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ASEAN CG Scorecard

ASEAN CG Scorecard

Level 1

A. Rights of Shareholders

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B. Equitable Treatment of Shareholders

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C. Role of Stakeholders

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D. Disclosure and Transparency

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E. Responsibilities of the Board

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Level 2

Bonus Item

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Part A
Rights of Shareholders

 

No Subject Implementation in 2019  Reference
Website Integrated Annual Report 2019
A.1 Rights of Shareholders
A.1.1

Does the company pay (interim and final/annual) dividends in an equitable and timely manner; that is, all shareholders are treated equally and paid within 30 days after being (i) declared for interim dividends and (ii) approved by shareholders at general meetings for final dividends. In case the company has offered Scrip dividend, did the company paid the dividend within 60 days?

XL Axiata refers to (i) Company Law as well as (ii) Indonesian Stock Exchange’s Regulation Number II-A concerning Securities Trading for the procedure for the distribution of Dividend (if any).

  • XL Axiata distributes dividends for financial year 2019 on time according to applicable regulations.

Dividend Information 

 

Page 58

 

A.2 Right To Participate In Decisions Concerning Fundamental Corporate Changes
  Do shareholders have the right to participate in
A.2.1

Amendments to the Company's constitution?

XL Axiata refers to (i) Article 19 of the Company Law and (ii) Article 12 of the Company's AOA which stipulates that any changes to the Company's AOA is approved by more than 2/3 (two thirds) of the total XL Axiata’s shares with valid voting right present at the AGMS..

  • XL Axiata amendment 1 article in AOA, which is Article 3 on "Purpose and Objectives and Business Activities", which has been approved by the AGMS.
  • At the AGMS year 2020 there was no amendment to the Articles of Association of the Company.

Summary of AGMS 

 

Page 73

 

Page 80

A.2.2 The authorisation of additional shares? In accordance with FSA regulation, additional capital with or without pre-emptive right must obtain Shareholder approval through the GMS. 
  • There were additional XL Axiata’s shares in 2019.

Summary of EGMS

 

 

Page 83

 

A.2.3 The transfer of all or substantially all assets, which in effect results in the sale of the company? In accordance with prevailing regulations and Article 13 of the AOA, any merger, dissolution or acquisition of the Company must obtain Shareholder approval through the GMS.
  • XL Axiata did not take any of corporate actions as mention in 2019.

Articles of Association

2019 Annual Report

Page 73

 

A.3 Right to Participate Effectively in and Vote in GMS and should be Informed of the Rules, including Voting Procedures that Govern General Shareholder Meetings 
A.3.1 Do shareholders have the opportunity, evidenced by an agenda item, to approve remuneration (fees, allowances, benefit-in-kind and other emoluments) or any increases in remuneration for the nonexecutive directors/commissioners? Based on Article 96 of the Company Law, the GMS has the authority to approve remuneration for the members of BOC and BOD.. 
  • The approval on remuneration of the BOC and BOD of XL Axiata is included in the Fourth Agenda of the AGMS.

Summary of AGMS

Page 77

A.3.2 Does the company provide non-controlling shareholders a right to nominate candidates for board of directors/commissioners?
  • XL Axiata’s Nomination of Senior Executive Policy regulates that any candidate for a member of BOD and BOC can be submitted by the Shareholders to the NRC without distinguishing between majority and minority Shareholders.
  • In 2019, there are no minority Shareholders who submit candidate for member of BOD or BOC.

2019 Annual Report

Page 92

Page 114

A.3.3 Does the company allow shareholders to elect directors/commissioners individually?
  • Based on the AOA, the appointment of the BOC or BOD must obtain GMS approval. 
  • At the AGMS, voting regarding the approval of changes in the composition of the BOC was carried out in a closed manner whereby each Shareholder individually or through his proxy submitted his vote to be then calculated by the Notary.

Summary of AGMS

Page 78

A.3.4 Does the company disclose the voting procedures used before the start of meeting? The voting procedures in the GMS are stipulated in the Meeting Rules of Conduct.
  • Corporate Secretary was read the AGMS/EGMS’s Rules before the Meeting begin, this is recorded in the minutes of the meeting made by the Notary. 
  • The Company has also uploaded the Meeting Rules of Conduct on the Company's website on the same day as the invitation to the meeting.

GMS Meeting of Conduct
 

Summary of AGMS

Page 74

 

A.3.5 Do the minutes of the most recent GMS record that the shareholders were given the opportunity to ask questions and the questions raised by shareholders and answers given recorded?

In GMS, the opportunity for Shareholders to raise questions was recorded in:

  1. The summary of minutes of meeting;
  2. Notarial Deed of minutes of meeting;
  3. Annual Report 2019.
  • On AGMS, no one Shareholder rising a question.
  • On EGMS, there is 1 (one) Shareholder rising a question.

Summary of AGMS and EGMS

Page 76

A.3.6 Does the company disclose the voting results including approving, dissenting, and abstaining votes for all resolutions/each agenda item for the most recent AGM? The voting results including the agree, against, abstain and the total agree vote is recorded in:
  1. The summary of minutes of meeting;
  2. Notarial Deed of minutes of meeting;
  3. Annual Report 2019.

Summary of AGMS and EGMS

Page 76-83

A.3.7 Does the company disclose the list of board members who attended the most recent GMS? The attendance list of the BOC and BOD is stipulated in:
  1. The summary of minutes of meeting;
  2. Notarial Deed of minutes of meeting;
  3. Annual Report 2019.

Summary of AGMS and EGMS

Page 76-83

A.3.8 Does the Company disclose that all board members and the CEO (if he is not a board member) attended the most recent AGM? XL Axiata has discosed members of BOC and BOD whose attend to the AGMS and EGMS.

Summary of AGMS and EGMS

Page 76-83

A.3.9 Does the company allow voting in absentia? XL Axiata complies to the OJK Regulation 32/2014 and Article 11 paragraph 2 of AOA, in voting the votes issued by shareholders apply to all shares held by them and shareholders have no right to give power to more than one proxy for a portion of their shares with a different vote. Voting by Shareholders do not present in the Meeting is not allowed except if represented by proxy. 
  • Voting at the AGMS and EGMS is carried out by the present Shareholders or the Proxy Holders of Shareholders who were not present at the Meeting.
  • This has also been regulated in the Meeting Rules of Conduct

Summary of GMS
 

GMS Meeting of Conduct

Page 75
 

Page 82

A.3.10 Did the company vote by poll (as opposed to by show of hands) for all resolutions at the most recent AGM? In comply with Article 11 paragraph 6-11 of AOA and the Meeting Rules of Conduct of GMS, in AGMS and EGMS the vote of the Shareholders who participated in voting was collected and calculated by the Bureau of Securities Administration in front of the Notary.

Summary and the Rules of Conduct of GMS

Page 76-83

A.3.11. Does the company disclose that it has appointed an independent party (scrutineers/inspectors) to count and/or validate the votes at the AGM? In the implementation of GMS, XL Axiata has appointed 2 (two) independent parties, among others: 
  1. Notary as a deed official who witnessed and heard directly the GMS; Dan
  2. The Share Registrar Bureau as a party who calculates and validates the vote results,
    which has been disclosed at the beginning of the GMS and has listed in the Deed of the Summary of GMS.

Minutes of Meeting

Page 75

Page 82

A.3.12 Does the company make publicly available by the next working day the result of the votes taken during the most recent AGM/EGM for all resolutions?

XL Axiata complies to Article 34 OJK Regulation 32/2014, announcement of the voting results of AGMS and EGMS has been announced to the public through:

  1. 1 (one) daily newspaper in Indonesian lenguage:
  2. website of XL Axiata, and 
  3. website of IDX.
  • AGMS was published in Investor Daily dated 30 April 2019.
  • EGMS was published in Bisnis Indonesia dated 1 October 2019.

Summary and the Rules of Conduct of GMS

Page 130

A.3.13 Does the company provide at least 21 day’s notice for all GMS? XL Axiata complies to Article 13 OJK Regulation 32/2014 and Article 10 paragraph 3 AOA, invitation of GMS has conducted in 21 days before the GMS.
  • AGMS’ Invitation has conducted on 29 March 2019.
  • EGMS’ Invitation has conducted on 6 September 2019.

Invitation of GMS

Page 74

Page 174

A.3.14 Does the company provide the rationale and explanation for each agenda item which require shareholders’ approval in the notice of AGM/circulars and/or the accompanying statement? XL Axiata complies to Article 13 OJK Regulation 32/2014 and Article 10 paragraph 4 AOA, the Company is obliged to mention the agenda of the meeting including an explanation of each agenda item in GMS’ invitation.
  • Agenda and explanation of each agenda item in AGMS has published on 29 March 2019.
  • Agenda and explanation of each agenda item in EGMS has published on 6 September 2019.

Agenda and the explanation of eace GMS agenda

Page 74

Page 174

A.3.15 Does the company give the opportunity for shareholder to place item/s on the agenda of AGM? XL Axiata complies to Article 13 OJK Regulation 32/2014 and Article 10 paragraph 4 AOA, whereby the Shareholders can propose a written meeting agenda to the Board of Directors no later than 7 (seven) days prior to the invitation to the GMS.
The information pertaining shareholders’ right to propose agenda item is disclosed in:
  • AGMS Announcement on 14 March 2019.
  • EGMS Announcement on 22 August 2019.

GMS’ Announcement

Page 74

A.4 Markets for Corporate Control Should Be Allowed to Function in An Efficient and Transparent Manner.
A.4.1 In cases of mergers, acquisitions and/or takeovers requiring shareholders' approval, does the board of directors/commissioners of the company appoint an independent party to evaluate the fairness of the transaction price The Company complies with Company Law and applicable capital market regulations relating to merger or acquisition.
  • There is no merger or acquisition that occurred in 2019.

Corporate Action

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A.5 The exercise of ownership rights by all shareholders, including institutional investors, should be facilitated.
A.5.1 Does the company disclose its practices to encourage shareholders to engage with the company beyond AGM?   XL Axiata has an Integrated Communication Policy which regulates Communication with Shareholders and Investors

Integrated Communication Policy

Contact Us

Page 142

Part B
Equitable Treatment of Shareholders

 

No Subject Implementation in 2019  Reference
Website Integrated Annual Report 2019
B.1 Shares and Voting Rights
B.1.1

Does the company's ordinary or common shares have one vote for one share?

XL Axiata comply with Article 11 paragraph 4 AOA, that each share has given the right to its owner to cast one vote.

  • Disclosed to the Shareholders through the Meeting Rules of Conduct of GMS.  
     

The Meeting Rules of Conduct

 

Page 74

 

B.1.2 Where the company has more than one class of shares, does the company publicize the voting rights attached to each class of shares (e.g. through the company website/ reports/the stock exchange/the regulator's website)? XL Axiata comply to Article 5 AOA, whereas XL Axiata only recognizes 1 (one) type of share concluded of person or legal entity as the owner of 1 (one) share, namely ordinary shares..

Articles of Associate

Page 73

B.2 Notice of AGM 
B.2.1

Does each resolution in the most recent AGM deal with only one item, i.e., there is no bundling of several items into the same resolution?

XL Axiata apply for each resolution in the most recent GMS deal with only one item or only for one meeting’s agenda only.

General Meeting of Shareholders

 

Page 73

B.2.2 Are the company's notice of the most recent AGM/circulars fully translated into English and published on the same date as the local-language version? XL Axiata comply with Article 4 OJK Regulation 08/2015 and Article 10 paragraph 4 AOA, whereas the Invitation of GMS can be accessed through XL Axiata website which is presented in Bahasa Indonesia and English version. 
  • Invitation of AGMS has published in website in the same day/date: 29 March 2019;
  • Invitation of EGMS has published in website in the same day/date: 6 September 2019.

General Meeting of Shareholders

 

 

Page 73

 

B.2.3 Are the profiles of directors/ commissioners (atleast age, academic qualification, date of appointment, experience, and directorships in other listed companies) in seeking election/reelection included?

XL Axiata comply with Article 15 paragraph 7 OJK Regulation 32/2014, whereby the CV of the Candidate of BOD and/or BOC which will be appointed are disclosed in the Company’s website at the same time with the Invitation of GMS.

  • Meeting’s material for 5th Agenda of AGMS has published in website in the same date with the AGMS’ Invitation: 29 March 2019.
     

5th Agenda of AGMS

Page 178

 

B.2.4 Are the auditors seeking appointment/re-appointment clearly identified?

XL Axiata comply with Article 13 paragraph 1 OJK Regulation 13/2017, whereas the appointed of auditor should be decided in GMS by considering the suggestion from BOC.

  • The auditor's profile (accountant public and public accounting firm) which requested for GMS’ approval has disclosed through the Company's website at the same date with the Invitation of GMS.

3rd Agenda of AGMS

Page 178

B.2.5 Were the proxy documents made easily available?

XL Axiata comply with Article 19 paragraph 1 OJK Regulation 32/2014, in order to accommodate the presence of the shareholders who’s represented, XL Axiata has provided a Meeting Proxy Form on the website on the same day/date as the invitation of GMS.

  • AGMS Proxy Form has published in website in the same date with the AGMS’ Invitation: 29 March 2019;
  • EGMS Proxy Form has published in website in the same date with the EGMS’ Invitation: 6 September 2019.
     

Meeting Proxy Form

Page 178

B.3 Insider trading and abusive self-dealing should be prohibited  
B.3.1 Does the company have policies and/or rules prohibiting directors/commissioners and employees to benefit from knowledge which is not generally available to the market? 

XL Axiata prohibits any insider trading in the form of prohibition for employees including for BOC and BOD to provide material information to the public in the Blackout period or disseminating any confidential information as well as information on the future conditions of XL Axiata including business prospect or the strategy of XL Axiata.

  • XL Axiata regulated in the Blackout Policy and the Integrated Corporate Communication Policy as disclosed in the website.
     

Blackout Policy and Integrated Corporate Communication Policy

Page 71

B.3.2 Are the directors/commissioners required to report their dealings in company shares within 3 business days? 

The Company complies to Article 3 paragraph 2 OJK Regulation 11/2017, whereas each change in share ownership of members of the Board of Directors and Board of Commissioners must be submitted no later than 3 (three) working days after the ownership / any change in ownership of the Public Company or at most 5 (five) days after the ownership or change of ownership in the shares of the Public Company if the reporting is carried out through a designated Proxy.

  • XL Axiata regulated in the Board of Directors and Board of Commissioners Shares ownership Policy as disclosed in the website.
     

The Board of Directors and Board of Commissioners Shares ownership Policy

Page 91

B.4 Related party transactions by directors and key executives
B.4.1 Does the company have a policy requiring directors/commissioners to disclose their interest in transactions and any other conflicts of interest?  XL Axiata have policy in the fomr of Board Manual, which requires all conflicts of interest from each transaction or Corporate Action must be stated in meeting of BOC, BOD and Joint Meetings of BOD and BOC. The respective members of BOD or BOC cannot participate into the meeting.

Board Manual and Code of Ethics

Page 92

Page 114

B.4.2 Does the company have a policy requiring a committee of independent directors/ commission-ners to review material RPTs to determine whether they are in the best interests of the company and shareholders?

XL Axiata has several policies on Related Party Transactions, among others:

  • Board of Audit Committee Charter; and
  • Board Manual,

Whereby the Board of Audit Committee having their role and responsibility to supervise and review towards the Related Party Transactions, as well as to report to the BOC

And in this case, BOC should to review and decide transaction made by the Company based on types and value of transaction as describe in the Company’s AOA.
 

Board of Audit Committee Charter
 

Board Manual and Code of Ethics

Page 100

B.4.3 Does the company have a policy requiring board members (directors/commissioners) to abstain from participating in the board discussion on a particular agenda when they are conflicted?

The mention policy can be found in Article 15 paragraph 7 of the AOA and Manual Board.

Under XL Axiata Board Manual, all conflicts of interest from each transaction or Corporate Action must be stated in meeting of Board of Commissioners, Board of Directors and Joint Meetings of Board of Directors and Board of Commissioners. The respective members of the Board of Commissioners and Board of Directors cannot participate in the meeting.

Articles of Association
 

Board Manual and Code of Ethics

Page 71

B.4.4 Does the company have policies on loans to directors and commissioners either forbidding this practice or ensuring that they are being conducted at arm’slength basis and at market rates? Refer to the Remuneration Policy for Senior Executive which applicable in XL Axiata, XL Axiata forbids personal loan to members of BOD and BOC. 

Remuneration Policy for Senior Executive

Page 71

B.5 Protecting minority shareholders from abusive actions
B.5.1 Does the company disclose that RPTs are conducted in such a way to ensure that they are fair and at arms’ length? XL Axiata enters into transactions with related parties as defined in PSAK 7 “Related Party Disclosures”. The policy underlining the related transactions is the same as for other commercial transactions. The transactions with related parties are carried out under the same terms and conditions as the transactions with third parties.

Integrated Annual Report

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B.5.2 In case of related party transactions requiring shareholders’ approval, is the decision made by disinterested shareholders?

XL Axiata comply with Regulation IX.E.1, wherease affiliated transactions with conflict of interest must first be approved by the Independent Shareholders.

  • There is no related party transaction that contain conflicts of interest during this year.
     

Integrated Annual Report

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Part C
Role of Stakeholders

 

No Subject Implementation in 2019  Reference
Website Integrated Annual Report 2019
C.1 The rights of stakeholders that are established by law or through mutual agreements are to be respected
  Does the company disclose a policy and practices that address:
C.1.1

The existence and scope of the company’s efforts to address customers’ welfare?

XL Axiata comply with Law No. 8/1999 on Consumer Protection and Law No. 36/1999 on Telecommunications, XL Axiata is committed to protecting consumer rights, including the right to clear, accurate and truthful information, the right for complaints to be heard and disputes settled, and the right to good services delivered fairly and without discrimination. Consumer protection is included under Product Launch Procedure where socialization in particular to customer service and sales is given with adequate information on the product to be forwarded on to the consumer.

  • XL Axiata held the Customer Appreciation Day in order to provide best experience for XL and XL PRIORITAS loyal customers
  • XL Axiata has inaugurated a service quality monitoring Customer Experience & Service Operation Center (CE & SOC) for four lines of operations: Telco Network, IT Infrastructure, IT Apps, and Billing. XL Axiata operates the CE & SOC as the main facility in monitoring the dynamics of services related to expanding data and business services.
  • XL Axiata Providing a Customer Service Center (Call Center)
  • XL Axiata Conducting customer satisfaction surveys
  • XL Axiata Preparing always-available integrated customer service

Integrated Annual Report

 

Sustainability Report

Page 168

 

C.1.2 Supplier/contractor selection pro-cedures? XL Axiata has a Procurement Policy that regulates the selection of suppliers or vendors as well as application of vendor management in order to ensure the legality of its suppliers.

Procurement Policy

Page 153

C.1.3 The company’s efforts to ensure that its value chain is environmentally friendly or is consistent with promoting dsustainable development? XL Axiata has a Sustainability Commitment, whereas the business ecosystem and achievements are impossible to nurture without mutual and positive relationship with the public and policy owners. As a leading telecommunication company, XL Axiata is fully aware of its social responsibility and manifests this through our various sustainability programs. Sustainability Report:

Page 33

Page 156-171

C.1.4 The company’s efforts to interact with the communities in which they operate?

Through XL Axiata’s sustainability strategy on Nurturing People and Planet & Society pillars as the followings:

  • Nurturing People: Contribute to the development of youth leaders in Indonesia as well as uplifying internal competencies.
  • Planet & Society: Enhancing services quality and optimizing local potential with social outreach to manage environmental impact.
Sustainability Report:

Page 33

Page 156-171

C.1.5 The company’s anti-corruption programs and procedures? XL Axiata has the Code of Ethics as an integral part of the Company Regulations. XL Axiata has a Work Guideline and Code of Ethics for the BOD namely the Board Manual. Integrated Annual Report

Page 114

Page 146

C.1.6 How creditors’ rights are safe-guarded? XL Axiata is not engaged in lending and borrowing. The policy in regard to the fulfillment of creditor rights is included in the Credit Agreement made between the Bank as Creditors and XL Axiata as a Debtor Integrated Annual Report Page 154
C.1.7 Does the company have a separate report/section that discusses its efforts on environment/economy and social issues? XL Axiata has designed a roadmap to grow into a
sustainable company through four pillars of Sustainability Framework namely Building Prosperity, Nurturing People, Process Excellence and Planet & Society.
Sustainability Report

Page 33
 

Page 156-171

C.2 Where stakeholder interests are protected by law, stakeholders should have the opportunity to obtain effective redress for violation of their rights.
C.2.1

Does the company provide contact details via the company's website or Annual Report which stakeholders (e.g. customers, suppliers, general public etc.) can use to voice their concerns and/or complaints for possible violation of their rights?

Contact details can be found on the website and the annual report of XL Axiata.

In every Landing Page of Company’s website

 

Page 173

C.3 Mechanisms for employee participation should be permitted to develop.
C.3.1 Does the company explicitly disclose the policies and practices on health, safety and welfare for its employees? XL Axiata organize the implementation of health, safety and welfare of its employees in the Employee’s Code of Ethics and Occupational Health & Safety Policy of XL Axiata. 

Sustainability Report

Page 64

Page 167

C.3.2 Does the company explicitly disclose the policies and practices on training and development programmes for its employees?

During 2019, the Company invested Rp10,826,686,879 for HC training and development. The HC training and development programs are designed to ensure employees have up to date, agile, and digital competencies. These are important competencies that would ensure the Company’s current and future business growth.

  • The Company’s HC programs are aligned with Axiata 3.0 which consists of Digital Mindset, Digital Behaviour, and Digital Experience. In general, the Company’s HC training and development programs are more focused on the Company’s strategic business priorities and online platforms, thus encouraging employees to expand their scope of competencies to the transformative digital landscape.

Work in XL Axiata

Page 62

C.3.3 Does the company have a reward/compensation policy that accounts for the performance of the company beyond short-term financial measures? One of the policies that owned by XL Axiata which regulates reward/compensation for employees is the Remuneration Policy.
In addition, XL Axiata has an Long Term Incentive program which is a stock option program for employees/ management.
Remuneration Policy

Page 97

Page 145

C.4 Stakeholders including individual employee and their representative bodies, should be able to freely communicate their concerns about illegal or unethical practices to the board and their rights should not be compromised for doing this.
C.4.1 Does the company have a whistle blowing policy which includes procedures for complaints by employees and other stakeholders concerning alleged illegal and unethical behaviour and provide contact details via the company's website or annual report. XL Axiata have a Whistleblowing Policy which includes procedures for complaints by employees and other stakeholders concerning alleged illegal and unethical behaviour through SPEAK UP channel

Whistleblowing Policy

Page 146

C.4.2 Does the company have a policy or procedures to protect an employee/person who reveals alleged illegal/unethical behavior from retaliation?

Protection for Whistleblower is included in the Whistleblowing Policy amongst others Identity of Reporter; Confidentiality of report content; and Threat, intimidation or other threatening behaviour by the reported party.

Whistleblowing Policy

Page 146

Part D
Disclosure and Transparency

 

No Subject Implementation in 2019  Reference
Website Integrated Annual Report 2019
D.1 Transparent Ownership Structure
D.1.1

Does the information on shareholdings reveal the identity of beneficial owners, holding 5% shareholding or more?

Information on XL Axiata's shareholding that discloses the identity of beneficial owners with 5% or more can be found in the Group Structure & Ownership or in the Shareholders Detail.

Group Structure & Ownership

Page 188

 

D.1.2 Does the company disclose the direct and indirect (deemed) shareholdings of major and/or substantial shareholders? XL Axiata has disclosed the direct and indirect (deemed) shareholdings of major and/or substantial shareholders.

Group Structure & Ownership

Page 186

D.1.3 Does the company disclose the direct and indirect (deemed) shareholdings of directors (commissioners)? Through Monthly Report of Shares Registration, XL Axiata has disclosed the share ownership of member of BOD and BOC (direct/indirect) on the website of Indonesia Stock Exchange.

2019 Integrated Annual Report

Page 183

D.1.4 Does the company disclose the direct and indirect (deemed) shareholdings of senior management?

Senior Management in XL Axiata is BOD, because BOD is the highest level of organization in the management of XL Axiata.

And the disclosure of shares ownership is the same as the number D. 1.3 above.

2019 Integrated Annual Report

Page 184

D.1.5 Does the company disclose details of the parent/holding company, subsidiaries, associates, joint ventures and special purpose enterprises/ vehicles (SPEs)/ (SPVs)? XL Axiata disclosed detail of holding company and subsidiary 

Shareholding

Page 186

D.2 Quality of Annual Report
  Does the company's annual report disclose the following items:
D.2.1

Corporate Objectives

XL Axiata have a company’s purpose namely “Bring the world closer in a simple way for a brighter life”. More details on the purpose has been available in website and annual report.

Vision, Purpose, and Culture

Page 12

D.2.2 Financial Performance Indicator
  • The financial performance of XL Axiata over a period of 5 (five) years is available on the website. 
  • The financial performance of XL Axiata annually is available in annual reports.

5 Years Financial Highlights

Page 46

D.2.3 Non-Financial Performance Indicator The Non-Financial Indicator shall refer to:
  1. Human Capital Development: page 60 of Annual Report. 
  2. Information Technology: page 39 of Annual Report.
  3. Good Corporate Governance, including the Risk Management: page 69 of Annual Report.
  4. Corporate Social Responsibility: page 157 of Annual Report. 

2019 Integrated Annual Report

Sustainability Report

Page 60

Page 39

Page 69

Page 157

D.2.4 Dividend Policy The current XL Axiata Dividend Policy is as approved by the Board of Commissioners through the Board of Commissioners’ Meeting No. 1/11 dated January 28, 2011 and has been informed to the Shareholders at the Annual General Meeting of Shareholders on April 14, 2011. 

2019 Integrated Annual Report

Page 58

D.2.5 Biographical details (at least age, academic qualifications, date of first appointment, relevant experience, and any other directorships of listed companies) of all directors/ commissioners. Biographical of each member of BOD and BOC of XL Axiata can be found in the Website of XL Axiata.

Management

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D.2.6 Attendance details of each director/commissioner in all directors/commissoners meetings held during the year. Attendance of each member of Board of Commissioners and Board of Directors in BOC Meeting as well BOD meeting can be found in Annual Report.

2019 Integrated Annual Report

Page 93 -95

apge 115 - 118

D.2.7 Total remuneration of each member of the board of directors/ commissioners. Total remuneration of each member of BOD and BOC can be found in Annual Report.

2019 Integrated Annual Report

Page 98

  Corporate Governance Confirmation Statement
D.2.8 Does the Annual Report contain a statement confirming the company's full compliance with the code of corporate governance and where there is non-compliance, identify and explain reasons for each such issue? In GCG Section, XL Axiata has set at a higher level in GCG implementation through solid BOD performance under prudent supervision of the BOC and supported by the exceptional performance of all employees. In addition, XL Axiata Digital Transformation strategy has also succeeded in creating efficiency and effectiveness in the implementation of GCG, especially in the process of decision making and operational activities.

2019 Integrated Annual Report

Page 69

D.3 Disclosure of Related Party Transaction (RPT’s) 
D.3.1 Does the company disclose its policy covering the review and approval of material RPTs?

The Company complies to Regulation No.IX.E.1 on Affililated Transaction and Conflict of Interest.

Article 15 paragraph 4 of the Company's Articles of Association governs this matter.

2019 Integrated Annual Report

Articles of Association

Page 71

D.3.2 Does the company disclose the name, relationship, nature and value for each material RPTs?

The Company complies to Regulation No.IX.E.1 on Affililated Transaction and Conflict of Interest.

2019 Integrated Annual Report

Articles of Association

Page 71

D.4 Directors and Commissioners dealings in the shares of the company
D.4.1 Does the company disclose trading in the company's shares by insiders?

XL Axiata regulate BOC and BOD Shareownership Policy. The Policy stipulates that each member of the BOD and BOC shall report their transaction on the XL Axiata’s shares. 
This is also regulated in the XL Axiata Board Manual on Disclosure of Share Ownership.

In 2019, there were no trading in the Company’s shares by insiders.

2019 Integrated Annual Report

Board Manual

Page 153

D.5 External Auditor and Auditor Report
  Where the same audit firm is engaged for both audit and non-audit services
D.5.1 Are the audit and non-audit fees disclosed?

Audit fees are disclosed based on a deal between the Company and the appointed Public Accounting Firm.
Non-audit fees were not disclosed because there were no services for this matter.

2019 Integrated Annual Report

Page 137

D.5.2 Does the non-audit fee exceed the audit fees?

There are no non-audit services conducted by the Public Accounting who also perform the audit services for XL Axiata.

2019 Integrated Annual Report

Page 137

D.6 Medium of Communication 
  Does the company use the following modes of communication?
D.6.1 Quarterly Reporting

XL Axiata communicated the company’s financial condition through Quarterly Financial Statement, which submitted to regulator as well as published in XL Axiata’s website.

Quarterly Financial Statement

Page 196

D.6.2 Company Website

XL Axiata have official website which has accordance with the Financial Services Authority Regulation No.8 / POJK.04 / 2015 on the Website of the Issuer or Public Company.

XL Axiata Website

Page 196

D.6.3 Analyst’s briefing XL Axiata hold Analyst’s briefing in quarterly basis at the same time with Financial Statement.

Analyst’s briefing material

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D.6.4 Media briefings/press conferences The Company proactively provides latest news about its activities in the form of News Release.

Browse News and Press Release

Page 142

D.7 Timely filing/release of annual/financial reports
D.7.1 Are the audited annual financial report / statement released within 120 days from the financial year end?

XL Axiata’s Annual Financial Statement released on 10 February 2020 or less than 120 days after the end of Company’s financial year.  

Annual Financial Statement

Page 196

D.7.2 Is the annual report released within 120 days from the financial year end?

XL Axiata’s Annual Financial Statement released on 10 February 2020 or less than 120 days after the end of Company’s financial year.   

Annual Financial Statement

Page 196

D.7.3 Is the true and fairness/fair representation of the annual financial statement/reports affirmed by the board of directors/commissioners and/or the relevant officers of the company? The Financial Statement of XL Axiata contain a statement from BOD on the responsibility of the Financial Statement including state that the Financial Statement have been presented true and fairness/fair. Annual Financial Statement Page 196
D.8 Company’s Website 
  Does the company have a website disclosing up-to-date information on the following:
D.8.1 Financial Statement/reports (latest quarterly)

XL Axiata communicated the company’s financial condition through Quarterly Financial Statement, which submitted to regulator as well as published in XL Axiata’s website.

Quarterly Financial Statement

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D.8.2 Materials provided in briefings to analysts and media

XL Axiata hold Analyst’s briefing in quarterly basis at the same time with Financial Statement.

Analyst’s briefing material

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D.8.3 Downloadable Annual Report XL Axiata’s Annual Report which available in website is downloadable for public. Annual Report Page 178
D.8.4 Notice of AGM and/or EGM XL Axiata has published the Notice of AGM/EGM through:
  • 1 (one) Indonesian-language (Bahasa) daily newspaper having national circulation; 
  • on the Stock Exchange’s website; and 
  • on the Company’s website

GMS

Page 74

Page 178

D.8.5 Minutes of AGM and/or EGM XL Axiata has published the Minutes of AGM/EGM through:
  • on the Stock Exchange’s website; and 
  • on the Company’s website

GMS

 

Page 74

Page 178

 

D.8.6 Company's constitution (company's by-laws, memorandum and articles of association) XL Axiata has published the Articles of Association through:
  • on the Stock Exchange’s website; and 
  • on the Company’s website

Articles of Association

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D.9 Investor Relation  
D.9.1 Does the company disclose the contact details (e.g. telephone, fax, and email) of the officer responsible for investor relations?

XL Axiata published detail contact of the Investor Relation in Annual Report and Website. 

Investor Relation

Page 131