BOARD AND ITS GOVERNANCE FRAMEWORK The Terms of References (TORs) of the BAC and BNRC are available at www.tnb.com.my. BOARD LEADERSHIP & EFFECTIVENESS Datin Rashidah binti Mohd Sies2 10/13* 77% Key Roles and Responsibilities For more information, please refer to our board chapter. CREATING VALUE THROUGH STRONG GOVERNANCE Sec 4 149 BOARD LEADERSHIP & EFFECTIVENESS • Provides a sounding board for the Chairman. • Acts, if necessary, as a focal point and intermediary for the other Directors. • Ensures that any key issues not addressed by the Chairman or the Executive Management are taken up. • Is available to shareholders should they have concerns. Senior Independent Non-Executive Director (SID) • Constructively challenge the Management in all areas. • Scrutinise Management’s performance. • Help develop proposals on strategy. • Satisfythemselves on the integrity of financial information and on the effectiveness of financial controls and risk management systems. • Determine appropriate level of remuneration for Senior Management. Non-Executive Directors • Has day-to-day responsibility for the management of the finance function. • Leads the Group’s finance activities, risks and controls. • Represents TNB externally to stakeholders, shareholders, customers, suppliers, regulatory and government authorities and the community. Chief Financial Officer • Advises the Board on corporate disclosures and compliance with the Companies Act 2016, securities regulations and the MMLR. • T ogether with the Chairman, keeps the effectiveness of the Company’s and the Board’s governance processes under review. • Provides advice on corporate governance issues. • Facilitates the orientation of new Directors and assists the Directors’ training and development. Company Secretary Sustainability Integrity Risk Management Strategy ESC Energy Supply Committee IEC Investment Executive Committee EVC Electric Vehicle Council HSEC Health, Safety & Environment Council IC Integrity Council SMC Smart Meter Council ICTGC Information & Communication