Tenaga Nasional Berhad

Spearheading our sustainability agenda through strengthened governance structure

This article was first published on 13 December 2023, and updated on 29 May 2024.

A strong sustainability governance and leadership structure is vital to spearhead our sustainability agenda and provide us with clear and definitive guidance to achieve our net zero aspirations. The TNB Sustainability Governance Structure is in place to facilitate oversight, strategic management, and implementation of sustainability strategies & initiatives at all levels.

1.	TNB Board of Directors (BOD) approves the TNB sustainability pathway and strategies while overseeing its implementation and performance.
2.	TNB Board Sustainability & Risk Committee (BSRC) assists the BOD in fulfilling its responsibilities by overseeing the robustness and implementation effectiveness of the Group's sustainability and risk management frameworks for the achievement of strategic objectives and sustainability commitments.
3.	Sustainability & Energy Transition Committee (SETC) deliberates sustainability and energy transition strategies, initiatives and deployment outcomes that are supported by data. These outcomes are input in the formulation and revision of corporate strategy & sustainability targets, and for informed decision-making at business entities. The SETC ensures that the Group's sustainability strategies, initiatives and performance are disclosed in a balanced, transparent and credible manner that meets stakeholders' needs and expectations.
4.	Sustainability Division facilitates sustainability governance, ensures systematic compliance, credible assurance and balanced sustainability disclosures. Led by the Chief Sustainability Officer, it orchestrates the execution of sustainability initiatives, establishes impactful content and support digitalisation of sustainability indicators at scale.
5.	Business Entities identify and implement sustainability and energy transition initiatives, supported by data, to advance the achievement of sustainability strategies and ESG goals as well as managing related risks and opportunities.

Formation of Board Sustainability & Risk Committee (BSRC)

A key development to strengthen the TNB Sustainability Governance Structure is the formation of the Board Sustainability & Risk Committee (BSRC) with effect from 11 September 2023. Our Board of Directors continues to demonstrate its commitment towards our sustainability agenda by expanding the oversight scope of the TNB Board Risk Committee to include sustainability; with that, the Board Risk Committee had been renamed to BSRC with enhanced terms of reference.

BSRC assists the Board of Directors in fulfilling its responsibilities by overseeing the robustness of TNB Group’s sustainability management and risk management frameworks and the effectiveness of implementation to achieve strategic objectives and sustainability commitments. BRSC membership is as follows:

Chairperson	Ong Ai Lin
Members	Gopala Krishnan A/L K.Sundaram Selvendran Katheerayson Muazzam Bin Mohamad

See TNB Board of Directors

Its key functions are to:

Deliberate and recommend for Board’s approval the sustainability and risk management frameworks and policies.
Oversee the implementation of the sustainability and risk management frameworks that are embedded into the culture, processes and structures of TNB Group.
Deliberate the sustainability roadmap based on sustainability strategies and targets approved by the Board and ensure its effective deployment and execution Group-wide.Oversee the Group’s sustainability key performance against approved strategies and targets.
Review and recommend for Board’s approval the Group sustainability disclosures required by Bursa Malaysia.
Deliberate the Group’s strategic and key operating risks and opportunities and oversee the implementation of appropriate mitigations.
Provide direction on health and safety goals, oversee the management of health and safety risks, and the implementation of appropriate mitigations.

Sustainability & Energy Transition Committee (SETC)

Our sustainability governance framework was revised in Financial Year (FY) 2022 through the formation of the Sustainability and Energy Transition Committee (SETC). The SETC combines the roles of the former Sustainability Development Committee (SDC) and the former TNB Energy Transition Steering Committee (TEXC).

TNB Sustainability and Energy Transition Committee (SETC) aims to provide a strategic platform to deliberate on the following:

Sustainability agenda, development, and implementation.
Energy transition direction and program management

SETC composition and secretariat are as follows:

Chairman	President / Chief Executive Officer (CEO)
Alternate Chairman	Chief Strategic and Ventures Officer (CSVO)
Members	Chief Regulatory & Stakeholder Management Officer Chief Financial Officer Managing Director, TNB Power Generation Sdn. Bhd. Chief New Energy Officer Chief Grid Officer Chief Distribution Network Officer Chief Retail Officer	Chief Procurement Officer Chief People Officer Chief Global Business Solutions Officer Chief Information Officer Chief Sustainability Officer Head (Group Corporate Communications) Company Secretary
Secretariat	Program Director (PMO Energy Transition) Sustainability Division

SETC members include future leaders of TNB (Talent TNB), one of TNB’s efforts to ensure long-term continuity of our sustainability agenda.

SETC functions are to deliberate key strategic direction on TNB Group’s sustainability and energy transition, specifically:

1.0 OBJECTIVES OF THE COUNCIL	TNB Sustainability and Energy Transition Committee (SETC) aims to provide a strategic platform to deliberate and/or approve on the following: - Sustainability agenda, development, and implementation. Energy transition direction and program management.
2.0 ROLE & FUNCTIONS	To deliberate and approve TNB Sustainability Key Focus Areas Operational Policy Statements, Procedures and Guidelines. To deliberate and review TNB Sustainability Policy, TNB Sustainability Framework and TNB Sustainability Statement for onwards endorsement by Board of Sustainability and Risk Committee (BSRC) and approval by Board of Directors (BoD). To steer direction, align and advice for divisional sustainability commitment. To approve concept paper on sustainability and Energy Transition for further strategy and commercial consideration. Recommendations and findings of the Committee shall be submitted to the Board or other relevant approving authority based on the prevailing approved Limits of Authority. 2.1 Sustainability Scope Steer the development of relevant strategy, policies, and implementation guidelines related to ESG Pillars and its Key Focus Areas (KFAs), as guided by the Sustainability Framework: Environment Pillar: KFA 1: Carbon emission KFA 2: Water stress KFA 3: Biodiversity and Land use KFA 4: Opportunity in Renewable Energy KFA 5: Toxic Emission and Waste Social pillar: KFA 6: Human Capital Development KFA 7: Health and Safety KFA 8: Labour Rights KFA 9: Privacy and Data Security KFA 10: Supply Chain Management KFA 11: Community Relations Governance Pillar: KFA 12: Corporate Governance KFA13: Corporate Behavior KFA14: Risk Management 2.1.1 Sustainability Strategies Define sustainability visions, targets and commitments that align and support the overarching TNB’s Business Strategy. Provide oversight and input on opportunities and risk related to sustainability. 2.1.2 Sustainability Compliance, Assurance and Disclosure Advice on TNB compliance with relevant sustainability regulation and standards. Steer sustainability performance and progress against target. Deliberate on the latest sustainability best practices, regulations and standards. Streamline data governance for sustainability performance to ensure timely and accurate disclosure. 2.1.3 Sustainability Agenda Approve operational policy statements, procedures and guidelines on ESG focus area. 2.1.4 Sustainability Initiatives Endorse allocation and utilisation of resources for sustainability initiatives. Deliberate prioritized ESG initiatives based on TNB’s materiality matrix and Sustainability Framework aligned to Sustainability targets, ESG standards and ESG rating requirements. 2.1.5 Sustainability Independent Advisor Oversight on the scope of advisory to align with company strategy. 2.1.6 Stakeholders Engagement Oversee stakeholder management including expectations on sustainability and engagement & communication plan. 2.1.4 Other Matters Any other relevant matters relating to TNB sustainability agenda. 2.2 The Scope of Energy Transition Steer the development of relevant strategy, policies, and implementation in key Energy Transition areas of (but not limited to), as guided by the Energy Transition Framework. 2.2.1 ET Strategies Set programs’ aspirations and expectations. Shape energy transition outcomes to support TNB’s corporate strategy through unlocking potential growth and opportunities for the organisation in ensuring value creation. 2.2.2 ET Initiatives Oversees initiatives undertaken by divisions and provide inputs to ensure smooth implementation of TNB Energy Transition aspiration and commitments. Resolve initiatives, conflicts and roadblocks as well as supports programs’ coordinator to overcome obstacles in order to deliver in a timely manner. 2.2.3 ET Engagement Provide support, guidance and oversight to programs’ coordinator, programs’ sponsors and initiatives team. 2.2.4 Other Matters Any other relevant matters relating to energy transition agenda.
3.0 COMPOSITION OF THE MEMBERSHIP	Chairman: President / Chief Executive Officer (CEO) Alternate Chairman: Chief Strategic and Ventures Officer (CSVO) Members: Chief Reg. & Stakeholder Management Officer Chief Financial Officer Managing Director, TNB Power Generation Sdn. Bhd. Chief New Energy Officer Chief Grid Officer Chief Distribution Network Officer Chief Retail Officer Chief Procurement Officer Chief People Officer Chief Global Business Solutions Officer Chief Information Officer Chief Sustainability Officer Head (Group Corporate Communications) Company Secretary
4.0 SECRETARIAT	Program Director (PMO Energy Transition), Sustainability Division (SD)
5.0 FREQUENCY OF MEETINGS	Monthly (or as and when required)

Appointment of TNB Chief Sustainability Officer

Portrait of TNB Chief Sustainability Officer

Ms. Leo Pui Yong, who was formerly the TNB Chief Risk Officer, has been appointed as TNB’s first Chief Sustainability Officer with effect from 1 June 2023. She leads the Sustainability Division focusing on strengthening sustainability governance and effective deployment of our sustainability strategy and initiatives as well as mitigations addressing risk exposures and optimising opportunities. The Sustainability Division works closely with the Strategy & Ventures Division and in collaboration with business entities across the Group for comprehensive and coordinated implementation of our sustainability and energy transition initiatives to achieve targets.

The Chief Sustainability Officer facilitates progress updates of our sustainability initiatives to the BSRC, culminating in the annual disclosure of our Sustainability Statement in the TNB Integrated Annual Report and TNB Sustainability Report.

The BSRC remains dedicated to overseeing the effective implementation of sustainability initiatives with robust risk management to address exposures and harness opportunities and to ensure strategic integration of sustainability into operations and decision-making.

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