Jakarta, May 18th 2020. PT XL Axiata Tbk held the 2020 Annual General Meeting of Shareholders (RUPS) on Monday (18/5). The meeting was held virtually, in a different way from previous meetings, to avoid the spread Covid-19. There were seven meeting agenda, including the approval for distribution of dividends, as well as changes within the composition of the Board of Directors and Commissioners.
President Director of XL Axiata, Dian Siswarini said "The meeting has approved the distribution of dividends, which has been taken from profits derived by XL Axiata for the fiscal year that ended on December 31st 2019. In accordance with the XL Axiata’s policy that was approved by the Board of Commissioners on January 28th, 2011, cash dividend is a minimum 30% of the normalized net income of the previous year, with a view to increase the payout ratio in the future."
Dian added to her statement that the amount of dividends that would be distributed depends on the company's profit, the level of capital adequacy of the company, financial condition of the company and other matters in accordance with the Board of Directors' considerations and applicable laws and regulations. For the fiscal year that ended on December 31st 2019, the Company has recorded profit of IDR 712,579,000,000 (seven hundred twelve billion and five hundred seventy nine million rupiah). After the one-off item adjustment, the company recorded a normalized net profit of IDR 719,116,000,000 (seven hundred nineteen billion and one hundred sixteen million rupiah). In accordance with the dividend policy where 30% of profits after adjustments of IDR 215,735,000,000 (two hundred fifteen billion seven hundred and thirty-five Rupiah) will be distributed to shareholders, equivalent to IDR 20 per share. The remaining IDR 496,744,000,000 (four hundred ninety-six million seven hundred and forty-four million Rupiah) will be recorded in the Retained Earnings Balance to support the company's business development.
With regard to the approval for the changes of the Board of Commissioners, The meeting also approved the appointment of Dato’ Mohd Izzadin Idris and Dr. Hans Wijayasuriya respectively as Commissioner and or new members of the Board of Commissioners of XL Axiata to replace Kenneth Shen and Peter J. Chambers.
Dato 'Mohd Izzadin currently serves as Executive Director / Deputy Group CEO of Axiata Groups Bhd. Prior to joining Axiata, Izzadin served as Group Managing Director / Chief Executive Officer of UEM Group Berhad, since July 2019 up to October 2018. Izzaddin has over 20 (twenty) years of experience in investment banking, finance and general management and has held various senior positions at Malaysian International Merchant Bankers Berhad, Malaysian Resources Corporation Berhad and Southern Bank Berhad.
Meanwhile, Dr. Hans Wijayasuriya currently serves as Regional CEO for South Asia & Corporate Executive Vice President of Axiata Group since January 2016. Previously, Dr. Hans joined Dialog's Founding Management Team in 1994 and was appointed as CEO from 1997 to 2016, Dr. Hans Wijayasuriya also served as Founding CEO of Axiata Digital Services within the period of 2012 until 2014.
With regard to the changes of the composition of the board of directors, the meeting approved the appointment of David Arcelus Oses as director and/or new member of XL Axiata's directors replacing Allan Russell Bonke, who has resigned (since March 23rd 2020), continuing his work at Axiata Group Bhd by joining Celcom Malaysia. David is not new to XL Axiata. Previously, he served as XL Axiata's Chief Marketing Officer since 2016 and as XL Axiata's Chief Commercial Officer since April 2020.
Stated below as follows are the new composition of the Board of Commissioners:
Stated below are the new composition of XL Axiata Directors
The meeting led by the President Commissioner, Muhamad Chatib Basri, the Annual Report of the Directors of the Company (Laporan Tahunan Direksi Perseroan) have also been received and approved, regarding the Company's activities and operations including but not limited to the results achieved during the financial year that ended on December 31st 2019, and the Task Report Oversight of the Company's Board of Commissioners (Laporan Tugas Pengawasan Dewan Komisaris Perseroan) for the fiscal year of 2019. In addition, approval and endorsement of the Company's Financial Statements for the fiscal year that ended on December 31st, 2019 have been audited by the Public Accounting Firm; Tanudiredja, Wibisana, Rintis & Partners.
Furthermore, the meeting also approved the provision of the full release and full responsibility (volledig acquit et de charge) to members of the Board of Directors and members of the Board of Commissioners of the Company for the management and supervision that had undertaken in the financial year ending on December 31st 2019, those actions of management and supervision throughout are reflected in the Annual Report and recorded within the company's Financial Statements in which do not constitute a criminal offense or violation of the provisions of applicable laws and regulations.
The company also subsequently submitted reports on the report on the Realization of Public Offering Use Of Proceeds on Shelf Bonds I XL Axiata Tranche I Year 2018, Shelf Sukuk Ijarah II Tranche I Year 2018, Shelf Bonds I XL Axiata Tranche II Year 2019 and Shelf Sukuk Ijarah II Tranche II Year 2019 to the Financial Services Authority through Letter No.085/CSEC/VI/2019 dated 27 June 2019. The company has used all the proceeds from the realization of the ongoing public offering for capital expenditures.
The meeting also approved the appointment of the Public Accountant Office of Tanudiredja, Wibisana, Rintis and Partners (PricewaterhouseCoopers members) as the company's external auditors with Public Accountant, (Mr.) Andry D. Atmadja, S.E., Ak., CPA, to conduct an audit of the company's Financial Statements for the Fiscal Year ending on December 31st 2020 and an audit of other financial statements required by the company.
On the next agenda, the meeting also agreed to renew the granting of authority to the company's Board of Commissioners with substitution rights for the Directors to state the realization of the issuance of new shares and the adjustment of the company's issued and paid capital in connection with the implementation of the 2010-2016 LTI Program. This decision refers to the decision of the Extraordinary General Meeting of Shareholders (EGMS), March 10th 2016, which approved the 2016-2020 Long Term Incentive Program ("2016-2020 Long Term Incentive Program" / "2016-2020 LTI Program") through the addition of the company's capital without granting Pre-emptive Rights or commonly known as HMETD Rights (Hak Memesan Efek Terlebih Dahulu) in issuing a maximum of 265,000,000 (two hundred sixty five million) new shares within 5 (five) years from the date of the Meeting Deliberation, in reference to the provisions of the Financial Services Authority Policy (Peraturan Otoritas Jasa Keuangan) Number 38 /POJK.04/2014 concerning the Increase in Open Company Capital without Pre-emptive Rights (Penambahan Modal Perusahaan Terbuka Tanpa Memberikan Hak Memesan Efek Terlebih Dahulu). In the RUPS LB Decree, the meeting also authorized the company's Board of Commissioners to state the realization of the issuance of new shares along with issued and fully paid capital of the company in connection with the implementation of the 2016-2020 LTI Program.
For the last agenda, the meeting resulted an agreement to give power and authority to the company's Board of Commissioners to determine the amount of salary, bonus, and other benefits for members of the Board of Directors in accordance with the structure and amount of remuneration based on the company's remuneration policy for the fiscal year that ended on December 31st 2020. The meeting also resulted the agreement to give power and authority to the Nomination and Remuneration Committee to determine the amount of salary, bonus, and other benefits for members of the Board of Commissioners in accordance with the structure and amount of remuneration based on the company's remuneration policy for the fiscal year that ended on December 31st 2020.