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 yearbook 2022, 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.
Dividend Information
Page 75
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 Minutes of Meeting EGMS 10 August 2022
Summary of Minutes – Recapitulation of Voting Result EGMS 10 August 2022
Articles of Association
Page 121 - 122
The shareholders were involved in authorization of additional shares. In accordance with OJK regulations, additional capital with or without pre-emptive right must obtain shareholder approval through the GMS.
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 2022 and 2023 XL Axiata did not conduct any of these corporate actions.
Page 119
Based on Article 96 of the Company Law, the GMS has the authority to approve remuneration for the BOC and BOD.
Summary of Minutes of Meeting AGMS 22 April 2022
Summary of Minutes of Meeting AGMS 5 May 2023
Page 120
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.
Nomination Policy
Page 136
Page 169
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.
Page 122 - 123
XL Axiata has disclosed the voting procedures of GMS in the Meeting Rules of Conduct which has been published on the same day as the GMS invitation date.
Meeting Rules of Conduct and Minutes of Meeting AGMS 22 April 2022 and EGMS 10 August 2022
Meeting Rules of Conduct and Minutes of Meeting AGMS 5 May 2023
Page 120 - 122
In GMS, the opportunity for Shareholders to raise questions was recorded in:
In AGMS dated 5 May 2023 Shareholders were given the opportunity to raise questions, and there were shareholders raising questions.
Minutes of Meeting Notarial Deed) AGMS 5 May 2023
Summary of Minutes – Recapitulation of Voting Result AGMS 5 May 2023
Page 121
XL Axiata discloses the attendance information of BOD and BOC in GMS on the Company’s website and2022 Integrated Annual Report.
Summary of Minutes of Meeting AGMS 22 April 2022 and EGMS 10 August 2022
Minutes of Meeting Notarial Deed) AGMS 22 April 2022 and EGMS 10 August 2022
Page 120 - 121
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.
Minutes of Meeting AGMS 22 April 2022 and EGMS 10 April 2022
Minutes of Meeting AGMS 5 May 2023
N/A
Invitation AGMS 22 April 2022 and EGMS 10 August 2022
Invitation AGMS 5 May 2023
I Invitation AGMS 22 April 2022 and EGMS 10 August 2022
Announcement AGMS 22 April 2022 and EGMS 10 August 2022
Announcement AGMS 5 May 2023
Information Disclosure
XL Axiata has a disclosed Integrated Communication Policy which regulates Communication with Shareholders and Investors.
In 2022 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 Investor Relation or Corporate Secretary, except for the confidential question or data
Integrated Communication Policy
Contact Us
Page 197, 252, 296
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 2022
The Meeting Rules of Conduct 2023
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 2022
General Meeting of Shareholders 2023
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.
General Meeting of Shareholder 2022
General Meeting of Shareholder 2023
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.
3th Agenda of EGMS
6th Agenda of AGMS
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.
3rd Agenda of AGMS 2022
3rd Agenda of AGMS 2023
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 2022
Meeting Proxy Form 2023
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
Page 218
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 on the website.
BOC and BOD Shares Ownership Policy
Information Disclosure for Certain Shareholders
Information Disclosure for Certain Shareholders 2023
Page 178
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 in the meeting.
Such matters are also stipulated under Article 16 (17) and Article 19 (18) AOA
Board Manual and Code of Ethics
Page 194
XL Axiata has several policies on Related Party Transactions, among others, stipulated under:
Whereby the Board of Audit Committee have the role and responsibility to supervise and review 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
Page 146
The Company does regulate this matter. Such matter can be found in Article 16 (17) and Article 19 (18) of the AOA and in Board Manual.
Under XL Axiata’s 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.
Summary of Remuneration Policy
Annual Financial Statement
Page 76
Page 289 (Last Page)
XL Axiata complies with OJK Regulation 42/2020, whereas affiliated transactions with conflict of interest must first be approved by the Independent Shareholders in the GMS.
2022 Integrated Annual Report
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.
XL Center
Sustainability Report
Page 242
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 2022 Integrated Annual Report.
Sustainability Pillars
Page 52
Page 224
XL Axiata discloses this information through 2022 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 212
Page 52Page 224
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 252
Page 104
Page 223
During 2022, 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.
Life In XL Axiata
Page 103
Page 144
Whistleblowing Policy
Whistleblowing System
Page 211
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
Page 283
Page 278
XL Axiata has disclosed the shares ownership of the senior management, directly or indirectly, which is described in 2022 Integrated Annual Report
Page 284
Corporate Objectives
XL Axiata has corporate objectives and business activities which disclosed in 2022 Integrated Annual Report
Page 17
5 Years Financial Highlights
Page 36
Page 96
Page 102
Page 112
Page 233
Summary of Dividend Policy
Our Leaders
Page 126 - 133
Page 162 - 167
Page 138 - 141
Page 171 - 176
Page 145
The Annual Report contains a statement from the Board of Commissioners on the implementation of good corporate governance.
In the GCG section of the Annual Report, it also contains compliance with the implementation of corporate governance and in 2022 there were no violations of corporate governance compliance.
Page 28
Page 213 - 220
The Company complies with OJK Regulation No. 42/2020, OJK Regulation No. 17/2020, 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
Board Manual
Audit Committee Charter
The Company complies with OJK Regulation 42/2020. The disclosure of this transaction is as stipulated under Company’s financial statement
2022 Annual 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 2022, the Company has disclosed trading of company shares conducted by members of Board of Directors through the Indonesia Stock Exchange website and the Company’s website. These transactions are conducted in accordance with the prevailing laws.
Blackout Policy
BOD and BOC Shares Ownership Policy
Information Disclosure Certain Shareholders
Audit fees are disclosed based on a deal between the Company and the appointed Public Accounting Firm. This audit Fees for financial year 2022 and non-audit Fees are disclosed in 2022 Integrated Annual Report.
Page 286
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
Page 195
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
Page 296 - 297
Materi Analyst’s briefing
Browse News and Press Release
Page 253 - 269
XL Axiata’s Annual Financial Statement released on 20 February 2023 or less than 120 days after the end of Company’s financial year.
Page 298 (Last Page)
XL Axiata’s 2022 Integrated Annual Report released on 6 April 2023 or less than 120 days after the end of Company’s financial year.
Page 44
XL Axiata holds Analyst’s briefing in quarterly basis at the same time with Financial Statement publication.
Analyst’s briefing Material
Page 197
Notice/Invitation of GMS
Page 120 - 124
GMS
XL Axiata published detail contact of the Investor Relation in Annual Report and Company’s Website.
Does the company disclose its corporate governance policy/ board charter?
The Company discloses its Corporate Governance policy and the Board Manual/Charter of the Board of Directors and Board of Commissioners through XL Axiata Website.
Good Corporate Governance
Page 135
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
Page 135-136
Page 168-169
XL Axiata’s Vision/Mission is available in website and 2022 Integrated Annual Report.
Vision, Purpose & Core Value
Page 14-15
BOD has responsible to establish XL Axiata strategy and review the implementation through monthly review in BOD Meeting.
The implementation in 2022 can be found in the agendas of BOD’s meeting which published in 2022 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.
Page 170 - 176
Are the details of the code of ethics or conduct disclosed?
The Code of Conduct for the Board of Directors and Board of Commissioners has been published on the Company's website.
Page 209
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 2022, the Company has (3) members of Independent Commissioner from total seven (7) members of Board of Commissioners, namely:
Page 126
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.
Article of Association
The Company complies with the provision of concurrent Board position for Independent Commissioners as stipulated in OJK Regulation No. 33/POJK.04/2014.
The Company has a Concurrent Position Policy which is published on the Company's website.
The concurrent position of each Independent Commissioner of the Company is disclosed in the profile of the Board of Commissioners in the 2022 Annual Report.
Concurrent Position Policy
As per 31 December 2022, 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 2022 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 2022, 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 2022, 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.
Disclosure on Nominating and Remuneration Committee is available on: 3. 2022 Annual Report, and 1. website of the 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 Which pulished on the Company’s Website
Audit Committee
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 2022, 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 2022, 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. This is disclosed in the Company's Audit Committee Charter and Audit Committee Member Profiles.
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 2022 Annual GMS, the Audit Committee has provided such recommendation.
3rd Agenda AGMS
Page 285
The schedule of Board of Directors Meetings is scheduled by the Corporate Secretary prior to the commencement of the financial year. Board of Directors meetings are held regularly and are therefore automatically scheduled at least once a week.
Page 171-176
Page 138-139
Page 137
Page 170
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.
The duties of the Corporate Secretary are disclosed in the Corporate Secretary Charter on the Company's Web and in the Company's Annual Report.
Corporate Secretary Charter
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.
This is disclosed in the Company's Nomination Policy and Board Manual available on the Company's website.
Page 196
The appointment policy of the XL Axiata BOD is regulated in the Senior Executive Nomination Policy which disclosed in the Company’s website. The Directors/Commissioners candidates as proposed by Shareholders and/or Minority Shareholders are conveyed to the XL Axiata 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, 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 2022 Integrated Annual Report.
This is disclosed in the AGMS Resolution on the Company's Web.
4th Agenda AGMS 2022
5th Agenda AGMS 2023
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.
This is disclosed in the Remuneration Policy on the Company’s Website.
Page 210
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.
The Internal Audit Charter is published on the Company’s Website.
Internal Audit Charter
Page 198
Based on XL Axiata Internal Audit Charter which published on Company’s Website, Group Head of Audit & Risk Management is appointed and dismissed by President Director upon the approval from the Board of Commissioners.
Charter of Audit Committe Charter Internal Audit
The Company has an adequate Risk Management and internal control procedures.
Commissioners supervises the implementation of the Risk Management Policy through the Risk and Compliance Committee. In addition, the Risk and Business Continuity Committee and the Risk and Compliance Division assist the Board of Directors in ensuring the effectiveness of the implementation of the Risk Management Policy.
The effectiveness of internal control implementation in the Company is supervised by the Board of Commissioners through the Audit Committee and in the implementation of internal control, the Board of Directors is assisted by the Internal Audit Division.
Risk and Compliance Charter
Page 201
Page 202
The Board of Commissioners of the Company quarterly review the risk management system in quarterly basis as part of the Audit Committee Report.
Disclosure of Directors' responsibility for the adequacy of the Internal Control System is contained in the Annual Report in the Governance section.
Page 110
Page 207
Page 158
Page 204 - 206
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?
Page 150
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.
Page 162
Currently, the President Commissioner of the Company, while not explicitly classified as an Independent Commissioner, meets the criteria of an Independent Commissioner as outlined in POJK 33/2014.
This is evident in the President Commissioner's profile on the Company's website and in the Annual Report.
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 2022 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:
This is regulated in the Board Manual, Corporate Secretary Charter and disclosed in the Company's Annual Report.
Page 142
Page 176
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’sbusiness scope.
This is regulated in the Company's Board Manual and disclosed in the Company's Annual Report.
Page 127 - 133
Director Sucession Plan Policy
Page 177
Page 109
Page 139
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).
In addition, the assessment is also carried out by the Nomination and Remuneration Committee and through self-assessment of Board Effectiveness. This is disclosed in the Company's Annual Report.
Page 144 & 142
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. This is disclosed in the Company's Annual Report.
Page 133
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 2022
General meeting of shareholders 2023
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 2022: The first notification of AGMS plan was released on 16 March 2022 for AGMS on 22 April 2022 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 31 March 2022.
As for the first notification of EGMS plan was released on 4 July 2022 for EGMS 10 August 2022 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 19 July 2022.
In 2023: The first notification of AGMS plan was released on 21 March 2023 for AGMS on 5 May 2023 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 6 April 2023.
For financial year of 2022, XL Axiata has prepared and submitted an 2022 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 20 February 2023 or 46 days after the financial year end.
As of 2022, XL Axiata had 1 (one) woman who is an Independent Commissioner, namely: Mrs. Yasmin S. Wirjawan.
Our Leadeer
Page 31
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 2022 Integrated Annual Report.
Page 168
XL Axiata complies with OJK Regulation 34/2014 where it’s regulated that the composition of Nominating and Remuneration Committee shall consist of:
In accordance with above regulation, as of 2022, 1( one) 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 Nomination 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 2023 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 Feiruz Ikhwan in AGMS dated 5 May 2023 is aligned with the Company’s strategic direction as he is replacing the previous finance director.
6th Agenda of AGMS 5 May 2023
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 are 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.
Our Leader
Page 131 - 133
As a company that engages in telecommunications, XL Axiata's operations are inherently intertwined with Information Technology (IT). To carry out their duties, the BOD of XL Axiata is supported by the Information Technology Committee. The committee reports periodically to the BOD as well as 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.
.
Network
Page 179
XL Axiata has 2 risk committees:
Board Risk and Compliance Committee
Page 155
Page 181
XL Axiata did not repurchase any shares in 2022.
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 2022 and 2023 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.
Summary of AGMS and EGMS 2022
Summary of AGMS and EGMS 2023
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.
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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.
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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.
BOC Profile
2020 Integrated Annual Report
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