to page 148. BOARD AUDIT COMMITTEE The Board Audit Committee (BAC) was established to assist the Board to carry out their oversight and fiduciary duties and responsibilities. BAC’s objectives, authorities and functions are governed by the Terms of Reference (T oR). The T oR was last reviewed in November 2023 and approved by TNB’s Board in December 2023. The T oR is accessible on the Company’s official website at www.tnb.com.my. MEMBERSHIP AND MEETINGS As of 31 December 2023, the BAC comprises three (3) Independent and one (1) Non-Independent Directors, all of whom are Non-Executive Directors. This composition is aligned with Paragraph 15.09 (1) (a) and (b) of the Bursa Malaysia Securities Berhad Main Market Listing Requirements (MMLR), which states that the Audit Committee must be composed of not fewerthan three (3) members and all the Audit Committee members must be Non-Executive Directors, with a majority of them being Independent Directors. The BAC is chaired by Dato’ Merina binti Abu Tahir effective 1 February 2022. The BAC remains committed in adhering to the practice outlined in the Malaysian Code on Corporate Governance (MCCG) 2021, whereby the Chairman of BAC was not the Chairman of TNB Board during the year under review. In FY2023, a total of 13 BAC meetings were conducted, fulfilling the stipulation in BAC T oR that mandates a minimum of six (6) meetings per year. Attendance at all meetings met the requisite quorum as stipulated in the BAC T oR. The Company Secretary who is the Secretary to the BAC and the Chief Internal Auditor (CIA) were in attendance during the meetings. The President/CEO and other officers were invited to the meetings to deliberate on matters within their purview. The governance practices are further strengthened as the BAC adheres to the provision of Paragraph 15.09 (1) (c) of MMLR, which requires of at least one (1) member of the Audit Committee must be a member of the Malaysian Institute of Accountants (MIA). Two (2) members of the BAC, Dato’ Merina binti Abu Tahir and Ong Ai