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ASEAN CG Scorecard

ASEAN CG Scorecard
 
Level 1
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 184

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

Page 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.

Web XL Axiata

Page 196

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

Materi Analyst’s briefing

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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

-

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.

Materi Analyst’s briefing

-

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

-
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

Part E: Responsibility of the Board

 

No Subject Implementation in 2019  Reference
Website Integrated Annual Report 2019
E.1 Board Duties and Responsibilities
  Clearly defined board responsibilities and corporate governance  policy
E.1.1

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

Page 92

Page 114

E.1.2 Are the types of decisions requiring board of directors/commissioners' approval disclosed?

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 

Articles of Association

Page 95-98

Page 120

E.1.3 Are the roles and responsibilities of the board of directors/ commissioners clearly stated? Roles and responsibilities of BOD and BOC are disclosed under as follows:
  1. Articles of Association:
    • Article 15 for BOD. 
    • Article 18 for BOC.
  2. Annual Report:
    • Page 239 – 241 for BOD  
    • Page 223- 225 for BOC
  3. Working Guideline of the BOD and the BOC / Board Manual  The Articles of Association, Annual Report and Board Manual are available in the Company’s Website respectively as disclosed in point D.8.6; D.8.3 and E.1.1

Articles of Association

Page 93

Page 115

E.1.4 Does the company have an updated vision and mission statement?

XL Axiata’s Vision/Mission is available in website and Annual Report. 

Vision, Purpose & Core Value

Page 12-13

E.1.5 Does the board of directors play a leading role in the process of developing and reviewing the company's strategy at least annually?

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

Paage 115-118

E.1.6 Does the board of directors have a process to review, monitor and oversee the implementation of the corporate strategy? XL Axiata Board Manual stipulate BOD who are authorized to prepare corporate strategies including the implementation. 
  • One example as the BOD discusses the corporate strategy at the meeting of BOD
Board Manual

Page 56

Page 93

E.2 Board Structure
  Code of Ethics or Conduct
E.2.1

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

Integrated Annual Report 2019

Page 144

E.2.2 AAre all directors/commissioners, senior management and employees required to comply with the code/s?

The Code of Ethic prevails for all level of Employees as well as the Board of Directors and the Board of Commissioners.

 

Code of Ethics

Integrated Annual Report 2019

 

Page 144

E.2.3 Does the company have a process to implement and monitor compliance with the code/s of ethics or conduct? The process of monitoring compliance the code of ethic is conducted by Unit of Human Capital XL Axiata in periodically.

Code of Ethics

Integrated Annual Report 2019

 

Page 144

E.2.4 Do independent directors/ commissioners make up at least 50% of the board of directors/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: 

  1. Muliadi Rahardja
  2. Yasmin S. Wirjawan
  3. Julianto Sidarto

Our Leaders

Integrated Annual Report 2019

Page 86

E.2.5 Does the company have a term of office of nine years or less or 2 terms of each of five years for its independent director/commissioner?

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.
 

Board Manual

Integrated Annual Report 2019

Page 86
E.2.6 Has the company set a limit of five board seats that an individual independent/non-executive director/commissioner may hold simultaneously?

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.

Integrated Annual Report 2019

Page 90-110
E.2.7 Does the company have any executive directors who serve on more than two boards of listed companies outside of the group?

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.

Integrated Annual Report 2019 Page 110-112
  Nomination Committee 
E.2.8 Does the company have a Nominating Committee?

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: 

  1. 2019 Integrated Annual Report, and 
  2. website of the Company
     

Integrated Annual Report 2019

Nominating and Remuneration Committee

Page 106-109
E.2.9 Is the Nominating Committee comprised of a majority of independent directors/ commissioners?

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.

Integrated Annual Report 2019

Nominating and Remuneration Committee

Page 106
E.2.10 Is the chairman of the Nominating Committee an independent director/commissioner?

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.

Integrated Annual Report 2019

Nominating and Remuneration Committee

Page 106
E.2.11 Does the company disclose the terms of reference/ governance structure/charter of the Nominating Committee?

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.

Integrated Annual Report 2019

Nominating and Remuneration Committee

Page 108
E.2.12 Is the meeting attendance of the Nominating Committee disclosed and if so, did the Nominating Committee meet at least twice during the year? The Nominating and Remuneration Committee Meeting is held per quarterly basis as stipulated in Financial Services Authority Regulation No. 34/POJK.04/2014 on Nominating and Remuneration Committee of Issuer or Public Company.

Integrated Annual Report 2019

Page 108-109

  Remuneration Committee/ Compensation Committee
E.2.13 Does the company have a Remuneration Committee?

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: 

  1. 2019 Integrated Annual Report, and 
  2. website of the Company
     

Integrated Annual Report 2019

Nominating and Remuneration Committee

Page 106-109
E.2.14 Is the Remuneration Committee comprised of a majority of independent directors/commissioners?

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.

Integrated Annual Report 2019

Nominating and Remuneration Committee

Page 106
E.2.15 Is the chairman of the Remuneration Committee an independent director/commissioner?

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.

Integrated Annual Report 2019

Nominating and Remuneration Committee

Page 106
E.2.16 Does the company disclose the terms of reference/ governance structure/ charter of the Remuneration Committee?

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.

Integrated Annual Report 2019

Nominating and Remuneration Committee

 

Page 108
E.2.17 Is the meeting attendance of the Remuneration Committee disclosed and, if so, did the Remuneration Committee meet at least twice during the year? The Nominating and Remuneration Committee Meeting is held per quarterly basis as stipulated in Financial Services Authority Regulation No. 34/POJK.04/2014 on Nominating and Remuneration Committee of Issuer or Public Company Integrated Annual Report 2019 Page 108-109
  Audit Committee 
E.2.18 Does the company have an Audit Committee? The Company has in place the Nominating and Remuneration Committee as required in Financial Services Authority Regulation No. 55/POJK.04/2015 on Audit Committee Implementation Guideline.

Integrated Annual Report 2019

Audit Committee

Page 100
E.2.19 The Company has in place the Nominating and Remuneration Committee as required in Financial Services Authority Regulation No. 55/POJK.04/2015 on Audit Committee Implementation Guideline.

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

Integrated Annual Report 2019

Audit Committee

Page 101
E.2.20 Is the chairman of the Audit Committee an independent director/commissioner?

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.

Integrated Annual Report 2019

Audit Committee

 

Page 101
E.2.21 Does the company disclose the terms of reference/governance structure/charter of the Audit Committee? As Regulated in Financial Services Authority Regulation No. 55/POJK.04/2015 on Audit Committee Implementation Guideline.

 

 

Integrated Annual Report 2019

Audit Committee

 

 

Page 100
E.2.22 Does at least one of the independent directors/commissioners of the committee have accounting expertise (accounting qualification or experience)?

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.

Integrated Annual Report 2019

Audit Committee

 

 

Page 101
E.2.23 Is the meeting attendance of the Audit Committee disclosed and, if so, did the Audit Committee meet at least four times during the year? The Audit Committee Meeting is held at least per quarterly basis as stipulated in Financial Services Authority Regulation No. 55/POJK.04/2015 on Audit Committee Implementation Guideline. Integrated Annual Report 2019 Page 102-103
E.2.24 Does the Audit Committee have primary responsibility for recommendation on the appointment, and removal of the external auditor?

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

Page 77

Page 100

E.3 Board Processes 
  Board Meetings and Attendance
E.3.1 Are the board of directors meeting scheduled before the start of financial year?

The Board of Directors meeting is held in weekly basis and therefore automatically scheduled at minimum once in a week.

Integrated Annual Report 2019

Page 115-118

E.3.2 Does the board of directors/commissioners meet at least six times during the year? In 2019:
  1. The Board of Directors has held 48 meeting, and
  2. The Board of Commissioners has held 10 meetings. 
Integrated Annual Report 2019

Page 93-94

Page 115-118

E.3.3 Has each of the directors/commissioners attended at least 75% of all the board meetings held during the year? In 2019, the average attendance of each member of the Board of Directors in the Board of Directors Meeting is 96% - 100% while the average attendance of the Board of Commissioners in Board of Commissioners meetings is 100%. Integrated Annual Report 2019

Page 93-94

Page 115-118

E.3.4 Does the company require a minimum quorum of at least 2/3 for board decisions?  The Company applies simple majority in Board of Directors/ Board of Commissioners decision in accordance with the Company’s Article of Association (Article 16 number 11 and Article 19 number 12)  Articles of Association

Page 92-93

Page 114

E.3.5 Did the non-executive directors/commissioners of the company meet separately at least once during the year without any executives present?  The Independent Commissioner of the Company does not conduct separate meetings, which in carrying out official meetings will always be held simultaneously with other members of the BOC. - -
E.3.6 Are board papers for board of directors/commissioners’ meetings provided to the board at least five business days in advance of the board meeting?  In accordance with the Articles of Association and Board Manual, the Board of Commissioners meeting materials are distributed together with the Meeting invitation no later than 5 calendar days before the Meeting. While for the Board of Directors meeting which is held routinely once a week, the materials for the Board of Directors Meeting are available at least 5 calendar days before the Meeting.

Articles of Association

Board Manual

Page 92-93
E.3.7 Does the company secretary play a significant role in supporting the board in discharging its responsibilities?  The responsibilities of the Company’s Corporate Secretary are to assist the BOD and BOC in amongst others the implementation of BOD and BOC Meeting, implementation of GMS, supervise conflict of interest management and compliance with capital market regulation, provide opinion and support in corporate action as well as document management.  Integrated Annual Report 2019 Page 127-130
E.3.8 Is the company secretary trained in legal, accountancy or company secretarial practices and has kept abreast on relevant developments?  The Corporate Secretary of the Company must have knowledge in legal and follow trainings for competency development. Integrated Annual Report 2019 Page 127-130
  Board Appointment and Re-Election 
E.3.9 Does the company disclose the criteria used in selecting new directors/commissioners?  Criteria of the Board of Directors and the Board of Commissioners are in accordance with Financial Services Authority Regulation No No.33/POJK.04/2014 on the Board of Directors and the Board of Commissioners of Issuer or Public Company. Board Manual

Page 92

Page 116

E.3.10 Did the company describe the process followed in appointing new directors/commissioners 

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.

Policy on Nomination of Senior Executive

Page 92

Page 116

E.3.11 Are all directors/commissioners subject to re-election every 3 years; or 5 years for listed companies in countries whose legislation prescribes a term of 5 years each?  The terms of office for the Board of Commissioners and the Board of Directors pursuant to Financial Services Authority Regulation No No.33/POJK.04/2014 on the Board of Directors and the Board of Commissioners of Issuer or Public Company is 5 years.

Articles of Association

Board Manual

Page 92

Page 116

  Remuneration Matters 
E.3.12 Does the company disclose its remuneration (fees, allowances, benefit-in-kind and other emoluments) policy/practices (i.e. the use of short term and long-term incentives and performance measures) for its executive directors and CEO? 

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 Page 97-99
E.3.13 Is there disclosure of the fee structure for non-executive directors/commissioners?  The remuneration structure for the Commissioners and Directors is stipulated in the Remuneration for Senior Executive Policy as follows:
  1. Basic Salary.
  2. Benefit.
  3. Bonus (only for members of the Board of Directors)

Policy on the Remuneration for Senior Executive

Page 97-99

E.3.14 Do the shareholders or the Board of Directors approve the remuneration of the executive directors and/or the senior executives?  Remuneration of the Board of Commissioners and the Board of Directors of the Company is stipulated by the GMS by giving authority to: 
  1. Nominating and Remuneration Committee of the Company to determine the salary amount, bonus and other benefits for members of the BOC in accordance with the structure, policy and amount of remuneration based on the Company’s remuneration policy for the relevant financial year. 
  2. BOC of the Company to determine the salary amount, bonus and other benefits for members of the BOD in accordance with the structure, policy and amount of remuneration based on the Company’s remuneration policy for the relevant financial year. 

Integrated Annual Report 2019

Page 97

E.3.15 Does the company have measurable standards to align the performance-based remuneration of the executive directors and senior executived with long-term interests of the company, such as claw back provision and deferred bonuses? 

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.

Policy on the Remuneration for Senior Executive

Page 97

Page 145

  Internal Audit
E.3.16 Does the company have a separate internal audit function? The Company has Internal Audit Unit as required by Financial Services Authority Regulation No.56/POJK.04/2015 on Establishment and Guideline of Internal Audit Charter. 

Integrated Annual Report 2019

Page 132

E.3.17 Is the head of internal audit identified or, if outsourced, is the name of the external firm disclosed?  The Company has disclosed Head Internal Audit in Integrated Annual Report 2019 

Integrated Annual Report 2019

Page 132

E.3.18 Does the appointment and removal of the internal auditor require the approval of the Audit Committee?  Based on XL Axiata Internal Audit Charter, Group Head of Audit & Risk Management is appointed and dismissed by President Director upon the approval from the Board of Commissioners.
The Company's Audit Committee has a function in making decisions and providing recommendations for the best interests of the Board of Commissioners collectively.

Integrated Annual Report 2019

Charter of Committee Audit and Internal Audit

Page 132

E.3.19 Does the company establish a sound internal control procedures/risk management framework and periodically review the effectiveness of that framework?  The Company has Risk Management and Internal Control System which is being periodically review by the Board of Directors and the Board of Commissioners throough the Board of Audit Committee. 

Integrated Annual Report 2019

Page 136

Page 138

E.3.20 Does the Annual Report/Annual CG Report disclose that the board of directors/commissioners has conducted a review of the company's material controls (including operational, financial and compliance controls) and risk management systems?  The Board of Commissioners of the Company quarterly review the risk management system in quarterly basis as part of the Audit Committee Report.
Disclosure on responsibilitiy of the BOC and BOD on a sound Internal Control System covering oversight towards further conducted measures to minimize the risk as part of Audit Committee report is available at the Annual Report 

GC Report

Page 105

E.3.21 Does the company disclose the key risks to which the company is materially exposed to (i.e. financial, operational including IT, environmental, social, economic)?  The Company disclose the key risks related with its business activities in the Annual Report

Integrated Annual Report 2019

Page 141

E.3.22

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 Board of Audit Committee (“BAC”) acts as oversight function for risk management and review the adequacy and the integrity of the Company in managing risk. 

Integrated Annual Report 2019

Page 104

E.4 Member of the Board
  Board Chairman
E.4.1 Do different persons assume the roles of chairman and CEO?

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.

Our Leaders

Articles of Association

Page 110

E.4.2 Is the chairman an independent director/commissioner? As of 2019, the composition of the BOD and BOC of the Company are not led by an Independent Director or an Independent Commissioner.

Our Leaders

Integrated Annual Report 2019

Page 110

Page 86

E.4.3 Is any of the directors a former CEO of the company in the past 2 years? There was no Director has served as President Director in the last two (2) years

Integrated Annual Report 2019

Page 110

E.4.4 Are the roles and responsibilities of the chairman disclosed? The Company disclosed President Director and President Commissioner roles & responsibility in the Integrated Annual Report.

Integrated Annual Report 2019

Page 92

Page 113

  Lead Independent Director
E.4.5 If the Chairman is not independent, has the Board appointed a Lead/Senior Independent Director and has his/her role been defined? As of 2019, in the composition of the BOC of the Company is not led by an Independent Commissioner.

Our Leaders

Integrated Annual Report 2019

Page 110

Page 86

  Skill and Competencies
E.4.6 Does at least one non-executive director/commissioner have prior working experience in the major sector that the company is operating in?

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.

Integrated Annual Report 2019

Page 87-91

Page 110-112

E.5 Board Performance
E.5.1 Does the company have orientation programmes for new directors/commissioners?

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:

  1. The Company’s strategy which includes business plans, branding and technology and networks.
  2. Presentation of Governance includes:
    • duties, responsibilities and authorities as members of the Board of Directors and / or the Board of Commissioners.
    • Policies related to governance

Integrated Annual Report 2019

Page 119

E.5.2 Does the company have a policy that encourages directors/ commissioners to attend on-going or continuous professional education programmes?

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
business scope. 

Integrated Annual Report 2019

Page 87-91

Page 110-112

  CEO/Executive Management Appointments and Performance
E.5.3 Does the company disclose the process on how the board of directors/commissioners plans for the succession of the CEO/Managing Director/President and key management? Process of Succession Director as mention in Director Sucession Policy

Director Sucession Policy

Page 119

E.5.4 Does the board of directors/commissioners conduct an annual performance assessment of the CEO/Managing Director/President? In 2019, BOD of XL Axiata has appoint third parties to held an assessment by an independent third party to the BOC and BOD which included Board Effectiveness, peer-to-peer assessment with fellow members of the BOD and Cross Board Assessments with each member of the BOC. The assessment includes understanding the roles, duties and responsibilities as well as evaluating the Company’s GCG. The assessment results will be used as recommendations for the Company’s GCG improvements and as one of the basic considerations of the respective BOD member to be reappointed.

Integrated Annual Report 2019

Page 119

  Board Appraisal
E.5.5 Did the company conduct an annual performance assessment of the board of directors/commissioners and disclose the criteria and process followed for the assessment?

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.

Integrated Annual Report 2019

Page 96

Page 118

  Director Appraisal
E.5.6 Did the company conduct an annual performance assessment of the individual directors/commissioners and disclose the criteria and process followed for the assessment?

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.

Integrated Annual Report 2019

Page 118

Page 108-110

  Committee Appraisal
E.5.7 Did the company conduct an annual performance assessment of the board committees and disclose the criteria and process  Assessment on Committee under the BOC and BOD are disclosed in 2019 Annual Report

Integrated Annual Report 2019

Page 96

Page 118

Level 2
Item Bonus

 

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

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.

(B)A.1.1 Does the company practice secure electronic voting in absentia at the general meetings of shareholders? XL Axiata implemented an electronic voting (e-Voting) at the annual general meeting of shareholders for the financial year 2019, which held on 18 May 2020.

General meeting of shareholders

Page. 74

(B)B Equitable Treatment of Shareholders
(B)B.1 Notice of AGM
(B)B.1.1

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.

General meeting of shareholders

Page 74

(B)C Roles of Stakeholders
(B)C.1 The rights of stakeholders that are established by law or through mutual agreements are to be respected
(B)C.1.1 Does the company adopt an internationally recognized reporting framework for sustainability (i.e. GRI, Integrated Reporting, SASB)?

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).

2019 Integrated Annual Report

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B)D Disclosure and transparency
(B)D.1 Quality of Annual Report
(B)D.1.1 Are the audited annual financial report/statement released within 60 days from the financial year end?

The audited annual financial statement of XL Axiata was released on 10 February 2020 or 41 days after the financial year end.

Annual Financial Statement

Page 196

(B)D.1.2 Does the company disclose details of remuneration of the CEO? Total remuneration of each member of BOD and BOC of XL Axiata can be found in Annual Report.

2019 Integrated Annual Report

Page 98

(B)E Responsibilities of the Board
(B)E.1 Board Competencies and Diversity
(B)E.1.1 Does the company have at least one female independent director/ commissioner?

As of 2019, XL Axiata had 1 (one) woman who is an Independent Commissioner, namely: Mrs. Yasmin S. Wirjawan.

Integrated Annual Report 2019

Our Leadeer

Page 86

(B)E.1.2 Does the company have a policy and disclose measurable objectives for implementing its board diversity and report on progress in achieving its objectives?

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.

Integrated Annual Report 2019

Page 92

Page 114

(B)E.2 Board Structure
(B)E.2.1 Is the Nominating Committee comprise entirely of independent directors/ commissioners? As of 2019, 2 (two) Independent Commissioners of the Company were included in the membership of the Company's Nominating and Remuneration Committee.

Integrated Annual Report 2019

Nominating and Remuneration Committee

Page 106
(B)E.2.2 Does the Nominating Committee undertake the process of identifying the quality of directors aligned with the company's strategic directions?

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.

 

Integrated Annual Report 2019

Nominating and Remuneration Committee

 

Page 106

(B)E.3 Board Appointments and Re-Election
(B)E.3.1 Does the company use professional search firms or other external sources of candidates (such as director databases set up by director or shareholder bodies) when searching for candidates to the board of directors/commissioners?

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.

 

Integrated Annual Report 2019

Nominating and Remuneration Committee

 

Page 106

(B)E.4 Board Structure & Composition
(B)E.4.1 Do independent non-executive directors/commissioners make up more than 50% of the board of directors/commissioners for a company with independent chairman?

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:

  1. Muliadi Rahardja
  2. Yasmin S. Wirjawan
  3. Julianto Sidarto
     

 

Integrated Annual Report 2019

Our Leader

 

Page 86

(B)E.5 Risk Oversight
(B)E.5.1 Does the board describe its governance process around IT issues including disruption, cyber security, disaster recovery, to ensure that all key risks are identified, managed and reported to the board?

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.

Integrated Annual Report 2019

Network

Page 38-41

Page 121

(B)E.6 Board Performance
(B)E.6.1 Does the company have a separate board level Risk Committee?

XL Axiata has 2 risk committees:

  1. Equivalent to the BOC, namely Risk and Compliance Committee; and
  2. Equivalent to the Directors, namely Risk Management and Business Sustainability Committee

Integrated Annual Report 2019

Board Risk and Compliance Committee

Page 122

Penalty

 

No Subject Implementation in 2019  Reference
Website Integrated Annual Report 2019
(P)A Rights of Shareholders
(P)A.1 Basic shareholder rights
(P)A.1.1 Did the company fail or neglect to offer equal treatment for share repurchases to all shareholders?

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

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(P)A.2 Shareholders, including institutional shareholders, should be allowed to consult with each other on issues concerning their basic shareholder rights as defined in the Principles, subject to exceptions to prevent abuse.
(P)A.2.1

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.

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(P)A.3 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.
(P)A.3.1 Did the company include any additional and unannounced agenda item into the notice of AGM/EGM?

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.

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(P)A.3.2 Did the Chairman of the Board, Audit Committee Chairman and CEO attend the most recent AGM? Chairman of the Board, Audit Committee Chairman and CEO attended the most recent AGM.
Evidence of attendance list was 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
(P)A.4 Capital structures and arrangements that enable certain shareholders to obtain a degree of control disproportionate to their equity ownership should be disclosed.
  Did the company fail to disclose the existence of:
(P)A.4.1 Shareholders agreement?

XL Axiata does not have shareholders agreement.

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(P)A.4.2 Voting cap? XL Axiata does not regulate voting cap.

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(P)A.4.3 Multiple voting rights? XL Axiata does not regulate multiple voting rights. - -
(P)A.5 Capital structures and arrangements that enable certain shareholders to obtain a degree of control disproportionate to their equity ownership should be disclosed.
(P)A.5.1 Is a pyramid ownership structure and/or cross holding structure apparent?

XL Axiata does not have pyramid ownership structure and/or cross holding structure.

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(P)B Equitable treatment of shareholders
(P)B.1 Insider trading and abusive self-dealing should be prohibited.
(P)B.1.1 Has there been any conviction of insider trading involving directors/ commissioners, management and employees in the past three years? In the past 3 (three) years, there is no evidence of insider trading involving Directors/Commissioners, management and employees of XL Axiata.

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(P)B.2 Protecting minority shareholders from abusive action
(P)B.2.1 Has there been any cases of non-compliance with the laws, rules and regulations pertaining to material related party transactions in the past three years?

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.

 

Integrated Annual Report 2019

 

Page 102

(P)B.2.2 Were there any RPTs that can be classified as financial assistance (i.e not conducted at arms length) to entities other than wholly-owned subsidiary companies? XL Axiata does not have any RPTs that can be classified as financial assistance to entities other than wholly-owned subsidiary companies. This item can refer to the Annual Financial Statements of XL Axiata as well as Disclosure Information which XL Axiata always does. Annual Financial Statement Page 196
(P)C. Roles of Stakeholders
(P)C.1 The rights of stakeholders that are established by law or through mutual agreements are to be respected
(P)C.1.1 Have there been any violations of any laws pertaining to labour/employment/ consumer/insolvency/commercial/ competition or environmental issues?

In XL Axiata, there is no violations of any laws pertaining to labour/ employment/ consumer/ insolvency/ commercial/ competition or environmental issues.

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(P)C.2 Where stakeholders participate in the corporate governance process, they should have access to relevant, sufficient and reliable information on a timely and regular basis.
((P)C.2.1 Has the company faced any sanctions by regulators for failure to make announcements within the requisite time period for material events?

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.

Integrated Annual Report 2019

Page 129

(P)D. Disclosure and transparency
(P)D.1 Quality of Annual Report
(P)D.1.1 Did the company receive a "qualified opinion" in its external audit 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.

Annual Financial Statement

Page 196

(P)D.1.2 Did the company receive an "adverse opinion" in its external audit report?
(P)D.1.3 Did the company receive a "disclaimer opinion" in its external audit report?
(P)D.1.4 Has the company in the past year revised its financial statements for reasons other than changes in accounting policies? In the past year, XL Axiata has never revised its financial statements for reasons other than changes in accounting policies.
This is consistent with the submission of XL Axiata through the website of Indonesia Stock Exchange.
 
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(P)E. Dewan Komisaris
Responsibilities of the Board
(P)E.1 Board Competencies and Diversity
(P)E.1.1 Is there any evidence that the company has not complied with any listing rules and regulations over the past year apart from disclosure rules?

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.

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(P)E.1.2 Have there been any instances where non-executive directors/commissioner have resigned and raised any issues of governance-related concerns? There is no member of BOD and BOC of XL Axiata whom has resigned and raised any issues of governance-related concerns. - -
(P)E.2 Board Structure
(P)E.2.1 Does the company have any independent directors/commissioners who have served for more than nine years or two terms of five years each (which ever is higher) in the same capacity?

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.

Integrated Annual Report 2019

BOC Profile

Page 86

  1 The five years term must be required by legislation which pre-existed before the introduction of the ASEAN Corporate Governance Scorecard in 2011
(P)E.2.2 Did the company fail to identify who are the independent director(s)/ commissioner(s)? XL Axiata did not fail for identifying who is the Independent Commissioner(s). All Independent Commissioner of XL Axiata who served is described in the XL Axiata Integrated Annual Report and the XL Axiata website.

Integrated Annual Report 2019

BOC Profile

Page 86
(P)E.2.3 Does the company have any independent directors/non-executive/commissioners who serve on a total of more than five boards of publicly-listed companies? XL Axiata does not have independent directors/non-executive/commissioners who serve on a total of more than five boards of publicly-listed companies. The profiles of each member are presented in the XL Axiata Integrated Annual Report and the XL Axiata website.
(P)E.3 External Audit
(P)E.3.1 Is any of the directors or senior management a former employee or partner of the current external auditor (in the past 2 years)?

XL Axiata does not have directors or commissioners who are former employees or partners of the current external auditor (in the last 2 years).

 

 

(P)E.4 Board Structure & Composition
(P)E.4.1 Has the chairman been the company CEO in the last three years?

President Commissioner of XL Axiata has never been the CEO of the company in the last three years.

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(P)E.4.2 Do independent non-executive directors/commissioners receive options, performance shares or bonuses?

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.

Summary of AGMS

Integrated Annual Report 2019

Page 77

Page 99

Page 177