The Energy Commission shall establish and maintain the Grid Code Committee (GCC) which shall be a standing committee empowered by the Energy Commission to oversee the implementation of the Grid Code as stated in clauses IP2.2 and GC5.1 of the GC.

The Grid Code Committee shall:

ensure the relevancy of the Grid Code;

Review all suggestions for amendments to the Grid Code which the Energy Commission, GSO, Grid Owner, Single Buyer or any User may wish to submit for consideration by the Grid Code Committee from time to time;

publish recommendations as to amendments to the Grid Code that the GSO or the Grid Code Committee feels are necessary or desirable and the reasons for the recommendations;

issue its guidance in relation to the Grid Code and to ensure implementation, performance and interpretation when asked to do so by any User;

consider what changes are necessary to the Grid Code

appoint an independent External Auditor to conduct an external audit on the operations of the GSO and Single Buyer; and

review and forward reports received from the External Auditor.

The Grid Code Committee shall consist of:

two (2) representatives from the GSO;

one (1) representative from Single Buyer;

two (2) representatives from the Energy Commission (as observers);

one (1) representatives from TNB Transmission representing, engineering, protection, maintenance and projects;

one (1) representative from TNB Planning Division;

six (6) representatives from IPPs representing members and non-members of the IPP Association;

two (2) representatives from TNB Generation;

two (2) representatives from TNB Distribution;

one (1) representative from the Minor Distributors; and

one (1) independent technical expert nominated by the Energy Commission.

The members of the GCC shall have sufficient technical background and experience to fully understand and evaluate the technical aspects of grid operation/planning and development. The Chairman of the GCC shall be the Energy Commission.

The GSO shall assume the role of secretariat to the GCC. The Secretary of the GCC shall be from within GSO.

The Grid Code Committee shall establish and comply at all times with its own rules and procedures relating to the conduct of its business, which shall be approved by the Energy Commission. It may establish other subcommittees as necessary.

The GSO shall fund the operations of the GCC and its subcommittees, including permanent support staff exclusively provided for functioning of committee and subcommittee(s), and recover the costs through an appropriate provision in the annual revenue requirements. The salaries of all members of the GCC and the subcommittee(s) shall be the responsibility of their respective employers or sponsoring organization.

A member shall be appointed to serve on the GCC on a three (3)-year term and may have his appointment extended at the end of the term.

Each Member shall have the authority to appoint any individual to be his/her alternate and may at his discretion remove an Alternate Member so appointed. Any appointment or removal of an Alternate Member shall be effected by notice in writing executed by the appointer and delivered to the said member or tendered at a meeting of the Grid Code Committee. If his appointer so requests, an Alternate Member shall be entitled to receive notices of all meetings of the Committee or of sub-committees or working groups of which his appointer is a member. He shall also be entitled to attend and vote as a Member at any such meeting at which the Member appointing him is not physically present at the meeting to exercise and discharge all the functions, powers and duties of his appointer as a Member and for the purpose of the proceedings at the meeting. The provisions of these rules shall apply to the Alternate Member as if he were a Member.

Every person acting as an Alternate Member shall have one vote for each Member for whom he acts as alternate, in addition to his own vote if he is also a Member. Execution by an Alternate Member of any resolution in writing of the Committee shall, unless the notice of his appointment provides to the contrary, be as effective as execution by his appointer.

An Alternate Member shall cease to be an Alternate Member if his/her appointer ceases for any reason to be a Member. References in these Rules to a Member shall, unless the context otherwise requires, include his duly appointed alternate.

The Chairman and each other Member shall be entitled to attend and be heard at every meeting of the Committee. One observer (or such greater number as the Chairman shall permit) shall be entitled to attend any meeting of the Committee with each Member and shall be entitled to speak at any meeting but shall not be entitled to vote on any issue.

Each Member (including the Chairman) shall be entitled to cast one vote. In the Event of an equality of votes, the Chairman shall have a second vote.

Any person or persons entitled to appoint a Member may at any time remove that Member from office and appoint another person to be a Member in his place. A person or persons will only have the right to remove from office the Member which he or they have appointed, and will have no right to remove from office any Member appointed by another person. Whenever any individual Member or the Chairman changes, the person entitled to appoint that Member or the Chairman shall notify the Secretary in writing within seven days.

The Chairman shall be the Chief Executive Officer of the Energy Commission. The Chairman shall preside at every meeting of the Committee at which he is present. If the Chairman is unable to be present at a meeting, he may appoint an alternative pursuant to act as Chairman. If neither the Chairman nor any other person appointed to act as Chairman is present within one (1) hour after the time appointed for holding the meeting, then the meeting shall be postponed.

The Chairman, or the person appointed to act as Chairman by the Chairman, shall be entitled to cast one vote. Where a Member is acting in the capacity of both Member and Chairman, he shall be entitled to cast one vote as Chairman, in addition to his one vote as Member.

The Chairman of the Grid Code Committee shall have power to appoint and dismiss a Secretary and such other staff for the Committee as they may deem necessary. The Secretary is also the Member and has the right as a regular Member of the Committee

The Secretary’s duties shall be to attend to the day to day operation of the Committee and, in particular, to:

attend to the requisition of meetings and to serve all requisite notices;

maintain a register of names and addresses of Members and alternates as appointed from time to time; and

keep minutes of all meetings.

The Secretary may appoint one or more assisting staff upon the consent of the Chairman to help in carrying out the duties as stated in section 8.2 above.

The Committee shall hold meetings at such regular scheduled times as it may decide. A minimum of four (4) meetings shall be convened in a year (once every quarter). The venue for meetings shall be determined by the Members from time to time.

The Chairman or any other Member may request the Secretary to convene further meetings (Special meetings) by giving 21 days notice to the Secretary. The notice shall be in writing and contain a summary of the business which is proposed to be conducted. The Secretary shall proceed to convene a meeting of the Committee within 7 days of the date of expiry of such notice in accordance with section 9 of these Rules.

All meetings shall be convened by the Secretary with at least 7 days written notice exclusive of the day on which it is served and of the day for which it is given), or by shorter notice if so agreed in writing by all Members. If at any time a person has not been appointed as Secretary, or the Secretary is for any reason unable to act, the Chairman shall attend to the requisition of meetings.

The notice of each meeting shall contain the time, date and venue of the meetings, an agenda and a summary of the business to be conducted and shall be given to all Members.

By notice to the Secretary, any Member may request additional matters to be considered at the meeting and provided that such notice is given at least 10 days (exclusive of the day on which it is served and of the day for which it is given) before the date of the meeting, those matters will be included in a revised agenda for the meeting. The Secretary shall circulate the revised agenda to each Member as soon as practicable.

Subject to clauses 8 and 9, the Committee may meet for the transaction of business, and adjourn and otherwise regulate its meetings, as it deems fit.

Nine (9) Members present in person or by their alternates constitute a quorum.

Only matters identified in the agenda referred to in clause 9.2 (or a revised agenda submitted pursuant to sub-clause 9.3) shall be resolved upon at a meeting.

A resolution put to the vote of a meeting shall be decided by a show of hands.

Any member of the Grid Code Committee may submit a proposal for an amendment to the Grid Code. In addition, the GSO has a duty to promptly refer all unforeseen circumstances for discussion. These would be in the form of a discussion paper brought for consideration as part of the agenda of the Committee meeting.

The Chairman and the Secretary will notify the Members of the proposed amendment no less than twenty (20) Business Days in advance of the next scheduled Committee meeting. In circumstances requiring urgent action this notification may be waived by agreement of the Chairman of the Grid Code Committee.

After discussion of the matter at the meeting, the Committee may reach a decision or may request or appoint a group of technical experts to prepare a proposal for the amendment detailing the specific clauses of the Code that should be amended and the text of the proposed amendment within a set timescale. Any amendments shall include changes to a specific clause and all other affected clauses.

The decision of the Committee or the recommendations of the technical experts with regard to the proposed amendments will be circulated in writing by the GSO to all parties holding a License issued by Energy Commission which are liable to be materially affected in relation to any proposed amendments to the Grid Code for comment within four (4) weeks. On completion of consultation, the GSO shall submit all proposed amendments to the Grid Code, to the Grid Code Committee for final agreement and submission for approval by the Energy Commission.

A resolution of the Committee shall be passed by a simple majority of votes cast.

A resolution in writing signed by all Members shall be as valid and effective as if it had been passed at a meeting of the Committee duly convened and held and may consist of several documents in like form each signed by or on behalf of one or more Members.

A resolution of the Committee shall be passed by a simple majority of votes cast.All presentations and views associated with a proposed amendment will be made at the Committee meeting or through written comments during the consultation process. It is the duty of the User providing such written comments to circulate such comments made during the consultation process to the Members of the Committee.

Following agreement on any proposed amendment it will be submitted to the Energy Commission for approval and an effective date for the implementation of the revision to the Grid Code will be set by the Energy Commission. It is recognized that in rare cases it may be necessary to establish interim arrangements and/or derogations and/or exemptions until the new amended version of the Grid Code becomes effective. It is the duty of the Chairman of Grid Code Committee to notify each User of the effective date.

The Secretary of the Grid Code Committee has a duty to hold appropriate records of the amendments to the Grid Code through an auditable version control process. Appropriate version and controlled copy markings will be included and any uncontrolled copies without these markings will be regarded as invalid.

The latest version of the Grid Code will be published by the GSO on the GSO’s website. Controlled copies of the Grid Code are maintained at both the offices of the GSO and the Energy Commission.

The Secretary shall circulate copies of the minutes of each meeting of the Committee to each Member as soon as practicable (and in any event within 10 Business Days) after the relevant meeting has been held.

Each Member shall notify the Secretary of his approval or disapproval of the minutes of each meeting within 10 Business Days of receipt of the minutes. A Member who fails to do so will be deemed to have approved the minutes. The approval or disapproval of the minutes aforesaid will not affect the validity of decisions taken by the Panel at the meeting to which the minutes relate.

If the Secretary receives any comments on the minutes, he shall circulate revised minutes as soon as practicable following the expiry of the period referred to in clause 12.2 incorporating those comments which are of a typographical nature and indicating, where necessary, that Members disagree with certain aspects of the minutes. The Secretary shall then incorporate those aspects of the minutes upon which there is disagreement, into the agenda for the next following meeting of the Panel, as the first item for resolution.

The Committee may at any time, and from time to time, issue guidance in relation to the Grid Code and its implementation, performance and interpretation, and it may establish sub- working groups to carry out such work.

The office of a Member shall be vacated if:

he resigns his office by notice delivered to the Secretary; or

he becomes bankrupt or compounds with his creditors generally; or

he becomes of unsound mind or a patient for any purpose of any statute relating to mental health; or

He/she or his/her Alternate fails to attend more than three consecutive meetings of the Committee without submitting an explanation to the Chairman which is reasonably acceptable to the Chairman.

Every Member shall from time to time communicate to the Secretary his address and all notices sent to such addresses shall be considered as having been duly given.

The Committee shall maintain transparent and inclusive arrangements for developing amendments to the Grid Code including the use of the GSO Website as a means of consulting with Users and providing information.