. MALAYSIA INTERNATIONAL SHIPPING

Companies Act, 1965, full authority is CORPORATION BERHAD;
hereby given to the Directors to issue Resolution 18
shares in the capital of the Company at any vii. PETRONAS CARIGALI SDN BHD;
time until the conclusion of the next Annual Resolution 19
General Meeting (AGM) and upon such
terms and conditions and for such purposes viii. MISC TRUCKING & WAREHOUSING
as the Directors may, in their absolute SDN BHD;
discretion, deem fit provided that the Resolution 20
aggregate number of shares to be issued ix. GAS DISTRICT COOLING SDN BHD;
pursuant to this Resolution does not exceed Resolution 21
10 per cent (%) of the issued share capital
of the Company for the time being, subject x. POLYETHYLENE MALAYSIA SDN BHD
to the provision of the Companies Act, 1965, Resolution 22
Articles of Association of the Company and
approval from Bursa Malaysia Securities
Berhad and all the relevant regulatory
bodies where such approval is necessary.”
THAT pursuant to paragraph 10.09 of the Bursa AND THAT such authority conferred by the
Malaysia Securities Berhad Listing Requirements:- above mandate and the renewed mandate shall
continue to be in force until:-
(a) the mandate granted by the shareholders of
the Company at the AGM of the Company i. the conclusion of the Fifteenth AGM of the
held on 23 December 2003 be and is Company following the forthcoming
hereby renewed; and Fourteenth AGM at which the Proposed
Renewal of Shareholders Mandate for RRPT
(b) the proposed new shareholders’ mandate
is approved, at which time it will lapse,
be and is hereby given;
unless by a resolution passed at the
Fifteenth AGM the mandate is renewed; or
to authorise the Company and its subsidiaries
(the Group) to enter into the specified recurrent ii. the expiration of the period within which the
transactions with the specified classes of the Fifteenth AGM after that date is required to
related parties aforementioned, which are be held pursuant to Section 143(1) of the
necessary for the Group’s day to day operations Act (but shall not extend to such extension
as set out in Appendix A of the Circular to as may be allowed pursuant to Section
Shareholders dated 1 December 2004, subject to 143(2) of the Act); or
the following terms:-
iii. revoked or varied by resolution passed by
i. the transaction are in the ordinary course of the shareholders in the general meeting
business and are on terms not more whichever is the earlier.
favourable to the related parties than those
generally available to the public and are not AND THAT the Directors of the Company be and
to the detriment of the minority shareholders; is hereby authorised to complete and do all such
and acts and things as they may consider expedient
or necessary to give effect to the Proposed
ii. disclosure of the aggregate value of
Renewal of Shareholders’ Mandate and Proposed
transactions pursuant to the Proposed
New Shareholders’ Mandate.”
Renewal of Shareholders Mandate for RRPT
conducted during a Financial Year will be
9. To transact any other business of which due
made in the annual report for the said
notice shall have been given in accordance with
Financial Year.
the Companies Act, 1965.
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NOTICE OF BOOK CLOSURE AND DIVIDEND PAYMENT

NOTICE IS HEREBY GIVEN THAT the Register of Members of the Company will be closed from 29 December 2004 to 2 January
2005 (both dates inclusive) for the purpose of determining shareholders’ entitlement to the dividend. The dividend, if approved by
Members at the Fourteenth AGM, will be paid on 24 January 2005.
A Depositor with Bursa Malaysia Depository Sdn Bhd shall qualify for entitlement to the dividend only in respect of:
a. Shares deposited into the Depositor’s securities account before 12.30 pm on 24 December 2004 in respect of shares which
are exempted from mandatory deposit;
b. Shares transferred into the Depositor’s securities account before 4.00 pm on 28 December 2004 in respect of ordinary
transfers; and
c. Shares bought on the Bursa Malaysia Securities Berhad on a cum entitlement basis according to the rules of Bursa Malaysia
Securities Berhad.
BY ORDER OF THE BOARD,
ZAINAL ABIDIN BIN YUNUS (LS 0008338)

NOR ZAKIAH BINTI ABDUL GHANI (LS 0008795)
Company Secretaries
Kuala Lumpur, Malaysia

1 December 2004
Notes:- EXPLANATORY NOTES ON SPECIAL BUSINESSES

Registration of Members/Proxies
(i) Resolution 11: The Proposed Ordinary Resolution, if passed,
Registration of Members/Proxies attending the Meeting will commence from
will empower the Directors to issue shares in the Company
8.00 am on the day of the Meeting. Members/Proxies are required to produce
pursuant to the terms and conditions of the ESOS II which
identification documents for registration.
was approved at the EGM of the Company held on 29 May
2003.
Proxy
Any Member entitled to attend and vote at this Meeting is entitled to appoint
(ii) Resolution 12: Power to issue shares pursuant to Section
another person or persons (whether a Member or not) as his proxy, or by a
132D, Companies Act, 1965.
duly authorised representative for the particular case to attend and vote in his
stead. A proxy need not be a Member of the Company. The instrument The proposed Ordinary Resolution, if passed, is to give the
appointing a proxy shall be in writing under the hand of the appointer or of his Directors of the Company flexibility to issue and allot shares
corporation, either under its common seal or under the hand of an officer or for such purposes as the Directors in their absolute discretion
attorney duly appointed under a power of attorney. The Form of Proxy must consider to be in the interest of the Company, without having
be deposited at the Registered Office, First Floor, Headquarters Tenaga to convene a general meeting. This authority will expire at the
Nasional Berhad, 129 Jalan Bangsar, 59200 Kuala Lumpur not less than forty- next AGM of the Company.
eight (48) hours before the time fixed for holding the Meeting and any
adjournment thereof. (iii) Resolutions 13 to 22: Details on the Proposed Renewal Of
Shareholders’ Mandate and Proposed New Shareholders’
Additional Information on Resolutions 4 to 9 Mandate For RRPT Of A Revenue Or Trading Nature Which
Additional Information on the Particulars of the retiring Directors, as required Are In The Ordinary Course Of Business as mentioned above
under Appendix 8A of the Bursa Malaysia Listing Requirements detailed out in are set out in the Circular to Shareholders dated 1 December
the Annual Report. 2004.
statementaccompanying
NOTICE OF ANNUAL GENERAL MEETING
PURSUANT TO PARAGRAPH 8.28(2) OF THE LISTING REQUIREMENTS OF BURSA MALAYSIA SECURITIES BERHAD
1. THE DIRECTORS WHO ARE STANDING FOR RE-ELECTION AT THE 14TH ANNUAL GENERAL MEETING OF THE COMPANY
(a) Director retiring pursuant to Article 135 of the Articles of Association:-
• Tan Sri Dato’ Hari Narayanan a/l Govindasamy
(b) Directors retiring pursuant to Article 133 of the Articles of Association:-

• Datuk Amar Leo Moggie
• Dato’ Azman bin Mokhtar
• Datuk Mohd Zaid bin Ibrahim
• Dato’ Che Khalib bin Mohamad Noh
• Dato’ Abdul Rahim bin Mokti
Further details of the six (6) Directors seeking re-election are set out in their respective profile which appear in the Directors’
profiles on pages 32 to 42 of this Annual Report.
2. BOARD MEETINGS HELD IN THE FINANCIAL YEAR ENDED 31 AUGUST 2004

(a) A total of nineteen (19) Board meetings were held in the financial year ended 31 August 2004 as follows:-
No. Meeting Date of Board Meetings Time
1. 4 September 2003 2.30 pm

2. 22 September 2003 2.30 pm
3. 28 October 2003 11.00 am
4. 13 November 2003 3.00 pm
5. 23 December 2003 9.00 am
6. 20 January 2004 10.30 am
7. 27 January 2004 10.00 am
8. 25 February 2004 10.30 am
9. 8 March 2004 2.30 pm
10. 30 March 2004 11.00 am
11. 14 April 2004 9.30 am
12. 27 April 2004 11.00 am
13. 29 May 2004 8.45 am
14. 14 June 2004 11.00 am
15. 28 June 2004 11.30 am
16. 7 July 2004 10.00 am
17. 27 July 2004 12.30 pm
18. 5 August 2004 10.30 am
19. 27 August 2004 9.00 am
Except for Board Meeting no. 9 which was held at Bilik Mesyuarat, Aras 9, Wisma TNB, Jalan Tok Hakim, 15000 Kota Bharu,
Kelantan Darul Naim, all the other Board Meetings were held at Bilik Kapar, 11th Floor, Tenaga Nasional Berhad Headquarters,
129, Jalan Bangsar, 59200 Kuala Lumpur.
(b) Details of attendance of Directors at the said Board Meetings are featured in the Statement of Corporate Governance
set out in page 12.
page 8
page 9
STATEMENT OF
corporategovernance
Tenaga Nasional Berhad (TNB or the Company) conforms to the underlying principles and
best practices of good corporate governance as embodied in the Malaysian Code on
Corporate Governance, whilst continuously observes other global best practices notably the
Combined Code of United Kingdom. TNB recognises the value of corporate governance as
an organisational competitive advantage which goes beyond regulatory compliance.
TNB has a long established set of structures, systems and processes which provide a conducive
setting for the cultivation of good corporate governance culture. In upholding good corporate
governance practices which include periodic assessment and refinement of policies, frameworks,
procedures and controls in TNB, the financial year under review saw the refinement and
institutionalisation of the following systems, policies and procedures:-
(a) Enterprise Wide Risk Management Policy covering Enterprise Wide Risk Management System
(see page 110 for details);
(b) Enterprise Human Resource Management System (see page 117 for details);
(c) Enterprise Resource Management System (see page 114 for details);
(d) Performance Management System (see page 117 for details);
(e) Group Procurement Policy and Procedures (see page 114 for details);
(f) Specialist Career Path Scheme (see page 117 for details).
Such initiatives ensure that business processes and systems in TNB are geared towards transparency,
integrity, accountability and efficiency in business practices. These initiatives complement the Shared
Values on Integrity, Customer Focus, Business Excellence and Caring which provide strong foundation
towards organisational excellence.
The Board of Directors of TNB is pleased to report to shareholders on the manner the Company has
applied the Principles and adopted the best practices provisions laid down in the Code. These ensure
that the highest standards of corporate governance are practiced throughout the Group along the
benchmark of Best Practices in Corporate Governance as set out in Part 2 of the Code and other
recognised global standards.
(A) THE BOARD OF DIRECTORS The Independent Non-Executive Directors are independent of
At the pinnacle of corporate governance is the Board of Management and free from any business relationship which
Directors with its collective responsibility in leading and could materially interfere with the exercise of their independent
directing the company’s affairs, as an effective decision- judgement. The presence of three (3) Independent Directors
making body. The Board is accountable to shareholders for confer a strong independent element on the Board. The
the performance and activities of the Company so that such Board has identified and appointed Dato’ Lau Yin Pin as the
are undertaken in the best interest of shareholders. The Senior Independent Non-Executive Director of the Board to
Board operates within a robust set of governance as set out whom any concerns on the Company may be conveyed.
below:-
Roles and Responsibilities
Composition of the Board
The Board provides direction and effective control of the
The Board of Directors of TNB consists of eight (8) members Company. The Board has adopted the six primary
comprising One (1) Non Executive Chairman, One (1) Executive responsibilities outlined in the Code namely:-
Director and Six (6) Non-Executive Directors. The strength of
TNB Board lies in the wide range of expertise and experience (a) Determining the strategic plan for the Company;
brought to the Board by members of diverse background in (b) Overseeing the conduct of the Company’s businesses;
business, financial, legal and technical as well as management,
(c) Identifying and managing risks affecting the Company;
public administration and policy making. A brief profile of
each Director is set out on pages 32 to 42 of this Annual (d) Reviewing adequacy and integrity of the Company’s
Report. internal control systems;
(e) Implementing succession planning for timely succession
Appointment to the Board of management within the Company;
Board Nomination and Remuneration Committee selects and (f) Maintaining effective communication with shareholders
proposes to the Board suitable candidate for appointment as and investors.
Director in TNB and its subsidiary companies. Appointment to
the Board of TNB is made either by the Special Shareholder There is a clear division of responsibility between the Board
pursuant to Article 5(2) of the Company’s Memorandum and and the Management thus promoting a balance of power and
Articles of Association or by the Board of Directors pursuant authority. The roles of Chairman of the Board and the
to Article 133 of the Company’s Memorandum and Articles of President/Chief Executive Officer are therefore separate and
Association. distinct.
Board Balance and Independence The Chairman provides coherent leadership and assumes
The Board is assured of a balanced and independent view at responsibility for the effective running of the Board as well as
all Board deliberations largely due to the presence of its non- represents the Board to the Shareholders.
executive directors who form a majority of the Board.
The President/Chief Executive Officer, supported by his
The requirement of the Code for a Board balance is fulfilled team of management through the Group Executive Council,
with the Independent Directors forming one third of the Group Management Committee, Group Management Tender
Board. The classification for independence is in accordance Committee and Energy Supply Committee are responsible for
with paragraph 1.01 (Definition and Interpretations) of the the running of the business as a whole.
Bursa Malaysia Listing Requirements.
page 10
page 11
Board effectiveness is further enhanced by the strength of relationship between the Board and the
Management. The Board has initiated a formal platform outside the boardroom so as to provide the
Management with further guidance on the effective implementation and execution of board decisions.
Operation of the Board

The Board has delegated certain responsibilities to Board Committees which operate within clearly
defined Terms of References. There are five (5) Board Committees to assist the Board on which the
Committees deliberate the issues on a broad and in depth basis before putting up any
recommendation to the Board.
A diagram outlining the main Committees involved in the decision making process is set out below:-
TNB BOARD OF DIRECTORS
Board Committees Management Committees
Group Executive
Board Audit Committee
Council
Board Finance and Investment Board Nomination and

Committee Remuneration Committee Group Management Energy Supply Group Management
Committee Committee Tender Committees
Board Disciplinary
Board Tender Committee
Committee
The Board Meetings

During the financial year ended 31 August 2004, nineteen (19) Board meetings were convened to
deliberate and consider a variety of significant matters including review on quarterly financial
statements, overall performance of the Company and the subsidiary companies, budget, risk
assessment, debt restructuring and other corporate proposals such as divestment exercise as well as
other related business matters that require their deliberation and due approval.
The proceedings and resolutions passed at each Board meeting are minuted and kept in the statutory
register at the registered office of the Company.
Attendance Details of Board Members
Dedication and high degree of commitment given by all members of the Board are evident from the
attendance record which well surpassed the 50% attendance requirement of the Bursa Malaysia
Securities Berhad.
Directors Meeting
Attendance
Datuk Amar Leo Moggie (Chairman) (Appointed w.e.f. 12 April 2004) 9/9
Dato’ Lau Yin Pin @ Lau Yen Beng 16/19
Tan Sri Dato’ Hari Narayanan a/l Govindasamy 14/19
Dato’ Zainal Abidin bin Putih 16/19
Dato’ Che Khalib bin Mohamad Noh (Appointed w.e.f. 1 July 2004) 4/4
Datuk Mohd Zaid bin Ibrahim (Appointed w.e.f. 15 June 2004) 3/5
Dato’ Azman bin Mokhtar (Appointed w.e.f. 15 June 2004) 4/5
Dato’ Abdul Rahim bin Mokti

(Appointed w.e.f. 4 November 2004)
Zalekha binti Hassan (Alternate Director to Dato’ Abdul Rahim bin Mokti) Not
(Appointed w.e.f. 4 November 2004) Applicable
Dato’ Dr. Awang Adek bin Hussin (Resigned w.e.f. 31 March 2004) 10/10
Datuk Dr. Halim bin Shafie (Resigned w.e.f. 7 June 2004) 11/13
Dato’ Syed Hamzah bin Syed Othman (Alternate Director to Datuk Dr. Halim bin
Shafie attended 2 Board Meetings) (Resigned w.e.f. 7 June 2004)
Raja Dato’ Zaharaton binti Raja Zainal Abidin

(Appointed w.e.f. 8 March 2004 and Resigned w.e.f. 7 June 2004) 3/5
Datuk Zainun Aishah binti Ahmad (Resigned w.e.f. 7 June 2004) 13/13
Dato’ Shaziman bin Abu Mansor (Resigned w.e.f. 31 March 2004) 7/10
Dato’ Pian bin Sukro (Resigned w.e.f. 1 July 2004) 13/15
Datin Paduka Hajjah Seripah Noli binti Syed Hussin (Resigned w.e.f. 31 March 2004) 7/10
Ng Lip Yong @ Ng Lip Sat (Resigned w.e.f. 31 March 2004) 9/10
Datuk Iskandar Dzakurnain bin Badarudin (Resigned w.e.f. 21 December 2003) 3/4
Raja Dato’ Zaharaton binti Raja Zainal Abidin (Alternate Director to
Datuk Iskandar Dzakurnain bin Badarudin) (Resigned w.e.f. 21 December 2003)
Datin Husniarti binti Tamin (Resigned w.e.f. 31 October 2004) 19/19

Dato’ Kamariah binti Hussain (Alternate Director to Datin Husniarti binti Tamin)
(Resigned w.e.f. 31 October 2004)
page 12
page 13
Supply of Information to the Board Continuing Professional Development

The Board has full and unrestricted access to all information All Directors are provided with appropriate professional
pertaining to the Group’s business and affairs. development training to enhance their business acumen and
professionalism in discharging their fiduciary duties to the
Prior to each Board meeting, papers on specific subjects are Company. Apart from attending Mandatory Accreditation
sent to the Directors in advance so that time at Board Programme and Continuing Educational Programme
Meetings can be utilised for focused discussion. Management accreditated by Bursa Malaysia to keep abreast with
is responsible to provide the Board with all the relevant corporate regulatory affairs, the Directors are also equipped
information to facilitate informed decision-making process. with technical exposure on operational side of the business
through technical visits to power plants.
All Directors have the right and duty to make further enquiries
where they consider necessary. In most instances, senior In line with the recent amendment to Practice Note No.
management of the Company as well as professionals and 15/2003 which prescribed that the Board of Directors of all
external advisors are invited to be in attendance at Board Public Listed Companies shall be responsible for determining
meetings to furnish clarification on issues that may be raised the training needs of the Directors with effect from 1 January
by the Board. Directors are at liberty to take independent 2005, TNB has initiated its own comprehensive and formal
advice on any matter connected with the discharge of their training programme tailored to the needs of the Board of
responsibilities. Directors.
In addition, the Board invites senior Management to brief the Directors’ Remuneration Procedure
Board from time to time on matters being deliberated as they The Board Nomination and Remuneration Committee
are able to help bring insight into these matters. Directors recommends to the Board the framework and the remuneration
have full and unrestricted access to the advice and services package for the Executive Director and Senior Management.
of the Company Secretary who is responsible for ensuring In determining the framework, the Committee has access to
that Board meeting procedures are followed and that professional advice from both internal and external sources.
applicable rules and regulations are complied with.
The Level and Make-Up of Remuneration
Re-election
(a) The remuneration package of the Executive Director
All Directors are required to retire from office at least once in comprises of the following:-
every three years in accordance with Article 135 and newly
appointed Directors are subject to re-election by shareholders (i) Basic salary
at the first opportunity after their appointment, in accordance The basic salary (inclusive of statutory employer
with Article 133 of the Company’s Articles of Association. contributions to the Employee Provident Fund) for
Retiring Directors may offer themselves for re-election by the Executive Director is recommended by the Board
shareholders. Nomination and Remuneration Committee, taking
into account the individual performance and
information from independent sources on the rates
of salary for similar position in a selected group of
comparable companies.
(ii) Reward Scheme (b) The remuneration package of Non-Executive Directors
The Group operates a bonus scheme for all comprises of the following:
employees, including the Executive Director. The
(i) Fees
criteria for the scheme is the level of profit
Fees payable to Directors are determined by the
achieved from the Group’s business activities
Board after considering rates comparable to other
against targets, together with an assessment of
Government-Link Companies and the level of
each individual’s performance. Bonus payable to
responsibilities undertaken by the Directors. Such
the Executive Director is reviewed by the Board
fees are tabled to the shareholders of the Company
Nomination and Remuneration Committee and
for approval.
approved by the Board.
(ii) Benefits in kind
(iii) Directors’ share options
Other benefits in the form of coverage on electricity
The Executive Director’s share options during the
bills and reimbursement are made available as
year ended 31 August 2004 is set out on page 162
appropriate.
of the Director’s Report and Financial Statements.
Disclosure on Directors’ Remuneration

The details on the aggregate remuneration of directors for the financial year ended 31 August 2004
are as follows:-
Executive Directors Non-Executive Directors Total

(RM) (RM) (RM)
Directors’ Fees 5,000.00 *404,830.00 409,830.00

Meeting Allowances 2,000.00 *277,900.00 279,900.00
Salaries, Bonus & Allowances 811,261.08 — 811,261.08
Employees Provident Fund 102,406.00 — 102,406.00
Benefits-in-kind — 81,846.03 81,846.03
Total 920,667.08 764,576.03 1,685,243.11
*Inclusive of RM5,300 and RM3,300 paid to Khazanah Nasional Berhad, in respect of Directors’ Fee and Meeting
Allowance provided for Dato’ Azman bin Mokhtar.
The number of Directors whose total remuneration falls within the following bands during the financial
year ended 31 August 2004 is as follows:-
Directors’ Remuneration Executive Directors Non-Executive Directors Total
0 – RM50,000 — 11 11
RM50,001 – RM100,000 — 5 5
RM100,001 – RM150,000 1 — 1
RM150,001 – RM200,00 — 1 1
RM750,001 – RM800,000 1 — 1
TOTAL 2 17 19
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page 15
(B) SHAREHOLDERS Each item of ordinary and special business in the notice of
the General Meeting would be accompanied by a full
The Board recognises its principal responsibility towards
explanation of the effects of any proposed resolution.
protecting and enhancing long term shareholders’ value and
Separate resolutions are proposed for separate issues at the
that in order to prosper and achieve growth, it must (amongst
meeting and the Chairman declares the outcome of each
other things) ear n the trust of shareholders and the
resolution.
stakeholders ranging from regulators, customers, employees,
bankers and creditors.
As a matter of providing all stakeholders with the latest
update on the Company, a press conference and analyst
Relations between the Company and Investors
briefing are held immediately after the general meeting where
TNB maintains an interactive relationship with the the Chairman and the President/Chief Executive Officer will
shareholders with a view to promote transparency and to address all the issues raised by the press and analyst.
build shareholder confidence. The company has set up a
dedicated department called the Investor Relations Continuing Disclosure of Material Information
Department (IRD) since 1992 to attend to all queries raised
TNB has long observed the continuing disclosure obligation
by shareholders and investors. IRD sets annual programmes
imposed upon a listed issuer by Bursa Malaysia. The
to meet both domestic and inter national investment
Company has in place Corporate Disclosure Policy and
communities (both equity and fixed income) on a monthly
Procedures since 1994 which provides for adoption of Best
basis. In addition, the Company holds briefing with fund
Practices in Corporate Disclosure laid down by the Bursa
managers and analysts after each quarter’s announcements
Malaysia in July 2004.
of financial results to Bursa Malaysia.
As required under the said Best Practice, the Company

During the year under review, TNB conducted four (4) non
Secretaries are identified as “Corporate Disclosure Managers”
deal road shows throughout Europe, Middle East and Japan
within the context of the aforementioned Best Practice.
as well as participating in five (5) Investors Conferences in
London, United Kingdom, Hong Kong and Singapore. IRD
The following material information and the material
also held eighty-five (85) networking meetings with foreign
development thereof have been released to shareholders via
investors and analysts.
Bursa Malaysia Link on a timely basis:-
Shareholders also have access to information about TNB (i) divestment of stake in Kapar Energy Ventures, Port
and its subsidiaries (the Group) through the website at Dickson Power Bhd and Janaurus PDP Sdn Bhd;
www.tnb.com.my. The website maintained by TNB website (ii) execution of HVDC System Interconnection Agreement
Management and Co-ordination Work Group feature an with Electricity Generating Authority of Thailand;
information which is up to date and up to disclosure (iii) proposed subscription of equity in Jimah Energy
expectations of the shareholders and stakeholders at large. Ventures Sdn Bhd;
(iv) execution of Power Purchase Agreement with Jimah
Constructive Use of the Annual General Meeting
Energy Ventures Sdn Bhd.
TNB encourages the exercise of voting rights and
constructive dialogue between the Board and the Confidentiality of Information
shareholders at the Annual General Meeting, whereby
In the conduct of briefings or presentations, the Company
shareholders are given opportunity to pose their questions on
takes care to ensure that any information regarded as
proposed resolutions and the Group’s operations.
undisclosed material information about the company and its
operations will not be given to any single shareholder or
shareholder group.
(C) ACCOUNTABILITY AND AUDIT Board Audit Committee reviews the statutory compliance and
scrutinises the financial aspects of the Audited Financial
Relationship with the Auditors
Statements prior to full deliberation at the Board level.
Through the Board Audit Committee, the Group has
established a transparent and appropriate relationship with
the Group’s Auditors, both external and internal. The Board ADDITIONAL COMPLIANCE STATEMENT
Audit Committee meets with the External Auditors without the
Apart from providing the shareholders and the stakeholders
presence of management at least once a year. A report by
with an overview of the state of corporate governance in the
the Board Audit Committee is provided in page 46 and its
Company, TNB is also pleased to disclose the following
Terms of Reference is provided on pages 51 to 55.
information:
Internal Control (1) Utilisation of Proceeds Raised from any Corporate

The Code requires the Board to maintain a sound system of Proposal
internal controls to safeguard shareholders’ investment and The proceeds from the issuance of RM3,402 million of
the company’s assets. TNB adhere to Bursa Malaysia’s non-recourse Al-Bai Bithaman Ajil (BaIDS) securing
Statement on Internal Control: Guidance for Directors of RM200 million Murabahah working capital facility by
Public Listed Companies, as a guidance for compliance with Kapar Energy Ventures Sdn Bhd will be utilised in the
these requirements. following manner:-
(i) to finance capital expenditure for the financial year
The Group’s Statement of Internal Controls, pursuant to 2004-2005; and
paragraph 15.27(b) is set out on page 56. (ii) to prepay high interest rate loans.
(2) Share Buy-Backs for the Financial Year

RESPONSIBILITY STATEMENT IN RESPECT OF THE There was no share buy back exercise carried out by
FINANCIAL YEAR UNDER REVIEW the Company for the financial year ended 31 August
(Pursuant to paragraph 15.27(a) of the Bursa Malaysia 2004.
Listing Requirements)
The Board is accountable to ensure that the Financial
Statements are prepared in accordance with the Companies
Act 1965 and the applicable approved accounting standards
set by Malaysian Accounting Standards Board so as to
present a balanced and understandable assessment of the
Group’s financial position and prospects. In this Annual
Report, an assessment is provided in the Directors’ Report of
the Audited Financial Statements.
page 16
page 17
(3) Options, Warrants or Convertible Securities Exercised (4) American Depository Receipts (ADR)
The status on Options, Warrants or Convertible In January 1994, TNB launched its Level 1 (ADR) in New
Securities exercised by the Company are as follows:- York, United States of America. Each ADR carries an
equivalent of four underlying TNB shares. The only
(a) The Company launched the second Employees
custodian bank for TNB’s ADR programme is Malayan
Share Options Scheme (ESOS II) in July 2003 and
Banking Berhad. The Bank of New York in the US is the
as at October 2004, two (2) offers have been made
depository bank and the ADRs are traded over the
to eligible employees whereas:-
counter. As at 30 October 2004, a total of 272,952 ADRs
(i) under the First Offer, options representing were issued. Therefore, the total number of ordinary
199,994,000 shares were offered at an exercise shares held through these ADRs is 1,091,808. This
price of RM8.39 (being the 5 day weighted represents less than five per cent of the ordinary share
average price from 1 July 2003 to 7 July capital of 3,148,303,900 shares in TNB as at 31 August
2003, net of 10% discount) to 22,815 eligible 2004.
employees. A total options respresenting
199,347,000 shares were taken up by the (5) Sanctions/Penalties
grantees and the options exercised until There were no sanctions and/or penalties imposed on
October 2004 represented 62,311,900 shares; the Company and its subsidiaries, Directors or
(ii) under the Second Offer, options representing Management by the relevant regulatory bodies during
a total of 16,872,000 shares were offered at the financial year ended 31 August 2004.
an option price of RM8.74 (being the 5 day
weighted average price from 17 February 2004 (6) Non Audit Fees
to 24 February 2004, net of 10% discount) to The amount of non audit fees paid to the external
2,927 eligible employees. Options representing auditors and their affiliated companies by the Group for
a total of 16,838,000 shares were taken up the financial year ended 31 August 2004 is as follows:-
and until October 2004, options representing
External Auditor Amount
2,664,400 shares were exercised.
RM
(b) The Company has not issued any warrants for the
PricewaterhouseCoopers 418,038.50
financial year ended 31 August 2004.
KPMG 517,098.93
(c) As at May 2003, TNB has issued RM200.0 million
nominal value Convertible Redeemable Income Total 935,132.43
Securities (CRIS) at an issue price of RM1.00 per
unit. The CRIS are convertible into ordinary shares
at a conversion priced of RM11.47, subject to (7) Variation in Results
certain adjustments at any time commencing from The Company did not issue any profit forecast for the
9 June 2004 and ending on 9 April 2009. The said financial year ended 31 August 2004. As such, no
CRIS will mature on 8 May 2009. commentary is made on variation in results.
(8) Profit Guarantee

The Company did not issue any profit guarantee for the
financial year ended 31 August 2004.
(9) Material Contracts (10) Revaluation Policy
Save as disclosed below, there is no other contracts The revaluation policy of the Company in relation to its’
which may be material (not being contracts entered into landed properties is set out in Note 13 of the Notes to
in the ordinary course of business) that have been the Financial Statements set out on page 195 of this
entered into by TNB or its subsidiary in the financial Annual Report.
year under review, apart from the power Purchase
Agreement between Tenaga Nasional Berhad and Jimah (11) Recurrent Related Party Transactions of a Revenue
Energy Ventures Sdn Bhd. Nature
At the Thirteenth Annual General Meeting of the
Briefly, Jimah Energy Ventures Sdn Bhd proposes to
Company held on 23 December 2003, the shareholders
design, construct, own, operate and maintain a coal-
of TNB had approved and ratified all recurrent
fired electricity generating Facility with a nominal
transactions of a revenue or trading nature, which are
capacity of 1,400 Megawatts proposed to be located at
necessary for the day-to-day operations of the Group,
Mukim Jimah, Sepang, Negeri Sembilan to generate and
entered into by the Company and/or its subsidiaries with
deliver electrical energy and make generating capacity
certain classes of related parties from 23 December
available to TNB.
2003 until the forth coming Annual General Meeting.
This Agreement governs the obligations of the Parties to Such approval will expire at the conclusion of the
sell and purchase the Daily Available Capacity and to forthcoming Fourteenth Annual General Meeting
the extent despatched, the Net Electrical Output thus compelling the Board to propose to seek the
generated by the Facility for a term of 25 years in shareholders’ mandate for the renewal of the same,
accordance with the agreed terms and conditions. together with new mandate on recurrent transactions of
a revenue or trading nature with the new related parties.
The Facility comprises two (2) generating units with total
capacity of 1,400MW. The First Unit is expected to be
on commercial operations on 1st January 2009 while the
Second Unit is expected to be on commercial operations
on 1 July 2009. The existence of this Facility will assist
in meeting the power demand from the year 2009
onwards.
page 18
page 19
Pursuant to paragraph 4.1.5 of Practice Note 12/2001 of the Bursa Malaysia Listing
Requirements, a breakdown of the aggregate value of the Recurrent Transactions together with
the type of the Recurrent Transactions, the related parties involved and the nature of their
relationship with TNB in each type of the Recurrent Transaction made during the financial year
are tabulated below:-
(1) RENEWAL OF SHAREHOLDERS’ MANDATE FOR RRPT OF A REVENUE OR TRADING NATURE
Persons Transaction/
Connected to Actual Value
Major (RM) from
Interested Shareholders/ Nature of 1 September 2003 Transacting
Major Related Parties Recurrent until Company in
Shareholders Involved Nature of Relationship Transaction 31 August 2004 TNB Group
Khazanah YTL Power Khazanah Nasional Berhad Purchase of 1,121,953,633.59 Tenaga

Nasional International being Major shareholder in power Nasional
Berhad Berhad TNB has 3.48% shareholding Berhad
in YTL Power International
Berhad, making the latter
person connected to the
Major Shareholder.
(2) RATIFICATION AND SHAREHOLDERS’ MANDATE FOR RRPT OF A REVENUE OR TRADING NATURE
Major (RM) from
Minister Of B & Z Plastic Minister Of Finance Purchase of 17,000,000.00 TNB

Finance Industries (Incorporated) being Major Cable Slab Distribution
(Incorporated) Sdn Bhd* Shareholder in TNB has Sdn Bhd
indirect interest in B & Z
Plastics Industries vide
Yayasan Pelaburan Bumiputra
(YPB) stake in Perbadanan
Usahawan Nasional Berhad
(PUNB) YPB was chaired by
the then Finance Minister of
Minister of Finance
(Incorporated). PUNB which is
wholly owned by YPB holds
34% shareholding in B & Z
Plastics Industries, making
the latter person connected
to the Major Shareholder.
Minister Of Hyrax Oil Minister Of Finance Purchase of 6,300,000.00 1) TNB

Finance Sdn Bhd* (Incorporated) being Major Transformer Oil Generation
(Incorporated) Shareholder in TNB has Sdn Bhd
indirect interest in Hyrax Oil
Sdn Bhd vide YPB stake in 2) TNB
PUNB. YPB was chaired by Distribution
the then Finance Minister of Sdn Bhd
Minister of Finance
(Incorporated). PUNB which is 3) TNB
wholly owned by YPB holds Transmission
30% shareholding in Hyrax Oil Network
Sdn Bhd, making the latter Sdn Bhd
person connected to the
Major Shareholder.
page 20
page 21
Major (RM) from
Minister Of Opcom Cable Mukhriz bin Mahathir who is Purchase of 1,000,000.00 1) TNB
Finance Sdn Bhd* in the Board of Directors of Fibre Optic Transmission
(Incorporated) Opcom Cables Sdn Bhd is Cables Network
the son of the then Finance Sdn Bhd
Minister of the Minister of
Finance making the latter 2) TNB
person connected to the Distribution
Major Shareholder. Sdn Bhd
Minister Of Federal Power Minister Of Finance being Provisions of 28,817,151.47 TNB

Finance Sdn Bhd* major shareholder in TNB has Cables Distribution
(Incorporated) one golden share in Sdn Bhd
Permodalan Nasional Berhad
which has 50.5% shareholding
in Federal Power Sdn Bhd
making the latter person
connected to the major
shareholder.
AGGREGATE VALUE OF THE TRANSACTIONS 1,175,070,785.06 —
Note: * Minister Of Finance (Incorporated) ceased to become interested major shareholder with effect from 15 December
2003. Therefore, recurrent transactions with persons connected to Minister Of Finance (Incorporated) are no longer
regarded as recurrent related party transactions.
STATEMENT ON COMPLIANCE WITH THE REQUIREMENT OF BURSA MALAYSIA IN RELATION TO APPLICATION OF

PRINCIPLES AND ADOPTION OF BEST PRACTICES LAID DOWN IN THE MALAYSIAN CODE OF CORPORATE GOVERNANCE
(Pursuant to paragraph 15.26 of the Bursa Malaysia Listing Requirements)
The Board is pleased to state that the Company has applied the principles of corporate governance in its entirety thus in
full compliance with Part 1 of the Code. Further to that, the Board remains committed to attain highest possible standard of
corporate governance through continuous adoption of best practices recommended in Part 2 of the Code and other globally
recognised best practice.
Signed on behalf of the Board of Directors in accordance with their resolution dated 4 November 2004.
Dato’ Lau Yin Pin @ Lau Yen Beng

Senior Independent Non-Executive Director
STATEMENT OF
internalcontrol
In compliance with Paragraph 15.24 and 15.27(b) of the Listing Requirements of Bursa
Malaysia and Statement on Internal Control: Guidance for Directors of Public Listed Companies
(Internal Control Guidance), the Board is pleased to provide the following disclosures on the
state of internal control in Tenaga Nasional Berhad as a Group.
BOARD RESPONSIBILITY
The Board of Directors (Board) is responsible for the Group’s system of internal controls and
for regularly reviewing its effectiveness. The principal objective of the system of internal control
is to effectively manage business risks to enhance the value of shareholder’s investments and
safeguard all assets.
In view of the limitations that are inherent in any system of internal control, this system is
designed to mitigate, rather than eliminate, the risk of failure in achieving corporate objectives.
Accordingly, it can only provide reasonable but not absolute assurance against material
misstatement of management and financial information or against financial losses and fraud.
ENTERPRISE WIDE RISK MANAGEMENT FRAMEWORK

The Board acknowledges that the identification and the management of principal risks play an
important and integral part in achieving the Group’s business objectives and the management
of its daily operations.
Enterprise Wide Risk Management (EWRM) Department was established to coordinate the
efforts to build a structured risk management framework for TNB divisions and subsidiaries.
The structured risk management framework enables the divisions and subsidiaries to identify,
analyse and mitigate the business risks within the TNB Group, both at divisional and
subsidiary levels.
The TNB EWRM Policy and Guidelines were approved by the TNB Board and launched in
March 2004. It defines the objectives, applicability, roles, responsibilities and accountabilities
for managing risks in TNB. Each operating division or subsidiary is responsible for the
management and half-yearly reporting of risks and controls to the EWRM Department.
page 56
page 57
The risk reports are reviewed by the Group Risk The following are the committees established:
Management Committee (GRMC) before being
Board Committees:
presented to the Board Audit Committee (BAC) and
• Audit Committee
the Board for deliberations and endorsement. This
• Tender Committee
process ensures that the risks are adequately
• Disciplinary Committee
mitigated and independently reviewed. The GRMC sat
• Finance and Investment Committee
twice in the year under review.
• Nomination and Remuneration Committee
A detailed implementation of the EWRM framework Management Committees:

has been carried out throughout TNB from June 2003, • Group Executive Committee
whereby a standardised group-wide risk assessment • Group Management Committee
process was used. For the year under review, more • Energy Supply Committee
than thirty (30) workshops were organised and risk • Tender Committee
registers and risk profiles for each TNB division and
subsidiary were developed. Subsequently, risk These committees have the authority to examine all
mitigation plans were produced to address key risks matters within their scope and terms of reference and
which include strategic risks at the Group level. report back to the Board on a periodic basis with their
recommendations for review or approval by the Board,
With the EWRM framework in place, the Board is able where appropriate.
to ensure that risk management activities are
continuously practised throughout the Group and that
the principal risks are adequately addressed and Organisational Structure
mitigated. The Board has put in place a well-defined
organisational structure that is directly aligned to the
strategic and operational demand of the business.
CONTROL STRUCTURE Each operational unit is headed by reliable and
The Board is fully committed to ensuring that a proper responsible personnel who are fully accountable to
control environment is maintained within the Group. ensure that the business activities are implemented
The key elements of the Group control structure are with full compliance with the Group’s objectives,
listed below. policies and procedures.
Board and Management Committees

Specific Board responsibilities have been delegated to
committees established with formalised and specific
terms of reference, to assist the Board in the execution
of its responsibilities.
Management Systems
Two major management systems were completed and implemented for the year under review:
• Enterprise Resource Management System (ERMS)

The objectives of ERMS are:
• to integrate all the Group’s business and administration applications and,
• to provide a standard application across the Group with the objectives of improving,
among others, project planning and delivery, capital budgeting, materials, financial and
asset management, and maintenance planning.
• Performance Management System (PMS)

The objectives of PMS are:-
• to cascade down the Group’s objectives including its key performance indicators and
strategic plans to all its business units and employees;
• to reward annually to employees based on their individual achievement captured in the
PMS; and,
• to ensure that employees’ competency are enhanced through training and continued
education.
• Enterprise Resource Management System (ERMS)

The Group has successfully implemented the first phase of Enterprise Human Resource
Management System (E-HRMS) in July 2004. The modules implemented under the
first phase among others will control the payroll, loans, retirement benefits and time
management.
Group Policies and Procedures

Internal policies and procedures are set out in a series of clearly-documented standard
practice manuals and circulars covering the financial and operational areas within the Group
where delegated authority limits are clearly defined and operational framework provided for the
management to deal with significant risks.
The Group has already put in place various policies and procedures, among others:
• Financial Policies and Procedures

• Safety and Health Policy
• Environmental Policy
• Investment Policy
• Procurement Policy
• Disciplinary Policy
page 58
page 59
For the year under review, the Group has launched the Monthly performance reports produced by core
revised Group Procurement Policy and Procedures to business divisions are compared against the approved
provide broad guidelines for the procurement of performance budget. In addition, detailed monthly
equipment, materials, works and services through a management reports containing key financial results
consistent procurement system across all divisions and operational performance indicators are prepared
and wholly-owned subsidiaries of the Group. This is and compared with the approved operating plan. The
aimed at ensuring effectiveness and efficiency in the Group Executive Committee (GEC) monitors the
system of inter nal control embedded in the performance of all business units on a regular basis
procurement process. and a consolidated reporting of the Group’s
performance is carried out by the GEC and submitted
In addition, the Board placed a very high emphasis on to the Board on a periodic basis for deliberation.
integrity and transparency in its business dealings and
activities. As such, the Group Disciplinary Policies and The Board, through the Board Audit Committee,
Procedures promotes good business ethics which will regularly reviews reports from internal audit reports on
then ensure that the business is managed to the inter nal control, to help ensure effectiveness,
highest professional standards. adequacy and integrity of internal control system of
the Group.
Non-Technical Losses of Electricity

The Group has set up a special team called the Business Planning & Budgeting Review
Special Engagement Against Losses (SEAL) Team for The Group undertakes a detailed business planning
the purpose of reducing non-technical losses. The and budgeting process each year, to establish plans
SEAL Team’s activities include improving metering and and targets against which performance is monitored
billing processes, ensuring metering is accurate, and on an ongoing basis. Key business risks identified
reducing theft of electricity. In the year under review, during the business planning process are reviewed
the Group successfully reduced distribution losses by periodically during the year.
about one per cent mainly through the efforts of the
SEAL Team. The Business Planning & Budgeting Processes are
documented in the Group’s Business Planning Process
Manual. The process comprises five (5) stages:
MONITORING AND REVIEW • Strategy review and update
Financial and Operational Review • Plan development
The Board Finance and Investment Committee and • Plan challenge and finalisation
the Board Audit Committee together with the
• Budget plan development
respective business units review the quarterly financial
statements and performance of the Group in detail • Budget plan approval process.
before they are tabled to the Board for their review,
consideration, and approval.
The Board and the senior management play a significant role in the stages of strategy review
and update, which include, among others reviewing the plan before its finalisation, and the
budget approval process to ensure that the plan developed reflects the corporate intent of the
Group and that resource allocation is strategically aligned.
Further, the business plan and the budget undergo a mid-term review to ensure that they
correspond to the business needs due to any changes in the business environment.
ASSURANCE
The Group Internal Audit conducts reviews of the system of controls and the effectiveness of
the processes that are in place and reports the results of these reviews to the Board Audit
Committee. The following are the functions of the two entities:
The Board Audit Committee (BAC)

Majority of the members of BAC are Independent Non-Executive Directors all of whom have
diverse qualifications and experience. The Board Audit Committee has full and unimpeded
access to both the Internal and External Auditors.
The Board Audit Committee plays an active oversight role in maintaining the system of internal
controls at both subsidiary and divisional levels. The Board Audit Committee and the Group
Internal Audit Function perform their duties to uphold a constant level of integrity and
competency in operational, financial, and business functions and to assure that the applicable
laws, regulations, rules, directives and guidelines are complied with.
The BAC regularly reviews the internal audit reports on internal controls, to ensure
effectiveness, adequacy and integrity of the internal control system of the Group. With the
implementation of the EWRM, the BAC was given the mandate to oversee the risks
management review function in their Terms of Reference. This is to ensure the adequacy and
effectiveness of the risk management system in the Group, and that appropriate policy,
organisation and reporting structure are in place to support the management of risks. Details
of the BAC report are on pages 46 to 50.
page 60
page 61
Group Internal Audit (GIA) CONCLUSION

The GIA’s primary responsibility is to provide The Board is of the view that the system of internal
independent assurance to BAC on adequacy and controls being instituted throughout the Group is
effectiveness of internal control systems in place to sound and effective. Notwithstanding this, reviews of
manage risks across the Group. In providing this all control procedures will be continuously carried out
assurance, the GIA has formulated a rolling two-year to ensure the ongoing effectiveness and adequacy of
audit plan that focuses on key auditable areas to be the systems of internal control, so as to safeguard
covered within a two-year cycle. To ensure that the shareholders’ investment and the Group’s assets.
planned coverage is met, several internal audit
engagements have been outsourced to firms of
professional accountants. In addition to the Signed on behalf of the Board of Directors in
operational, compliance and investigative reviews accordance with their resolution dated 4 November
conducted, the GIA assisted in the co-ordination of 2004.
the Management and Engineering Audit by an
independent party as required under the licence
requirements once every four years.
Dato’ Lau Yin Pin @ Lau Yen Beng

Chairman
The Board Audit Committee
Tenaga Nasional Berhad
(Senior Independent Non-Executive Director)
Tenaga Nasional Berhad recognises its responsibility to provide employees with a
safe and healthy workplace and proper facilities to help employees do their jobs
effectively. TNB is committed to putting in place systems and processes that
identify, assess, manage or mitigate hazards or risks faced by employees and
stakeholders.
statementofoccupational
safety&health
Our employees are our most valuable • Ensure all incidents, accidents, and
asset. We are committed to the provision occupational diseases are reported,
and maintenance of a safe and healthy investigated, and corrective measures
environment and to compliance with taken to prevent reoccurrence.
statutory requirements. It is also our aim to • Promote Occupational Safety and
ensure the safety of our customers, Health awareness amongst employees
contractors, the public and others who may and the public.
be affected by our activities.
• Carry out regular workplace Occupational
Safety and Health inspections,
In line with this policy, TNB shall:-
monitoring, and auditing.
• Ensure Occupational Safety and Health
is incorporated in design, planning, In upholding this policy, the employee shall:-
evaluation, and construction of all
• Work safely and maintain good
projects.
housekeeping practices.
• Ensure safe work procedures are
• Use and maintain all personal protective
complied with during operations and
equipment.
maintenance.
• Report all hazardous conditions,
• Give high priority to Occupational Safety
accidents, and occupational diseases.
and Health in the procurement of all
services and equipment. • Participate in and support all
Occupational Safety and Health
• Provide information and training to
programmes.
employees and contractors who may
be exposed to hazards at work.
We firmly believe that Occupational Safety
and Health contributes to quality, efficiency
and the success of our business.
page 132
page 133
Report On Occupational Safety & In July 2004, TNB launched a National

Health Occupational Safety and Health campaign
TNB continued with its commitment to the to promote OSH values and understanding.
‘Safety Excellence Management System Annual OSH awards were also conferred
(SEMS)’, which is key to improving our to TNB stations with the highest SEMS
Occupational Safety and Health (OSH) achievement.
performance. Our values are focused on
the concept of total OSH, through the Besides the above programmes, TNB also
ongoing integration of Occupational Safety places great emphasis on commuting
and Health into all activities, with the safety and fire safety. The ‘Ride-Safe’
Launching of TNB’s OSH campaign.
objective of attaining industry leadership in programme for employees, ‘Bicycle Safety’,
OSH performance. and the ‘Fire Kids Club’ programme for
children of TNB employees were organised
The Serdang and Sultan Mahmud Power with the cooperation of the Malaysian
Stations were both certified with OHSAS Volunteer Fire and Rescue Association
18001 by SIRIM QAS Sdn Bhd. (MVFRA). A safety programme, ‘City
Survival’, was also introduced to show our
The Malaysian Association of Occupational female employees how to overcome and
Safety and Health (MSOSH) awarded survive dangerous situations when
gold/silver awards for the year 2003 to the commuting to and from work.
following stations:
As a responsible corporate citizen TNB
• Sultan Iskandar Power Station, Pasir
also embarked on a programme with the
Gudang, Johor – Gold Award
Department of Occupational Safety and
• Sultan Mahmud Power Station, Kenyir, Health (DOSH) to assist small and medium
Terengganu – Gold Award scale industries through the Mentor
• Sg Perak Power Stations, Perak – Silver Programme. A ‘Safety in School’ programme,
Award through the National Institute of Occupational
• Connaught Bridge Power Station, Klang, Safety & Health (NIOSH) was also initiated.
Selangor – Silver Award TNB’s participation in these programmes
indicates the high value the authorities
• Chenderoh Power Station – Bronze
have placed on our OSH management.
Award
The Sultan Mahmud Power Station, Kenyir,

Terengganu was again honoured with a
prestigious safety award in June 2004 – the
gold medal from the Royal Society for the
Prevention of Accidents (RoSPA) United
Kingdom.
INTRODUCTION
Businesses and their employees are affected in many ways by what happens to
the earth’s environment. In the 1990’s worldwide concerns were voiced over such
issues as air quality, water quality, wildlife and forest preservation, toxic waste
disposal, pesticides in food, recycling and land reclamation.
statementofenvironment
Statement of Environmental Policy TNB will attach high priority to environmental
Tenaga Nasional Berhad is committed to performance excellence as we firmly believe that
achieving excellence in environmental it will contribute to the quality, efficiency and
management. We are committed to continuous success of our generation business.
efforts to improve our environmental
performance whilst ensuring that we provide a
safe, efficient and reliable supply of electricity. Report on Environmental
Management
In line with this commitment, TNB shall: Environmental management programmes were
• Protect, conserve and improve the organised by TNB to ensure the implementation
environment in all of its operations and of the environment friendly concept by
decision making. employees. Environmental Week or Month is
an annual event in all divisions and subsidiaries
• Comply with all applicable laws and
to promote the awareness of our employees
regulations, and establish standards that
and the public on the need and importance of
will lead to continuous improvement of its
conservation of the environment.
environmental performance.
• Implement an Environmental Management In terms of operation, TNB has been the leader
System that will ensure that all impacts to in installing the Continuous Monitoring System
the environment from our operations are for its fuel-fired boilers as required by the
eliminated or minimised. Department of Environment, Malaysia.
• Carry out Environmental Audits at required
intervals to ensure compliance with TNB Power Stations and substations have
Corporate Environmental commitments, been operating within the allowable noise level
and implement environmental training of 55 db (A) at the boundaries of its perimeter
programmes for our employees to develop fencing.
a high level of competency.
• Promote environmental awareness amongst The halon replacement programme with
contractors, the public and other environmentally-friendly alternatives is an
stakeholders and to make available our ongoing exercise. TNB’s objective is to have
Environmental Policy to them. halon-free installations company-wide by the
year 2010. According to its new fire policy, all
It is the responsibility of all TNB staff to ensure fire-fighting equipment must be halon-free types.
that this policy is observed in all their activities.
page 134
page 135
A view of Kenyir Power Station in synergy with nature.
Training on hazardous wastes has been conducted regularly by all divisions in compliance with the
requirements of the Environmental Quality Act 1974 (Scheduled Wastes Regulation 1989).
The Malaysian Government has introduced a policy on waste minimisation and waste recycling. In
support of this policy, TNB has formulated a series of programmes throughout the country to promote
the 3 ‘R’s – Repair, Reuse and Recycle.
In ensuring compliance with TNB’s Environmental Policy and Malaysian Legislation, Environmental
Audits based on ISO 14001 are conducted annually for all TNB power stations. This system will be
introduced to other divisions of TNB in the near future.
The following power stations have been awarded the ISO 14001 Certification for the year 2004:
• Serdang Power Station, Selangor
• Sultan Mahmud Power Station, Kenyir, Terengganu
• Tuanku Jaafar Power Station, Port Dickson, Negeri Sembilan
• Sultan Ismail Power Station, Paka, Terengganu
• Connaught Bridge Power Station, Klang, Selangor
• Sultan Salahuddin Abdul Aziz Power Station, Kapar, Selangor
• Chenderoh Power Station, Perak
• Prai Power Station
• Sultan Iskandar Power Station, Johor
All power stations have set up an environmental team to fight chemical and oil spillage incidents.
These team members have sufficient training and are also equipped with the proper tools to handle
such emergencies.
page 149
analysisofshareholdings
ANALYSIS OF SHAREHOLDINGS as at 4 November 2004

SHARE CAPITAL
Authorised Share Capital 5,000,000,000 ordinary shares of RM1.00 per share, 1 (One) Special
Rights Redeemable Preference Share of RM1.00 per share, 1,000
Class A Redeemable Preference Share of RM1.00 per share, 500
Class B Redeemable Preference Share of RM1.00 per share.
Issued and Fully Paid-Up Share Capital 3,176,806,700 ordinary shares of RM1.00 per share, 1 (One) Special
Rights Redeemable Preference Share of RM1.00 per share, 1,000
Class A Redeemable Preference Share of RM1.00 per share, 500
Class B Redeemable Preference Share of RM1.00 per share.
Voting Right One voting right for one ordinary share
DISTRIBUTION OF SHAREHOLDINGS as at 4 November 2004
Size of Shareholdings No. of % of No. of % of Issued

Shareholders Shareholders Shares Held Share Capital
Less than 100 220 0.72 2,103 0.00

100 – 1,000 15,162 49.99 14,802,588 0.47
1,001 – 10,000 13,499 44.50 46,091,700 1.45
10,001 – 100,000 964 3.18 29,327,486 0.92
100,001 to less than 5% of issued shares 482 1.59 723,686,952 22.78
5% and above of issued shares 5 0.02 2,362,895,871 74.38
TOTAL 30,332 100.00 3,176,806,700 100.00
SUBSTANTIAL SHAREHOLDERS (five per cent and more)
Name of Shareholders No. of Shares Held Percentage
1 Khazanah Nasional Berhad 1,176,821,571 37.04

2 Bank Negara Malaysia 352,438,000 11.10
3 Employees Provident Fund Board 347,266,200 10.93
4 RHB Nominees (Tempatan) Sdn Bhd 294,778,100 9.28
Petroliam Nasional Berhad
5 Amanah Raya Nominees (Tempatan) Sdn Bhd 191,592,000 6.03
Skim Amanah Saham Bumiputera
TOTAL 2,362,895,871 74.38

LIST OF 30 LARGEST SHAREHOLDERS as at 4 November 2004
Name of Shareholders No. of Shares Percentage
1 Khazanah Nasional Berhad 1,176,821,571 37.04

2 Bank Negara Malaysia 352,438,000 11.10
3 Employees Provident Fund Board 347,266,200 10.93
4 RHB Nominees (Tempatan) Sdn Bhd 294,778,100 9.28
Petroliam Nasional Berhad
Skim Amanah Saham Bumiputera
6 Kumpulan Wang Amanah Pencen 129,287,200 4.07
7 Permodalan Nasional Berhad 39,750,000 1.25
8 CIMSEC Nominees (Tempatan) Sdn Bhd 31,000,000 0.98
Security Trustee (KCW Issue 1)
Amanah Saham Wawasan 2020
Sekim Amanah Saham Nasional
12 Bank Simpanan Nasional 16,335,000 0.51
Amanah Saham Malaysia
14 Malaysia Nominees (Tempatan) Sendirian Berhad 12,905,220 0.41
Great Eastern Life Assurance (Malaysia) Berhad (PAR 1)
15 Lembaga Tabung Haji 11,049,600 0.35
17 Citicorp Nominees (Asing) Sdn Bhd 7,504,700 0.24
American International Assurance Company Limited (P Core)
18 HSBC Nominees (Asing) Sdn Bhd 6,950,800 0.22
Emerging Markets Growth Fund
19 HSBC Nominees (Tempatan) Sdn Bhd 6,421,400 0.20
Nomura Asset Mgmt Sg For Employees Provident Fund
20 Malaysia National Insurance Berhad 6,362,600 0.20
21 Kerajaan Negeri Pahang 6,019,029 0.19
Public Growth Fund
23 Cartaban Nominees (Tempatan) Sdn Bhd 5,374,000 0.17
Amanah SSCM Nominees (Tempatan) Sdn Bhd For Employees Provident Fund Board (JF 404)
24 Lembaga Tabung Angkatan Tentera 4,937,000 0.16
25 Citicorp Nominees (Tempatan) Sdn Bhd 4,900,000 0.15
ING Insurance Berhad (INV - IL PAR)
TOTAL 2,765,014,920 87.04
page 150
page 151
ANALYSIS OF CONVERTIBLE SECURITIES HOLDINGS as at 4 November 2004

Type of Security: 3.05% 5 year Unsecured Convertible Redeemable Income Securities 2004-2009 (CRIS) with nominal
value of RM1.00 each
Voting Right : Not applicable until upon conversion into Ordinary Shares of RM1.00 each
DISTRIBUTION OF CRIS HOLDINGS as at 4 November 2004
Size Of Holdings No. of CRIS % of CRIS No. of CRIS % of CRIS

Holders Holders Held Issued
Less than 100 – 0.00 - 0.00

100 - 1,000 2 0.73 1,300 0.00
1,001 - 10,000 63 22.91 354,600 0.18
10,001 - 100,000 83 30.18 4,558,700 2.28
100,001 to less than 5% of issued shares 121 44.00 112,141,700 56.07
5% and above of issued shares 6 2.18 82,943,700 41.47
TOTAL 275 100.00 200,000,000 100.00
SUBSTANTIAL CRIS HOLDERS (five per cent and more)
Name of CRIS Holders No. of CRIS Percentage
1 Mayban Nominees (Tempatan) Sdn Bhd 20,000,000 10.00

Mayban Trustees Berhad For Public Regular Savings Fund (N14011940100)
Public Savings Fund
Public Growth Fund
Public Equity Fund
5 BHLB Trustee Berhad 10,000,000 5.00
Prubond Fund
TOTAL 82,943,700 41.47

LIST OF 30 LARGEST CRIS HOLDERS as at 4 November 2004

Mayban Trustees Berhad For Public Regular Savings Fund (N14011940100)
Public Savings Fund
Public Growth Fund
Public Equity Fund
5 BHLB Trustee Berhad 10,000,000 5.00
Prubond Fund
7 CIMB Nominees (Tempatan) Sdn Bhd 7,000,000 3.50
Commerce International Merchant Bankers Berhad (ETP)
8 Malaysia Nominees (Tempatan) Sendirian Berhad 6,800,000 3.40
Great Eastern Life Assurance (Malaysia) Berhad (PAR 1)
9 Citicorp Nominees (Tempatan) Sdn Bhd 6,666,800 3.33
ING Insurance Berhad (INV - IL PAR)
10 Hong Leong Assurance Berhad 6,500,000 3.25
As Beneficial Owner (Life Par)
11 AMMB Nominees (Tempatan) Sdn Bhd 5,000,000 2.50
AMAssurance Berhad (LF 1/148-1)
12 Amanah Raya Berhad 3,000,000 1.50
Kumpulan Wang AM
Mayban Trustees Berhad For Public Bond Fund (N14011960380)
14 AMMB Nominees (Tempatan) Sdn Bhd 2,500,000 1.25
AMAssurance Berhad (GF 1/149-0)
CIMB For Ku Tien Sek (PB)
As Beneficial Owner (Life Ann Par)
As Beneficial Owner (Life Non Par)
As Beneficial Owner (General NPar)
As Beneficial Owner (UnitLinked OP)
HSBC (M) Trustee Bhd For OSK-UOB Kidsave Trust (3621)
HSBC (M) Trustee Bhd For OSK-UOB Income Fund (4314)
Mayban Life Assurance Berhad (Shareholders FD)
Mayban Life Assurance Berhad (Par Fund)
Mayban Life Assurance Berhad (Non-Par Fund)
page 152
page 153
LIST OF 30 LARGEST CRIS HOLDERS as at 4 November 2004 (Cont’d)

CIMB For Lim Ka Kian (PB)
CIMB For Kuan Hun Liang (PB)
27 Mayban Trustees Berhad 1,510,000 0.76
Strategic Bond Fund
28 Jerneh Insurance Bhd 1,460,000 0.73
29 HSBC Nominees (Asing) Sdn Bhd 1,300,000 0.65
RBC Asia SG For Value Partner Agents Limited
CIMB For Shamsuddin Bin Abdul Kadir (PB)
TOTAL 153,488,500 76.74
sharepricetracking
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noticeoffourteenth

ANNUAL GENERAL MEETING

(i) Datuk Amar Leo Moggie; Resolution 5

(ii) Dato’ Azman bin Mokhtar; Resolution 6

(iii) Datuk Mohd Zaid bin Ibrahim; Resolution 7

(iv) Dato’ Che Khalib bin Mohamad Noh; Resolution 8

(v) Dato’ Abdul Rahim bin Mokti; Resolution 9

6. To re-appoint Messrs PricewaterhouseCoopers as Auditors of the Company and to authorise the

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AS SPECIAL BUSINESSES:- 8. To consider and if thought fit, to pass the following

“THAT pursuant to the Tenaga Nasional i. YTL POWER INTERNATIONAL BERHAD;

iv. PETRONAS GAS BERHAD;

“THAT pursuant to Section 132D of the vi. MALAYSIA INTERNATIONAL SHIPPING

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NOTICE OF BOOK CLOSURE AND DIVIDEND PAYMENT

BY ORDER OF THE BOARD,

ZAINAL ABIDIN BIN YUNUS (LS 0008338)

Kuala Lumpur, Malaysia

Notes:- EXPLANATORY NOTES ON SPECIAL BUSINESSES

(b) Directors retiring pursuant to Article 133 of the Articles of Association:-

2. BOARD MEETINGS HELD IN THE FINANCIAL YEAR ENDED 31 AUGUST 2004

No. Meeting Date of Board Meetings Time

1. 4 September 2003 2.30 pm

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(d) Performance Management System (see page 117 for details);

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Operation of the Board

TNB BOARD OF DIRECTORS

Board Committees Management Committees

Board Finance and Investment Board Nomination and

The Board Meetings

Dato’ Lau Yin Pin @ Lau Yen Beng 16/19

Tan Sri Dato’ Hari Narayanan a/l Govindasamy 14/19

Dato’ Zainal Abidin bin Putih 16/19

Dato’ Azman bin Mokhtar (Appointed w.e.f. 15 June 2004) 4/5

Dato’ Abdul Rahim bin Mokti

Raja Dato’ Zaharaton binti Raja Zainal Abidin

Dato’ Pian bin Sukro (Resigned w.e.f. 1 July 2004) 13/15

Ng Lip Yong @ Ng Lip Sat (Resigned w.e.f. 31 March 2004) 9/10

Datin Husniarti binti Tamin (Resigned w.e.f. 31 October 2004) 19/19

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Supply of Information to the Board Continuing Professional Development

Disclosure on Directors’ Remuneration

Executive Directors Non-Executive Directors Total

Directors’ Fees 5,000.00 *404,830.00 409,830.00

Total 920,667.08 764,576.03 1,685,243.11

Directors’ Remuneration Executive Directors Non-Executive Directors Total

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As required under the said Best Practice, the Company

Internal Control (1) Utilisation of Proceeds Raised from any Corporate

(2) Share Buy-Backs for the Financial Year

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(8) Profit Guarantee

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(1) RENEWAL OF SHAREHOLDERS’ MANDATE FOR RRPT OF A REVENUE OR TRADING NATURE

Khazanah YTL Power Khazanah Nasional Berhad Purchase of 1,121,953,633.59 Tenaga

Minister Of B & Z Plastic Minister Of Finance Purchase of 17,000,000.00 TNB

Minister Of Hyrax Oil Minister Of Finance Purchase of 6,300,000.00 1) TNB

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