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?
The Company does pay dividend to the shareholders in an equitable and timely manner pursuant to applicable law.
On dividend distribution year book 2020, XL Axiata complies with (i) Law No.40/2007 (Company Law); (ii) Indonesian Stock Exchange (IDX) Regulation Number II-A on Securities Trading; (iii) Decree Letter of Directors of IDX No. Kep-00023/BEI/03-2015; (iv) OJK Regulation No. 15/POJK.04/2020, and other related regulation for the dividend distribution procedure.
Amendments to the Company's constitution?
The shareholders have the rights to participate in amendments of Company’s constitution (AOA). XL Axiata in this matter complies with (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 must be approved by more than 2/3 (two thirds) of the total XL Axiata’s shares with valid voting right present at the GMS.
Summary of EGMS 27 October 2020
Summary of AGMS 23 April 2021
Summary of EGMS 10 March 2016
Summart of EGMS 30 September 2019
In accordance with prevailing regulations and Article 13 of Company’s AOA, any merger, dissolution or acquisition of the Company must be approved by the GMS.
In 2020 XL Axiata did not conduct any of these corporate actions.
Articles of Association
Summary of AGMS 18 May 2020
The Company does provide the non-controlling shareholders a right to nominate a BOD and/or BOC under XL Axiata’s Nomination of Senior Executive Policy which regulates that any candidate for The BOD and BOC can be submitted by the Shareholder to the NRC without distinguishing between majority and minority Shareholders.
2020 Integrated Annual Report
Based on the Article 14 (3) and Article 17 (3) of Articles of Association, the appointment of the BOC or BOD must obtain GMS approval.
Summary of AGMS 18 May 2020 and EGMS 27 October 2020
Meeting Rules of Conduct and Minutes of Meeting AGMS 18 May 2020 and EGMS 27 October 2020
In GMS, the opportunity for Shareholders to raise questions was recorded in:
Both in AGMS dated 18 May 2020 and EGMS dated 27 October 2020, there were no shareholders raising questions.
Summary of Minutes of Meeting AGMS 18 May 2020 and EGMS 27 October 2020
Summary of Minutes of Meeting AGMS 18 May 2020 and 27 October 2020
XL Axiata discloses the attendance information of BOD and BOC in GMS under 2020 Integrated Annual Report.
In 2020, AGMS and EGMS were attended by all members of the BOC and BOD.
Meeting Rules of Conduct and Minutes of Meeting AGMS 18 May 2020 and EGMS 27 October 2020
which this information has also been disclosed at the beginning of the GMS and has been listed in the Deed of the Summary of GMS published in the Company’s website.
Minutes of Meeting AGMS 18 May 2020 and EGMS 27 October 2020
Disclosure Information – Appointment of Share Registrar
The Company complies with the Article 51 (2) and 52 (1) POJK 15/2020 on the announcement of the GMS’ result. The announcement of the results of the GMS includes the results of the voting.
Invitation AGMS 18 May 2020 and EGMS 27 October 2020
Announcement AGMS 18 May 2020 and EGMS 27 October 2020
XL Axiata has a disclosed Integrated Communication Policy which regulates Communication with Shareholders and Investors.
In 2020 Integrated Annual Report, the Company also encourages the shareholders to get involve with the Company by giving information access, opportunity to propose or ask question and/or data through Investro Relation or Company Secretary, except for the confidential question or data.
Integrated Communication Policy
Does the company's ordinary or common shares have one vote for one share?
XL Axiata complies with Article 11 paragraph 18 AOA, which each share has given the right to its owner to cast one vote.
The Meeting Rules of Conduct
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 applies each resolution in the most recent GMS deal with only one item or only for one meeting’s agenda only.
General Meeting of Shareholders
The Company’s GMS notice is available in English and Bahasa Indonesia version, both published on the same day. XL Axiata complies with Article 52 (1) OJK Regulation 15/2020 and Article 10 paragraph 17 AOA, whereas the Invitation of GMS can be accessed through XL Axiata website which is presented in Bahasa Indonesia and English version.
The profile of BOD and BOC whose subject to election or re-elecetion are included in the GMS material. XL Axiata complies with Article 18 paragraph 4 OJK Regulation 15/2020, 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.
6th Agenda of AGMS
1st Agenda of EGMS
The appointment or re-appointment of auditors are clearly identified in the GMS Material. XL Axiata complies with Article 13 (1) OJK Regulation 13/2017, whereas the appointed of auditor should be decided in GMS by considering the suggestion from BOC.
4th Agenda of AGMS
XL Axiata complies with Article 23 (1) OJK Regulation 15/2020, 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. Pursuant to Article 27 OJK Regulation 15/2020, XL Axiata also provided an alternative to the shareholders to give e-proxy through eASY.KSEI.
Meeting Proxy Form
XL Axiata does have policy which 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 Communication Policy
The BOD and/or BOC are required to report their transaction in company’s shares. The Company complies with 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.
BOC and BOD Shares Ownership Policy
Information Disclosure for Certain Shareholders
XL Axiata has a policy in the form 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.
Such matters are also stipulated under Article 16 (17) and Article 19 (18) AOA.
Board Manual and Code of Ethics
XL Axiata has several policies on Related Party Transactions, among others, stipulated under:
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 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
The Company does regulate this matter. Such matter can be found in Article 16 (17) and Article 19 (18) of the AOA and also in Board Manual.
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
Summary of Remuneration Policy
Annual Financial Statement
XL Axiata complies with OJK Regulation 42/2020, 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 complies 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.
Summary of Procurement Policy
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.
This information has also been disclosed in 2020 Integrated Annual Report.
XL Axiata discloses this information through 2020 Integrated Annual Report.
Through XL Axiata’s sustainability strategy on Building Prosperity, Nurturing People, Process Excellence and Planet & Society pillars, XL Axiata has conducted some activities to interact with communities, among others are:
XL Axiata ABAC Policy Statement
Anti-Bribery and Anti-Corruption Policy of XL Axiata
Page 38Page 180
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 2020, the Company has invested around IDR5bio for employees 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 discloses the identity of beneficial owners with 5% or more which can be found in the Group Structure & Ownership or in the Shareholders Detail.
Group Structure & Ownership
2019 Integrated Annual Report
XL Axiata has disclosed the shares ownership of the senior management, directly or indirectly, which is described in 2020 Integrated Annual Report.
XL Axiata has corporate objectives and business activities which disclosed in 2020 Integrated Annual Report.
Vision, Purpose, and Culture
5 Years Financial Highlights
Page 115 - 118
The Company complies with OJK Regulation No. 42/2020 and Article 15 (4) AOA which regulate on this matter.
The publication of the policy on reviewing and approving related party material transaction is also provided in Audit Committee Charter.
The Company complies with OJK Regulation 42/2020. The publication on Affililated Transaction and Conflict of Interest. The disclosure of this transaction is as stipulated under Company’s financial statement.
XL Axiata has a policy which regulates on company’s shares trading by insiders. This policy is stipulated under Blackout Policy and has been published in company’s website.
Based on such policy, Insiders, among others, are Commissioners and Directors. In this case, in the event there is a trading of company’s shares conducted by Directors and/or Commissioners, XL Axiata will disclose such information pursuant to POJK 11/2017 and BOD and BOC Shares Ownership Policy.
In 2020, the Company has disclosed trading of company shares conducted by members of Board of Directors. This transactions are conducted in accordance with the prevailing laws.
Audit fees are disclosed based on a deal between the Company and the appointed Public Accounting Firm. This audit Fees for financial year 2020 are disclosed In 2020 Integrated Annual Report.
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 has official website which in 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 15 February 2021 or less than 120 days after the end of Company’s financial year.
XL Axiata’s 2020 Integrated Annual Report released on 1 April 2021 or less than 120 days after the end of Company’s financial year.
XL Axiata holds Analyst’s briefing in quarterly basis at the same time with Financial Statement publication.
XL Axiata published detail contact of the Investor Relation in Annual Report and Website.
Does the company disclose its corporate governance policy/ board charter?
The Company does disclose its governance policy and board charter in company’s website. XL Axiata in this matter complies with OJK Regulation 8/2015 which has disclosed its corporate governance policy/ board charter through XL Axiata website.
Good Corporate Governance
XL Axiata regulates the decision that requires approval from the BOD or BOC as stipulated in Article 15 paragraph 3 of the Articles of Association and Board Manual in which both documents have been disclosed in company’s website
XL Axiata’s Vision/Mission is available in website and 2020 Integrated 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 2020 can be found in the agendas of BOD’s meeting which published in 2020 Integrated Annual Report. In yearly basis, BOD is also required to prepare the business plan in which the Company’s strategy is included. The business plan is prepared for the following year and is discussed in BOD meeting.
Are the details of the code of ethics or conduct disclosed?
the Code of Ethic for the Board of Directors and the Board of Commissioners are regulated in Board Manual which has been disclosed in Company’s website. In addition, the Code of Ethics is included under the Company Regulation.
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 2020, the Company has (3) members of Independent Commissioner from total nine (9) members of Board of Commissioners, namely:
The Company complies with OJK Regulation 33/2014 on the term of office of the Independent Commissioners. This regulation has also been implemented in the AOA and Board Manual of the Company, whereby an Independent Commissioner may serve the Company for 2 consecutive periods, and can be reappointed for the next period as long as such member declares their independence in GMS.
The Company complies with the provision of concurrent Board position for Independent Commissioners as stipulated in OJK Regulation No. 33/POJK.04/2014.
Conccurrent position of each Independent Commissioner of the Company disclosed in 2020 Integrated Annual Report under the Board of Commissioners profile section.
As per 31 December 2020, The Company does have BOC who also serve as Board of Directos and/or Board of Commissioners in other public listed company, namely:
As for the BOD, there are no Directors in XL Axiata who also serve as Board of Directors and/or Board of Commissioners in other public listed company,
For the details of concurrent position of each member of the Board of Directors and Board of Commissioners of the Company, XL Axiata discloses this information in 2020 Integrated Annual Report under the Board of Directors and Board of Commissioners profile section.
The Company complies with the provision of concurrent Board position as stipulated in OJK Regulation No. 33/POJK.04/2014
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 2020, 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 2020, the Chairman of Nominating and Remuneration Committee is Independent Commissioner of the Company, namely Mr. Muliadi Rahardja.
The Company has a The Nominating and Remuneration Committee Charter which is disclosed in company’s website.
The charter was made in accordance with Financial Services Authority Regulation No. 34/POJK.04/2014 on Nominating and Remuneration Committee of Issuer or Public Company.
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 2020, 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 2020, 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 fourth agenda of the 2020 Annual GMS, the Audit Committee has provided such recommendation.
Audit Committee Charter
4th Agenda AGMS
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.
The remuneration structure for the Commissioners and Directors are stipulated in the Remuneration for Senior Executive Policy as follows:
The remuneration structure of Directors and Commissioners are disclosed in 2020 Integrated Annual Report.
7th Agenda AGMS
XL Axiata in this matter has measurable standards in which the performance-based remuneration (variable cash incentives and annual bonus) of Directors shall be measured based on several factors of Company’s interest, such as, achievement for specific targets and Company’s performance.
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, whereby this provision is stipulated under Audit Committee Charter.
Charter of Committee Audit and Internal Audit
Charter of Audit Committee and Internal Audit
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.
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 Nomination 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 have working experience in the same field with the Company’s main business as disclosed in each BOD and BOC profile in 2020 Integrated 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 by GMS. 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 and BOC 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 Plan 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 Nominating and Remuneration Committee as well as self assessment assessment on Board Effectiveness.
Company has conducted performance assessment of each member of the Board of Directors which 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 self 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 2020: The first notification of AGMS plan was released on 9 April 2020 for AGMS on 18 May 2020 or more than 28 days before the meeting date. Detailed agenda and explanatory of each agenda was published along with the date of the meeting invitation on 24 April 2020.
As for the first notification of EGMS plan was released on 18 September 2020 for EGMS 27 October 2020 or more than 28 days before the meeting date. Detailed agenda and explanatory of each agenda was published along with the date of the meeting invitation on 5 October 2020.
For financial year of 2020, XL Axiata has prepared and submitted an 2020 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 15 February 2020 or 46 days after the financial year end.
As of 2020, XL Axiata had 1 (one) woman who is an Independent Commissioner, namely: Mrs. Yasmin S. Wirjawan.
Yes, it does. Requirements and qualifications of member of BOD and BOC of XL Axiata comply with OJK Regulation 33/2014 and the needs of the Company which including diversity of expertise and composition of BOC and BOD. This has been published in 2020 Integrated Annual Report.
XL Axiata complies with OJK Regulation 34/2014 where it’s regulated thatthe composition of Nominating and Remuneration Committee shall consist of:
In accordance with above regulation, as of 2020, 2 (two) Independent Commissioners of the Company and one from external independent party were included in the membership of the Company's Nominating and Remuneration Committee.
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.
This also has been disclosed in the appointment of Directors in 2020 whereby such appointment was conducted by considering the quality of the Directors in which the quality is aligned with the needs of the Company, including Company’s strategic direction.
For instance, the appointment of David Arcelus Oses in AGMS dated 18 May 2020 is aligned with the Company’s strategic direction as he is replacing the previous commercial Director, as well as the appointment of Budi Pramantika in EGMS 27 October 2020 who is replacing the previous finance Director.
Further, on the appointment of I Gede Darmayusa in EGMS 27 October 2020, the Nominating and Remuneration Committee recommended him to be appointed as Director, due to his expertise in technology in which his contribution will support the Company to achieve the Company’s strategic direction.
XL Axiata has an internal Talent Pool for the successor or candidates of senior leadership including the Board of Directors’ candidate. Apart from such internal Talent Pool, XL Axiata is also collaborated with Axiata to integrate the talent pool with the Group. In the event, no specific candidates is available in both XL Axiata and Axiata’ Talent Pool, thus XL Axiata is engaging professional recruiters to find suitable candidate.
XL Axiata in this matter complies with OJK Regulation No. 33/POJK.04/2014 whereby the composition of Independent Commssioners shall be 30% of total members of the Board of Commissioners.
As a company engages 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.
XL Axiata has completed the buyback shares in 2020 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 2020 and 2021 XL Axiata’s 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, whereby the meeting’s agenda which has been announced is always the 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.
Summary of AGMS