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).
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..
Summary of AGMS
Summary of EGMS
Articles of Association
2019 Annual Report
Summary of AGMS
GMS Meeting of Conduct
In GMS, the opportunity for Shareholders to raise questions was recorded in:
Summary of AGMS and EGMS
Summary of GMS
GMS Meeting of Conduct
Summary and the Rules of Conduct of GMS
Minutes of Meeting
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:
Invitation of GMS
Agenda and the explanation of eace GMS agenda
Integrated Communication Policy
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.
The Meeting Rules of Conduct
Articles of Associate
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
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.
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.
5th Agenda of AGMS
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.
3rd Agenda of AGMS
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.
Meeting Proxy Form
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.
Blackout Policy and Integrated Corporate Communication Policy
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.
The Board of Directors and Board of Commissioners Shares ownership Policy
Board Manual and Code of Ethics
XL Axiata has several policies on Related Party Transactions, among others:
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
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
Remuneration Policy for Senior Executive
Integrated Annual Report
XL Axiata comply with Regulation IX.E.1, wherease affiliated transactions with conflict of interest must first be approved by the Independent Shareholders.
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.
Through XL Axiata’s sustainability strategy on Nurturing People and Planet & Society pillars as the followings:
Page 33Page 156-171
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
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.
Work in XL Axiata
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.
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
2019 Integrated Annual Report
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.
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
5 Years Financial Highlights
Page 115 - 118
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.
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.
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.
There are no non-audit services conducted by the Public Accounting who also perform the audit services for XL Axiata.
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
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.
Web XL Axiata
Materi Analyst’s briefing
Browse News and Press Release
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
XL Axiata hold Analyst’s briefing in quarterly basis at the same time with Financial Statement.
XL Axiata published detail contact of the Investor Relation in Annual Report and Website.
Does the company disclose its corporate governance policy/ board charter?
XL Axiata comply with OJK Regulation 8/2015 which has disclosed its corporate governance policy/ board charter through XL Axiata website.
Good Corporate Governance
XL Axiata regulate the decision that requires approval from the BOC is stipulated in Article 15 paragraph 3 of the Articles of Association.
There were several decisions of Directors/Board of Commissioners that were disclose
XL Axiata’s Vision/Mission is available in website and Annual Report.
Vision, Purpose & Core Value
BOD has responsible to establish XL Axiata strategy and review the implementation through monthly review in BOD Meeting.
The implementation in 2019 can be found in the agendas of BOD’s meeting which published in Integrated Annual Report.
Integrated Annual Report 2019
Are the details of the code of ethics or conduct disclosed?
The Code of Ethic is included under the Company Regulation. In addition, the Code of Ethic for the Board of Directors and the Board of Commissioners is regulated in Board Manual.
Code of Ethics
The Code of Ethic prevails for all level of Employees as well as the Board of Directors and the Board of Commissioners.
The total Independent Commissioners of the Company has met the requirement as stipulated in OJK Regulation No. 33/POJK.04/2014 which is 30% of total members of the Board of Commissioners.
As per 31 December 2019, the Company has (3) members of Independent Commissioner from total nine (9) members of Board of Commissioners, namely:
The term of office of members of the Board of Directors / Board of Commissioners of the Company has fulfilled the provisions in the prevailing laws and regulations and Board Manual of XL Axiata page 15.
In 2019, no Independent Commissioners have met the 2 (two) period of terms of office.
The Company complies on concurrent Board position for Independen Commissioners as stipulated in OJK Regulation No. 33/POJK.04/2014.
Conccurrent position of each Independent Commissioners of the Company disclosed in 2018 Annual Report under the Board of Commissioners profile section.
The Company complies on concurrent Board position for Independen Commissioners as stipulated in OJK Regulation No. 33/POJK.04/2014
As of 31 December 2019, no member of the Board of Directors of the Company has concurrent board membership in other public company. Conccurrent position of each member of the Board of Directors of the Company disclosed in 2019 Annual Report under the Board of Directors profile section.
The Company has in place the Nominating and Remuneration Committee as required in Financial Services Authority Regulation No. 34/POJK.04/2014 on Nominating and Remuneration Committee of Issuer or Public Company.
Disclosure on Nominating and Remuneration Committee is available on:
Nominating and Remuneration Committee
The membership of The Company’s Nominating and Remuneration Committee has fulfilled the requirement in Financial Services Authority Regulation No. 34/POJK.04/2014 on Nominating and Remuneration Committee of Issuer or Public Company.
As of 31 December 2019, 2 (two) Independent Commissioners of the Company were included in the membership of the Company's Nominating and Remuneration Committee.
The chairman The Company’s Nominating and Remuneration is an independent Commissioner as required in Financial Services Authority Regulation No. 34/POJK.04/2014 on Nominating and Remuneration Committee of Issuer or Public Company.
As of 31 December 2019, the Chairman of Nominating and Remuneration Committee is Independent Commissioner of the Company, namely Mr. Muliadi Rahardja.
As Regulated in Financial Services Authority Regulation No. 34/POJK.04/2014 on Nominating and Remuneration Committee of Issuer or Public Company.
The Company has a The Nominating and Remuneration Committee Charter.
The membership of The Company’s Audit Committee has fulfilled the requirement in Financial Services Authority Regulation No. 55/POJK.04/2015 on Audit Committee Implementation Guideline.
As of 31 December 2019, there were two Independent Comissioners of the Company are in the Audit Committee membership namely Mr. Julianto Sidarto and Mr. Muliadi Rahardja
The chairman The Company’s Audit Committee is an independent Commissioner as required in Financial Services Authority Regulation No. 55/POJK.04/2015 on Audit Committee Implementation Guideline.
As of 31 December 2019, the Chairman of Audit Committee is Independent Commissioner of the Company, namely Mr. Julianto Sidarto.
Membership qualification of the Company’ Audit Committee has met the requirement under Financial Services Authority Regulation No. 55/POJK.04/2015 on Audit Committee Implementation Guideline whereby at least one (1) member shall have educational and competency background in finance and accounting.
All members of the Audit Committee have educational background and competencies in the field of Finance and / or accounting.
Responsibility for providing recommendations on the appointment and removal of external auditor is regulated in the Audit Committee Charter.
In the third agenda of the 2019 Annual GMS, the Audit Committee has provided such recommendation.
Audit Committee Charter
2019 Annual GMS
The Board of Directors meeting is held in weekly basis and therefore automatically scheduled at minimum once in a week.
The appointment policy of the XL Axiata BOD is regulated in the Senior Executive Nomination Policy. The Directors/Commissioners candidates as proposed by Shareholders and/or Minority Shareholders are conveyed to the XL Nominating and Remuneration Committee through the Corporate Secretary.
The Nominating and Remuneration Committee will further review the nomination proposal in the Nominating and Remuneration Committee Meeting to ensure the fulfillment of candidates’ requirements, qualifications as well as background to be submitted to the GMS for approval purpose.
The procedure of Commissioners and Directors remuneration determination is stipulated in the Policy on the Remuneration for Senior Executive of XL Axiata and in accordance with Law No.40 Year 2007 and Articles of Association, the General Meeting of Shareholders must approve salary, fees, or benefits paid to the Commissioners and Directors
Remuneration for the Commissioners and Directors is determined by taking into account on the Company and individual target, comparison with similar industries, nonmonetary benefits as well as individual and Company performance. The amount of each remuneration is evaluated from time to time to ensure that the remuneration remains in accordance with market conditions.
Policy on the Remuneration for Senior Executive
Remuneration for the Directors is determined by taking into account on the Company and individual target, comparison with similar industries, nonmonetary benefits as well as individual and Company performance. The amount of each remuneration is evaluated from time to time to ensure that the remuneration remains in accordance with market conditions.
XL Axiata has implemented the 2016-2020 Long-Term Incentive Program (“2016-2020 LTI Program”) which is aimed at those with good performance and achievements.
Charter of Committee Audit and Internal Audit
Does the Annual Report/Annual CG Report contain a statement from the board of directors/commissioners or Audit Committee commenting on the adequacy of the company's internal controls/risk management systems?
The Company refers to Article 14 of the Company's Articles of Association, where the Company is managed and led by a Board of Directors consisting of at least 2 (two) members of the Board of Directors, 1 (one) member of the Board of Directors appointed as President Director.
The Nominating and Remuneration Policy stipulates that the NRC review on the proposed BOC and BOD candidate to ensure fulfilment of required qualification and background in accordance with the need and long-term strategy of XL Axiata.
Most of BOD and BOC members has working experience in the same field with the Company’s main business as disclosed in each BOD and BOC profile in 2019 Annual Report and website of XL Axiata.
XL Axiata held an Induction Program for each newly appointed member of BOC and BOD of the Company. The Induction Program is organized by the Corporate Secretary in the form of presentation on the Company’s fundamental matters as follows:
Each member of the BOD always develops his/her competency in order to support the implementation of his/her duties and responsibilities. The competency development can be in the form of participation in seminar, training or as a speaker in events related to the Company’s
Director Sucession Policy
The BOC performance assessment is conducted as collegial performance for respective financial year as reported in the Annual General Meeting of Shareholders. The General Meeting of Shareholders then provides full release and discharge of responsibilities (acquit et decharge) to the XL Axiata BOC for supervisory during the respective Financial Year Performance assessment of each member of the Board of Directors is carried out by the Nominating and Remuneration Committee based on the achievement of the Key Performance Indicator (KPI) with the Company’s achievements and certain targets (if any).
Assessment on BOC and BOD performance is also conducted by the NRC as well as through independent third-party assessment on Board Effectiveness.
Performance assessment of each member of the Board of Directors is carried out by the Nominating and Remuneration Committee based on the achievement of the Key Performance Indicator (KPI) with the Company’s achievements and certain targets (if any).
In addition, performance appraisal is also handled by the Remuneration and Nomination Committee of XL Axiata, as one of their duties, as stated in the committee’s meeting agenda, as well as through independent third-party assessment on Board Effectiveness.
Right to participate effectively in and vote in general shareholders meeting and should be informed of the rules, including voting procedures, that govern general shareholders meeting.
General meeting of shareholders
Does the company release its notice of AGM (with detailed agendas and explanatory circulars), as announced to the Exchange, at least 28 days before the date of the meeting?
In 2019: The first notification of AGMS plan was released on 14 March 2019. And AGMS on 29 April 2019. Detailed agenda and explanatory of each agenda was published along with the date of the meeting invitation on 29 March 2019.
In 2020: The first notification of AGMS’s plan was released on 9 April 2020. And AGMS on 18 May 2020. Detailed agenda and explanatory of each agenda was published along with the date of the meeting invitation on 24 April 2020.
For financial year of 2019, XL Axiata has prepare and submit an Integrated Annual Report (IAR) which has developed based on the International Integrated Reporting Framework released by the International Integrated Reporting Council (IIRC).
The audited annual financial statement of XL Axiata was released on 10 February 2020 or 41 days after the financial year end.
As of 2019, XL Axiata had 1 (one) woman who is an Independent Commissioner, namely: Mrs. Yasmin S. Wirjawan.
XL Axiata has a policy which implementing BOD and BOC diversity as mention in Integrated Annual Report of XL Axiata, where the composition of the current BOD and BOC has referred to that policy.
The main duties of Nominationg and Remuneration Commiittee which includes an analysis of the candidates for the Board of Directors or the Board of Commissioners as proposed in Committee meetings or through circular decisions, which are in accordance with the requirements of the candidate’s qualification and background. The proposal will be brought to and approved by the GMS.
XL Axiata works closely with domestic and international recruitment companies to expand recruitment channels. Therefore, there will be greater opportunity to get candidates who meet the requirements and can further strengthen the Company’s performance.
Regarding candidate member for the BOD/BOC, will be submitted to the Nomination and Remuneration Committee to be adjusted to the appropriate qualifications (based on the Charter of Nominating and Remuneration Committee) for approval to the GMS.
Jumlah Komisaris Independen Perseroan telah memenuhi ketentuan dalam Peraturan OJK No. 33/POJK.04/2014 yaitu 30% dari total anggota Dewan Komisaris.
Per 31 Desember 2019, Perseroan memiliki (3) anggota Komisaris Independen dari total sembilan (9) anggota Dewan Komisaris yaitu:
As a company engaged in telecommunications, it must be very related to Information Technology (IT). In carrying out the duties of the BOD of XL Axiata is also assisted by the Information Technology Committee, where this committee reports periodically to the BOD as well as to provides any input and recommendations related to IT.
Submission of reports related to IT governance exposure at XL Axiata can be found in the Integrated Annual Report.
XL Axiata has 2 risk committees:
Board Risk and Compliance Committee
XL Axiata has treated all shareholders the same and equally, without any exceptions.
There was no share buyback carried out by XL Axiata in 2019. However in 2020, XL Axiata has completed the buyback shares due to the market conditions that fluctuate significantly and has been performed in accordance with the prevailing laws and regulations.
Disclosure Information on the Plan of Buyback Share
Result of Share Buyback
Is there evidence of barriers that prevent shareholders from communicating or consulting with other shareholders?
XL Axiata does not have a policy that stipulates the restrictions of the shareholders for communicating or consulting with one the other shareholders.There is no evidence of barriers that prevent shareholders from communicating or consulting with other shareholders.
At the 2019 and 2020 XL Axiata AGMS/EGMS, there were no additional agenda items and there were no items that are not announced.
XL Axiata always announces all GMS’ agenda items at the time of the invitation, where the meeting’s agenda which has been announced is always same as the agenda of the meeting at the time of the GMS.
XL Axiata does not have shareholders agreement.
XL Axiata does not have pyramid ownership structure and/or cross holding structure.
The supervision of any XL Axiata’s related party transactions is under the duty and responsibility of the Audit Committee. Therefore, there were no cases of non-compliance with the laws, rules and regulations pertaining to material related party transactions in the past three years.
In XL Axiata, there is no violations of any laws pertaining to labour/ employment/ consumer/ insolvency/ commercial/ competition or environmental issues.
XL Axiata has never faced any sanctions from regulators for failure to make announcements on material events. This is as described in the XL Axiata’s Integrated Annual Report.
In XL Axiata’s Annual Financial Report which audited by the Public Accounting Firm of Tanudiredja, Wibisana, Rintis & Rekan (a member firm of PricewaterhouseCoopers Global in Indonesia), XL Axiata has received an Unqualified Opinion in all material aspects.
XL Axiata has never failed to comply with listing rules and regulations over the past year apart from disclosure rules, therefore there is no evidence to support this.
There is no Independent Commissioners of XL Axiata has served for more than nine years or two terms of five years each (whichever is higher).
This is as described in the XL Axiata Integrated Annual Report and website of XL Axiata.
XL Axiata does not have directors or commissioners who are former employees or partners of the current external auditor (in the last 2 years).
President Commissioner of XL Axiata has never been the CEO of the company in the last three years.
Independent Commissioners of XL Axiata do not receive options, performance shares or bonuses.
This is in accordance with the Summary of AGMS and Minutes Meeting of AGMS of XL Axiata which published on the XL Axiata website, the Integration Annual Report, and the Indonesia Stock Exchange website.