Corporate Governance
Symbol
The Corporate Identity for TNB is based on an easily recognised application of electricity – the light bulb. The form of the bulb is highly stylised, giving a sense of vitality and of the future. It is a clean, efficient design and formed almost entirely by one single line, resolving inside the bulb shape with a lightning symbol, dramatising TNB’s electrical energy function. The shape of the bulb suggests the form of a “T” – representing “tenaga” (energy).
Corporate Name
The name of Tenaga Nasional Berhad concisely summarises the Company’s role. It is depicted in the Corporate Logo with a clean, sophisticated typeface that projects TNB’s exciting future. The lettering is italicised to represent the dynamic role that TNB will play in the nation’s progress. The typeface is bold, to depict the Company’s inherent strength, confidence and reliability.
Corporate Colours
The logo symbol is in a brilliant red to symbolise energy. It is a most impactful colour connoting excitement and confidence. The Corporate Title is in a cool, solid blue – giving a sense of corporate strength and dignity, a perfect complement to the red logo. Red and blue together also reflect the colours of the national flag – appropriate for a vital national service.
Sustainable Procurement Code of Conduct
TNB believes that all supplier/contractor relationships should be based on principles of good governance such as integrity, accountability, fairness and a no tolerance rule towards bribery and corruption. These principles extend to all the company’s procurement activities in all countries in which it or its subsidiaries and majority- owned joint-venture companies operate. These principles are given force in a detailed Sustainable Procurement Code of Conduct (“SPCC”), which is constantly revised reflect duly the changes in law, reputational demands and changes in the business. All TNB employees, directors and suppliers/contractors are required to comply accordingly with SPCC.
1. INTRODUCTION
- Corporate governance provides a framework of control mechanism that support the company in achieving its goal, while preventing unwanted conflict. The pillars of corporate governance such as ethical behavior, accountability, transparency, and sustainability are important to the governance of companies.
- TNB integrated sustainable strategy connects sustainability pillars that are, Environmental, Social, and Governance (ESG) matters with TNB’s corporate strategy that is Reimagining TNB 2025 (RT), to enable TNB contributing towards the United Nations Sustainable Development Goals (UN SDGs) and becoming a leading provider of sustainable energy solutions in Malaysia and internationally.
- TNB is committed to ensuring responsible management of its procurement process. The Sustainable Procurement Code of Conduct (SPCC) outlines the practices and professional conduct expected of all Suppliers/Contractors of TNB towards upholding TNB’s values of integrity, transparency and accountability.
2. SCOPE
SPCC applies to all Employees, Employees Seconded, Directors and Suppliers/Contractors including their employees and directors.
3. COMPLIANCE WITH SPCC
Compliance with SPCC by Employees
- Failure by Employees to comply with SPCC may result in disciplinary action being invoked against the Employees concerned in accordance with “Prosedur Tatatertib TNB” or any other disciplinary procedures that are currently in force; or
- Failure to comply with SPCC by Employees Seconded to TNB from government-linked companies, government agencies or other companies may result in disciplinary actions being invoked against the Employees Seconded in accordance with the rules and procedures of the relevant government- linked companies, government agencies or the companies.
Compliance With SPCC by Directors
- Directors have a duty to avoid conflict of interest as provided for under Section 221 and Section 222 of the Companies Act 2016; and/or
- Failure by Directors to declare conflicts of interest may give rise to civil or criminal liabilities under Companies Act 2016.
Compliance With SPCC By Suppliers/Contractors
It is the responsibility of Suppliers/Contractors to ensure that its representatives understand and comply with SPCC.
In the event a breach has been committed, TNB has the right to take any action that TNB deems fit against Suppliers/Contractors, which include:
- Suspension or termination of contract;
- Deduction of any amount of money paid or promised to be paid;
- Requiring Suppliers/ Contractors to substitute any representative who breaches the SPCC or acting inconsistent with SPCC; or
- Disqualify the Suppliers/Contractors, including those subjected to consequence management by TNB, from participating in any tender or procurement exercise.
4. GUIDING PRINCIPLES OF SPCC
SPCC is guided by the core values of TNB namely integrity, collaborative, professionalism, customer centric, forward thinking and mindfulness, and as such focuses on three (3) key elements of ethical conduct:
- Zero tolerance on corruption;
- No conflict of interest; and
- Honest and accurate representation of capabilities.
5. CONDUCT BUSINESS WITH INTEGRITY AND GOOD ETHICS
The Suppliers/Contractors must uphold the highest standard of integrity and ethical conduct in all business interactions and dealings with TNB and these include:
Compliance with laws and TNB’s internal policies, set out as follows:
- Laws: Suppliers/Contractors and their representatives must conduct their business activities in full compliance with the applicable laws and regulations while conducting business with TNB.
- Approvals: Suppliers/Contractors and their representatives must obtain all necessary licenses and permits to conduct the activities for which they have been contracted by TNB.
- Internal Policies: Suppliers/Contractors and their representatives must comply with the relevant internal policies and procedures established by TNB.
Conflict of Interest, set out as follows:
- Suppliers/Contractors must avoid any act or omission, which may give rise to a conflict of interest in the discharge of the Suppliers/Contractors work in relation to the agreement entered into with TNB.
- Suppliers/Contractors must not gain any improper advantage or preferential treatment in their relationship or dealings with TNB’s Employees, Employees Seconded to TNB and/or Directors.
- Suppliers/Contractors shall not directly or indirectly induce any TNB Employees to leave his/her employment and become an employee of the Suppliers/Contractors if it gives rise to an undue advantage being gained by the Suppliers/Contractors.
- Suppliers/Contractors must declare to TNB by submitting the Declaration of Interest form in Appendix 1 if the Suppliers/Contractors have any family relationship with TNB’s Employees, Employees Seconded to TNB and/or Directors.
- Should there be any situation of an actual or potential conflict of interest and/or improper advantage, Suppliers/Contractors must report of such situation to TNB in accordance to paragraph 10.
Fraud, Bribery and Corruption, set out as follows:
- TNB takes a zero-tolerance approach towards fraud, bribery, corruption and any form of dishonesty in its business dealings. All Suppliers/Contractors are expected to share TNB’s values and must at all times refrain from engaging in or being involved in any form of fraud, bribery or corruption.
- TNB adopts a “No Gift” Policy. Suppliers/Contractors are strictly prohibited from directly or indirectly offering gifts, entertainment, travel or other form of gratification to TNB employees, Employees Seconded to TNB and/or Directors and/or their family members which may give rise to the perception or appearance of a potential conflict of interest before, during or after a procurement process.
- Suppliers/Contractors are strictly prohibited from any involvement, directly or indirectly in money laundering or terrorism financing activities.
Suppliers/Contractors are prohibited from:
- Directly or indirectly soliciting or accepting any form of bribery;
- Being directly or indirectly involved in activities such as extortion or facilitating, requesting
- For or receiving kick-backs; or
- Offering any gratification of any kind whatsoever to TNB Employees, Employees Seconded to TNB and/or Directors and/or their family members as an inducement or reward in order to obtain any advantage before, during or after the procurement process.
Fair dealing, Open and Effective Competition:
Suppliers/Contractors shall not conspire, collude or form cartel with other Suppliers/Contractors for the purpose of reducing or eliminating competition during procurement process of submission of tenders or quotation.
Misrepresentation
Suppliers/Contractors are prohibited from making any misrepresentation by misrepresenting their capabilities in the services rendered, works completed or supplies delivered:
- At pre-award and/or post award in TNB contracts; and
- For works, services, and/or supply, which are executed with or without a formal contract with TNB.
6. REPRESENTATIONS FROM SUPPLIERS/CONTRACTORS
The Suppliers/Contractors must declare in writing in Appendix 3 to TNB, that the Suppliers/Contractors:
- Are duly authorized /certified provider of the products/services and shall not, expressly or impliedly hold themselves out to be an agent/representative of a third party service provider for similar products/services;
- Will at all times supply products that are of merchantable quality and must be reasonably fit for TNB’s purpose;
- Possess and utilize the necessary capabilities, equipment and suitable place of business to perform their obligations;
- Shall not totally subcontract the works/services;
- Shall operate with integrity and conduct business in an ethical and fair manner; and
- Shall be accountable and honour their commitment in accordance with the terms and conditions of the contract, which has been agreed between them and TNB.
If the Suppliers/Contractors are companies with 51% Bumiputera status, the Suppliers/Contractors undertake and issue an undertaking under Appendix 4 that the company has fulfilled all the requirements stated under Ministry of Finance Bahagian 1 Panduan Pendaftaran Akaun Asas Dan Syarikat Bagi Perolehan Bekalan dan Perkhidmatan under paragraph 4.5.5 including:
Daftar Bertaraf Bumiputera (51%)
- Syarikat dimiliki oleh Warganegara Malaysia dari segi penguasaan dan pegangan ekuiti, Lembaga Pengarah, Pengurusan, kakitangan, struktur/carta organisasi dan fungsi pengurusan sekurang-kurangnya 51% oleh Bumiputera. Baki 49% saham boleh dikuasai oleh bukan Bumiputera dan asing;
- Jawatan Ketua Eksekutif, Pengarah Urusan atau Pengurus Besar dan jawatan-jawatan penting lain (key post) hendaklah dipegang oleh Bumiputera sekurang-kurangnya 51%;
- Pengurusan Kewangan dari segi penandatangan cek dan dokumen penting Kewangan syarikat hendaklah ditandatangani oleh Bumiputera; dan
- Peratusan pegangan ekuiti tertinggi secara individu hendaklah dikuasai oleh Bumiputera. Manakala gaji/caruman KWSP tertinggi hendaklah dikuasai oleh Bumiputera.
Supplier/Contractor shall submit to TNB Sijil Akuan Pendaftaran Syarikat Bumiputera issued by Ministry of Finance.
Despite the requirements mentioned in Para 7.2 above, the Daftar Bertaraf Bumiputera will be subjected to revisions issued by TNB without notices to the Supplier/Contractor.
7. Responsibilities of Employees, Employees Seconded to TNB and Directors
All Employees, Employees Seconded to TNB and Directors are responsible in complying with SPCC. The Employee, Employee Seconded to TNB and Director must:
- Be familiar with applicable requirements and directives of SPCC;
- Promptly complete trainings and participate in educational programs/ events in relation to SPCC;
- Promptly report violations or suspected violations of SPCC through appropriate channels;
- Always raise suspicious transactions to immediate superiors for guidance on next course of action;
- Cooperate fully in any investigation which may be conducted by TNB’s Procurement & Supply Chain Division, Internal Audit Department, Internal Affairs Department and Security Department; and
- Commit to conduct TNB’s business with integrity, in compliance with SPCC as well as applicable company policies, laws and regulatory requirements.
8. RESPONSIBILITIES OF SUPPLIERS/CONTRACTORS
All current and potential Suppliers/Contractors must comply with SPCC.
Supplier/Contractor, their employees and representatives must:
- Be familiar with applicable requirements and directives of SPCC;
- Report possible violations of SPCC, in accordance with Paragraph 16 [WHISTLEBLOWING OR REPORTING OF POTENTIAL BREACH]; and/or
- Cooperate with TNB in any investigation TNB may conduct in relation to any allegation of inappropriate or unethical behaviour involving TNB’s Employees, Employees Seconded to TNB, Directors or representatives of Suppliers/Contractors pursuant to any business interaction or procurement exercise.
TNB is committed to conducting its business in a legal, ethical and responsible manner and will conduct its business with Suppliers/Contractors that uphold the same principles. TNB will monitor the performance of its Suppliers/Contractors and will take necessary action when there is non-compliance or breaches of SPCC. To ensure the compliance of SPCC, Suppliers/Contractors must:
- Maintain all accurate and complete documentations to support compliance;
- Provide Authorized Representatives of TNB with complete and unrestricted access to relevant records, upon TNB’s request;
- Allow Authorized Representatives of TNB to conduct confidential interviews with their management, directors and employees individually;
- Allow Authorized Representatives of TNB to conduct site visits to the Suppliers’/Contractors’ locations in any manner; and
- Respond promptly to inquiries from Authorized Representatives of TNB regarding implementation of SPCC.
9. ENVIRONMENTAL PRACTICES
Suppliers/Contractors should comply with all existing legislation and regulations regarding environmental protection. TNB encourages and supports Suppliers/Contractors to operate in an environmentally responsible manner:
- Minimization of waste;
- Recycling;
- Use of non-toxic chemicals;
- Proper disposal of hazardous materials;
- Responsible use of natural resource;
- Adopt environmentally friendly technologies; and
- Sustainable practices.
As part of TNB’s collective efforts to mitigate climate change, TNB aims to work towards carbon neutrality by reducing CO2 emissions throughout the value chain, minimizing the impact on our planet and people.
10. HEALTH & SAFETY
Suppliers/Contractors shall comply with the laws and regulations including pertaining to the occupational safety, security, working environment and well-being of their employees/workforce. Such compliances include comply with relevant occupational health and safety regulations and create a work environment that prioritizes employee health, prevents accidents, injuries, and work-related illnesses.
In maintaining an inclusive, safe, healthy workplace as well as in an environmentally friendly and sustainable manner, Suppliers/Contractors shall:
- Have a competent and responsible team dedicated to managing health, safety, environmental, and sustainability programs and driving improvements; and
- Establish and maintain suitable organizational structures and procedures to effectively manage risks in these areas and ensure that all workers are sufficiently aware of the risks and properly trained to implement control measures.
11. LABOUR RIGHTS
TNB is committed to create a diverse and inclusive culture whilst upholding labour rights by inter alia eliminating modern slavery and any forms of forced labour including child labour and promoting freedom of association and fair treatment, all in accordance with Laws of Malaysia. Consequently, Suppliers/Contractors shall:
(a) comply with all legislation and regulations in Malaysia, including but not limited to:
- fair labour and employment;
- prohibiting employment of modern slavery and any forms of forced labour including child labour; and
- ensure our operations fully comply with applicable working hours, uphold the minimum standard living wage and benefits.
(b) Participate in and complete where relevant, all human capital orientation required by TNB including training and lifelong learning, fostering continuous growth through training initiatives.
12. COMMITMENT TO TNB INNOVATION POLICY
TNB encourages Suppliers/Contractors to:
- Show strong commitment and participate duly with TNB’s innovation policy, process and outcomes; and
- Demonstrate to TNB that Suppliers’/Contractors’ solutions including works, services, and/or product are/is as an innovation and of value-creation to TNB and/or other third party.
TNB encourage Suppliers/Contractors to support open innovation identified by TNB, and pursue appropriate and value-creation goals to TNB, such as:
- Solutioning to specific business needs and opportunities, including new processes, products & services as well as solutions to technical, analytical and scientific problems;
- Development of and crystallizing as well as driving to fruition, new opportunities or business model as well as culture of innovation and collaboration; and
- Promoting to TNB, awareness on critical and strategic topics and issues.
TNB Innovation Policy is found in Appendix 5 from the SPCC document here.
13. PROTECTION OF ASSETS INCLUDING INFORMATION AND INTELLECTUAL PROPERTIES
With regard to confidentiality information, Suppliers/Contractors shall:
- Keep confidential all information made available by TNB for the purposes of the procurement (confidential information);
- Not disclose or share any of TNB’s confidential information to any person without first, obtaining TNB’s prior written consent in writing;
- Not disclose TNB’s confidential information for any purpose except to the extend necessary to exercise its rights and perform its obligations for the procurement;
- Demonstrate appropriate industry standard and best practices for data security control to ensure that all confidential information is protected and secure from loss and unauthorized use; and
- Be bound by the obligation of confidentiality which shall survive even after termination or expiration of agreement or contract.
With regards to data protection, Suppliers/Contractors must comply with relevant laws and TNB’s policies in relation to protection of personal privacy, including personal data.
With regards to the protection of Intellectual Property (IP), Suppliers/Contractors shall:
- Respect IP rights of parties where any transfer of technology and know-how must be done in a manner that do not infringe those IP rights including those of TNB. TNB views infringement of its IP seriously and will take necessary action to protect its IP rights;
- Deploy and undertake maintenance for software and technology which have been legitimately acquired or licensed, in accordance with their respective terms of use or license.
- Comply with IP rights of TNB and all other relevant third party.
14. PARTIES’ DATA PROTECTION, SECURITY AND ACCESS
- Suppliers/Contractors must provide sufficient information to TNB, for the purpose of security vetting by TNB of their representative and comply with all reasonable requests by TNB for further documents and information.
- Suppliers/Contractors must comply with TNB’s security policies and procedures prior to, during or after conducting businesses related to TNB within or beyond TNB’s premises.
15. WHISTLEBLOWING OR REPORTING OF POTENTIAL BREACH
Any party or Suppliers/Contractors with knowledge of a potential or questionable breach/violation of this SPCC could raise those concerns in confidence and report under TNB’s Whistleblowing Policy the following Reporting channels:
- Online Whistleblowing Information System (WBIS): https://wbis.tnb.com.my or other modes or links as advised by TNB from time to time;
- Whistleblowing toll free number: 1-800-888-862;
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Email to one (1) of the designated officers by using the Whistleblowing;
Name Designation E-mail Address Puan Ong Ai Lin Senior Independent Non-Executive Director [email protected] Encik P. Kalivann Palanivelu Chief Integrity Development Officer [email protected] Puan Hasbah Binti Hasbullah Senior Manager (Financial Integrity) [email protected] - Email to the PSC Grievance Secretary at [email protected]; and
- Complaint Form, available in Malay & English:
16. REVISION CONTROL
This SPCC will be updated, amended or revised by P&SC Division, TNB from time to time to drive its adequacy as well as effectiveness in implementation and enforcement.
[Dated 3 October 2024]
Download the full TNB Sustainable Procurement Code of Conduct [English | Bahasa Melayu].
XTNB Ethics & Integrity Policy
In Tenaga Nasional Berhad (TNB), ethics and integrity are indispensable to our vision and mission. We act with honesty and adhere to the highest standards of moral and ethical values and principles through our individual and professional behavior.
TNB strives to maintain the highest standards of ethical conduct and corporate responsibility through the application of the following principles:
- Compliance with national and international laws and regulations, which is required as a minimum standard.
- Reputable business practices must be applied company-wide.
- Conflicts of interest must be declared and appropriate arrangements made to ensure that those with a material interest are not involved in the decision making process.
- Improper payments of any kind are prohibited. Similarly, no gift of material value and which may be interpreted as a form of inducement should be accepted or offered by our employees, directors or agents acting on our behalf.
- Reporting of business performance should be undertaken in such a way that senior management is fully and properly informed concerning the true performance, risks and opportunities of business in a timely manner.
- Ethical issues must be dealt with in an efficient and transparent manner. A positive contribution to society as a whole, and specifically to the communities in which we operate, must be ensured.
- We must seek to influence our suppliers, vendors and contractors to operate to similar high standards as ourselves.
Integrity is about people doing the right thing - not looking for personal gain or to reward other by taking advantage of ambiguity or uncertainty in the law or in the company's policies and procedures. All employees, including company executives, officers and senior level managers, as well as members of TNB's board of directors are each expected not only to champion the policy, but also to protect it - questioning and reporting any practice or activity that conflicts, or appears to conflict with the Company's ethical standards.
XAnti-Bribery Policy
Objective
To state TNB’s position on bribery and related matters, and to establish key pillars in its structure to protect the company against the impact of bribery.
Policy Statement
Bribery in all its forms related to TNB’s activities is prohibited. It is the responsibility of Personnel at all levels to act with integrity. TNB holds a ‘No Gifts’ policy, although certain exceptions are allowed. Integrity Pledges must be signed by Personnel on a regular basis, as well as a Conflict of Interest declaration. Business Associates acting on behalf of the company must be managed carefully. Reporting of misconduct by Personnel or third parties is expected, with protection provided for all disclosers acting in good faith. The company is committed to enforcing its position, with the Integrity Department (ID) taking on this role. The TCIMS will be assessed and updated on a regular basis to ensure its effectiveness is maintained.
For more information, please refer to our full anti-bribery policy here:
XConflict of Interest Policy
Objective
To establish TNB’s position on Conflicts of Interest, the company’s expectation that Personnel at all levels should declare any conflicts as they arise, and state the sanctions for non-compliance.
Policy Statement
It is the policy of TNB that the disclosure and management of Conflicts of Interest is the responsibility of its Personnel at all levels. All potential, perceived and actual conflicts are to be declared in a timely manner and managed using the mechanisms provided by the company. Primary responsibility for managing the declaration lies with the person’s own Manager, with support provided by Group Human Resource (GHR) and the ID. Sanctions for non-compliance can be severe, depending on the nature of the declared conflict and its impact on the company.
XWhistleblowing Policy
Objective
To establish secure and confidential reporting channels, ensure whistleblower protection, and provide guidelines on managing reports to their conclusion in an effective and timely manner.
Policy Statement
TNB expects Personnel at all levels to report concerns they may have on any behaviour they observe in relation to the company’s activities via the channels established for this purpose. External parties encountering misconduct as they work with TNB Personnel are likewise expected to report their concerns through the designated channels. Protection will be provided to all parties acting in good faith.
For more information, please refer to our full whistleblowing policy here:
XGifts, Hospitality and Related Benefits Policy
Objective
To delineate the difference between a gift and a bribe, and provide guidance on the acceptable behaviour for company Personnel at all levels with respect to gifts, hospitality and related benefits. Expectations of external parties are also stated.
Policy Statement
TNB holds a ‘No Gifts’ policy. However there are some exceptions allowed, provided no Conflict of Interest arises and decision-making behaviour is not influenced. Likewise, normal business hospitality is permitted but must not be so frequent or extravagant that sense of obligation is created on the side of the receiver. Festive hampers are discouraged and are to be refused wherever possible. Discounts for staff by External Providers must be provided transparently as part of a general agreement between the Provider and TNB. Facilitation payments must not be made.
Charitable donations and sponsorships must be made transparently and for the general well-being of the company and the communities it serves. Political contributions are only permissible via an established approval procedure (due process) by the Board Integrity Committee and must be made in line with the law.
XIntegrity Pact and Committee Integrity Pledges Policy
Objective
To strengthen the measures employed by TNB to safeguard the tendering and procurement procedures against the effects of bribery.
Policy Statement
Integrity Pacts set out the behaviours expected of the company’s External Providers when participating in the contracting procedure. Signing the Pact is a prerequisite for entering into a contract with TNB, and includes provisions for recognised challenge areas such as collusion between providers, bribing of company personnel, and misrepresentation of products. The Pacts are provided to providers at an early stage of the procurement process.
Integrity Pledges establish the expected behaviours of TNB Personnel at all levels participating in tender committees. Like the Integrity Pacts, the Pledges cover the high-risk areas of bribery, sharing of confidential information and collusion. In addition, the Pledges include a Conflict of Interest statement. All members of the committee who are present must sign their Pledges at the start of the meeting.
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