A.1
Basic Shareholders Rights
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?
The Company does pay dividend to the shareholders in an equitable and timely manner pursuant to applicable law.
On dividend distribution yearbook 2023, 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.
Dividen Information
Integrated Annual Report 2023 :
Page 84
Note 20 Financial Statement
A.2
Right to participate effectively in and vote in general shareholder meetings and should be informed of the rules, including voting procedures, that govern general shareholder meetings
A.2.1
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 non-executive directors/commissioners?
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 5 May 2023
Summary of Minutes of Meeting AGMS 3 May 2024
Page 133
Page 287
A.2.2
Does the company provide non-controlling shareholders a right to nominate candidates for board of directors/commissioners?
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 148
Page 188
A.2.3
Does the company allow shareholders to elect directors/commissioners individually?
Based on Article 14 (3) and Article 17 (3) of Articles of Association, the appointment of the BOC or BOD must obtain GMS approval.
Articles of Association
Page 133 - 136
A.2.4
Does the company disclose the voting procedures used before the start of meeting?
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.
The voting procedures for AGMS was read by the Corporate Secretary.
Meeting Rules of Conduct and Minutes of Meeting AGMS 5 May 2023
Meeting Rules of Conduct and Minutes of Meeting EGMS 11 January 2024
Meeting Rules of Conduct and Minutes of Meeting AGMS 3 May 2024
Page 132 - 133
A.2.5
Do the minutes of the most recent AGM 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:
In AGMS dated 5 May 2023 and AGMS 3 May 2024 Shareholders were given the opportunity to raise questions, and there were shareholders raising questions.
Minutes of Meeting (Notarial Deed) AGMS 5 May 2023
Minutes of Meeting (Notarial Deed) AGMS 3 May 2024
Page 132
A.2.6
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 Company discloses the voting results including the agree, against, abstain and the total agree vote which recorded in
All documents are published in the Company’s website.
Summary of Minutes - Recapitulation of Voting Result AGMS 5 May 2023
Summary of Minutes - Recapitulation of Voting Result EGMS 11 January 2024
Minutes of Meeting (Notarial Deed) EGMS 11 January 2024
Summary of Minutes - Recapitulation of Voting Result AGMS 3 May 2024
A.2.7
Does the company disclose the list of board members who attended the most recent AGM?
XL Axiata discloses the list attendance of Board members in GMS. Such list is set out in:
Summary of Minutes – Board Attendance AGMS 5 May 2023
Summary of Minutes – Board Attendance EGMS 11 January 2024
Summary of Minutes – Board Attendance AGMS 3 May 2024
A.2.8
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 discloses the attendance information of BOD and BOC in GMS on the Company’s website and 2023 Integrated Integrated Annual Report.
Summary of Minutes - Board Attendance AGMS 5 May 2023
Summary of Minutes - Board Attendance EGMS 11 January 2024
A.2.9
Does the company allow voting in absentia?
XL Axiata complies with OJK Regulation 15/2020, OJK Regulation 16/2020 and Article 11 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. If the shareholders have given their votes electronically before the GMS is convened, therefore pursuant to OJK Regulation No. 16/2020, such shareholders shall be deemed attending the GMS.
This matter is also described under meeting rules of conduct.
A.2.10
Did the company vote by poll (as opposed to by show of hands) for all resolutions at the most recent AGM?
To comply with Article 11 of AOA and the Meeting Rules of Conduct of GMS, in AGMS dated 5 May 2023, EGMS dated 11 January 2024, and AGMS 3 May 2024 the vote of the Shareholders who participated in voting was collected and calculated by the Bureau of Securities Administration in front of the Notary.
A.2.11
Does the company disclose that it has appointed an independent party (scrutineers/inspectors) to count and/or validate the votes at the AGM?
XL Axiata has implemented the use of e-Proxy and e-Voting through KSEI’s eASY.KSEI application for every GMS.
To count and validate the votes in GMS, XL Axiata has appointed 2 (two) independent parties among others:
The information above has also been disclosed under Meeting Rules of Conduct and has been listed in the Deed of the Summary of GMS published in the Company’s website.
Meeting Rules of Conduct AGMS 5 May 2023
Meeting Rules of Conduct EGMS 11 January 2024
Meeting Rules of Conduct AGMS 3 May 2024
A.2.12
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?
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.
Recapitulation and Minutes of Meeting AGMS 5 May 2023
Recapitulation and Minutes of Meeting AGMS 11 January 2024
Recapitulation and Minutes of Meeting AGMS 3 May 2024
N/A
A.2.13
Does the company provide at least 21 days notice for all AGMs and EGMs?
The Company complies with Article 17 (1) and 52 (1) POJK 15/2020 on the GMS invitation
All the convocations were conducted 21 days before the GMS date
Invitation AGMS 5 May 2023
Invitation EGMS 11 January 2024 and AGMS 3 May 2024
A.2.14
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 provides the explanation of agenda item for GMS in the invitation. In this matter, the Company complies with Article 17 (2) POJK 15/2020 and Article 10 (7) AOA in which the Company is obliged to mention the agenda of the meeting including an explanation of each agenda item in meeting invitation.
Page 133 - 137
A.2.15
Does the company give the opportunity for shareholders to place item/s on theagenda of general meetings and/or to request for general meetings subject to a certain percentage?
XL Axiata complies with Article 16 (1) POJK 15/2020 and Article 10 (6) 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:
A.3
Markets for corporate control should be allowed to function in an efficient and transparent manner
A.3.1
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?
In 2023, the Company did not undertake any Corporate actions in the form of mergers, acquisitions, and/or takeovers that required shareholders’ approval.
General Meeting of Shareholders 2023
Page 72
A.4
The exercise of ownership rights by all shareholders, including institutional investors, should be facilitated
A.4.1
Does the company disclose its practices to encourage shareholders to engage with the company beyond general meetings?
XL Axiata has a disclosed Integrated Communication Policy which regulates Communication with Shareholders and Investors.
In 2023 Integrated 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 226
Page 284
Page 339
A.5
Shares and voting rights
A.5.1
Where the company has more than one class of shares, does the company publicise 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 complies with 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.
A.6
Notice of AGM
A.6.1
Does each of the resolutions tabled at the most recent annual general meeting 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.
General Meeting of Shareholders 2024
Page 133-137
A.6.2
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?
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.
Does the notice of AGM/circulars have the following details:
A.6.3
Are the profiles of directors/commissioners (at least age, academic qualification, date of first appointment, experience, and directorships in other listed companies) in seeking election/re-election included?
The profile of BOD and BOC whose subject to election or re-election 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 2023
5th Agenda of AGMS 2024
Page 138 – 147
Page 178 - 185
A.6.4
Are the auditors seeking appointment/re-appointment clearly identified?
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 2023
3rd Agenda of AGMS 2024
Page 134
Page 330
A.6.5
Were the proxy documents made easily available?
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 2023
Meeting Proxy Form 2024
A.7
Insider trading and abusive self-dealing should be prohibited
A.7.1
Are the directors / commissioners required to report their dealings in company shares within 3 business days?
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 Jo. Article 87 Law No. 4/2023, whereas each change in share ownership of members of the Board of Directors and Board of Commissioners must be submitted no later than 5 (five) 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.
In 2023 & 2024, there were reports from the company’s Directors regarding to their transaction of Company’s shares which has also been published in Company’s website
BOC and BOD Shares Ownership Policy
Information Disclosure for Certain Shareholders 2023
Information Disclosure for Certain Shareholders 2024
Page 201
A.8
Related party transactions by directors and key executives
A.8.1
Does the company have a policy requiring a committee of independent directors/commissioners 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, 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
Board Manual and Code of Ethics
Page 158
A.8.2
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 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.
Page 220
A.8.3
Does the company have policies on loans to directors and commissioners either forbidding this practice or ensuring that they are being conducted at arm's length basis and at market rates?
The Company does have a policy regarding to this matter as stipulated under Remuneration Policy for Senior Executive. Referring to the Remuneration Policy for Senior Executive which applicable in XL Axiata, XL Axiata forbids personal loan to members of BOD and BOC.
Summary of Remuneration Policy
A.9
Protecting minority shareholders from abusive actions
A.9.1
Does the company disclose that RPTs are conducted in such a way to ensure that they are fair and at arms' length?
XL Axiata has disclosed the transactions with related parties as defined in PSAK 7 “Related Party Disclosures” in the 2022 Annual Financial Statement. It is stated in the Annual Financial Statement that any transaction with related parties is made under terms and conditions as those made with third parties, which are, among others, conducted fairly and in arm’s length manners.
Annual Financial Statement
Notes 29 Annual Financiall Statement
A.9.2
In case of related party transactions requiring shareholders' approval, is the
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.
In 2023 and 2024 there is no related party transaction that contain conflicts of interest.
2023 Integrated Integrated Annual Report
C.1
Sustainability-related disclosure should be consistent, comparable and reliable, and include retrospective and forward-looking material information that a reasonable investor would consider important in making an investment or voting decision
C.1.1
Does the company identify/report ESG topics that are material to the organization’s strategy?
XL Axiata conducte materiality assessment to identify relevant material topics that align with company’s strategy. XL Axiata also discloses information of the material ESG topics according to the materiality assessment that has ben conducted. XL Axiata regularly monitor and report the progress of all materials topics and disclose all the progress in our annual Sustainability Report. In our annual Sustainability Report page 26-27 showcase the highlights of the company’s ESG performances.
Annual Report 2023
Sustainability Report 2023
Page 256
Sustainability Report 2023 :
Page 3
Page 26-27
C.1.2
Does the company identify climate change as an issue?
XL Axiata identifies climate change as an issue and thus measures related to climate change has been taken by the company. GHG inventory management, target setting and energy efficiency initiative are amongst measures to address climate change issues.
Page 265
Page 6
C.1.3
Does the company adopt an internationally recognized reporting framework or standard for sustainability (i.e. GRI, Integrated Reporting, SASB, IFRS Sustainability Disclosure Standards)?
XL Axiata adopts the Global Reporting Initiative (GRI) as our sustainability reporting standard.
Page 158 - 162
C.1.4
Does the company disclose quantitative sustainability target?
XL Axiata discloses quantitaive target related to emission reduction both a short term and a long term target. For the short term target, XL Axaiata aims to reduce its carbon intensity to 80 Kg CO2e/PB in 2025 and reduce its emission absolute to 45% in 2030
Page 6 - 7
C.1.5
Does the company disclose sustainability-related performance progress in relation to its previously set targets?
XL Axiata continously discloses ESG performances in comparison to previous years performances. This showcases progress against the short and long term target.
Page 262 - 263
C.1.6
Does the company confirm that its Sustainability Report / Reporting is reviewed and /or approved by the Board or Board Committee?
The sustainability report is being reviewed and approved by the Board of Director and Board od Commissioner. The data presented in the Sustainability Report are reviewed periodically through XL Axiata BRCC and RBCC.
Page 2
Page 12
C.2
Corporate governance frameworks should allow for dialogue between a company, its shareholders and stakeholders to exchange views on sustainability matters
C.2.1
Does the company engage internal stakeholders to exchange views and gather feedback on sustainability matters that are material to the business of the company?
In conducting materiality assessment, XL Axiata definitely engaged with its internal stakeholders to gather views and feedback on sustainability matters. Thus, XL Axiata’s ESG roadmap is built from the insights gathered from internal stakeholders.
Page 153
C.2.2
Does the company engage external stakeholders to exchange views and gather feedback on sustainability matters that are material to the business of the company?
In identifying stakeholder engagement, XL Axiata uses principles that refer to the AA1000 Stakeholder Engagement Standard (AA1000SES) 2015 issued by
Accountability. Based on these principles, XL Axiata uses a stakeholder identification methodology based on elements of Dependency (D), Responsibility (R), Tension (T), Influence (I), Diverse Perspective (DP), and Proximity (P). In 2023, XL Axiata joined KADIN Net Zero Hub as a forum for exchanging knowledge, information, broadening horizons, and sharing resources to create
Page 152
C.3
The corporate governance framework should ensure that boards adequately consider material sustainability risks and opportunities when fulfilling their key functions in reviewing, monitoring and guiding governance practices, disclosure, strategy, risk management and internal control systems, including with respect to climate-related physical and transition risks
Boards should assess whether the company’s capital structure is compatible with its strategic goals and its associated risk appetite to ensure it is resilient to different scenarios
C.3.1
Does the company disclose that the board reviews on an annual basis that the company's capital and debt structure is compatible with its strategic goals and its associated risk appetite?
The Company’s objective in managing capital is to manage an optimal capital structure to effectively minimize the cost of capital and to protect capital while maintaining business continuity so that the Company can continue to provide returns to shareholders and benefits to other stakeholders. The Company may adjust total dividends, issue new shares or increase/decrease the amount of debt in order to manage the capital structure. To achieve this goal, XL Axiata’s Board of Directors and the Board of Commissioners conduct an annual
review to ensure that the Company’s capital structure and debt align with the Company’s strategic objectives and the risk appetite determined by the Company
Page 82 - 83
C.4
The corporate governance framework should recognise the rights of stakeholders established by law or through mutual agreements and encourage active co-operation between corporations and stakeholders in creating wealth, jobs, and the sustainability of financially sound enterprises.
Does the company disclose a policy and practices that address:
C.4.1
The existence and scope of the company's efforts to address customers' welfare?
The customer health and safety is one of the material topics of XL Axiata. XL Axiata is committed to delivering excellent service by treating all consumers equally, without any discrimination based on ethnicity, religion, race, gender, skin colour, political views, and so forth.
Treating consumers with equality is a way for the Company to comply with the Consumer Protection Law.
XL Axiata conducts an assessment of the potential impact of its products and services prior to their public release. This impact assessment is performed by the IT team to ensure quality control.
In assessing the impact of products/services, XL Axiata also pays attention to the safety of products and services provided to consumers by making the following efforts:
XL Axiata is committed to mitigating the impact of its operational activities by offering a complaint center. To address the adverse effects, XL Axiata has implemented the following measures:
Moreover, XL Axiata ensures adherence to regulations governing customer data privacy. The Company has adopted ISO 27001 for the Information Security Management System (ISMS) and has formulated a strategy to ensure customer satisfaction
Page 128 - 137
C.4.2
Supplier/contractor selection procedures?
XL Axiata partners with a diverse range of suppliers for the procurement of goods and services. The company ensures that its suppliers adhere to sustainability practices outlined in the procurement policy.
Summary of Procurement Policy
Page 64
Page 93
C.4.3
The company's efforts to ensure that its value chain is environmentally friendly or is consistent with promoting sustainable development?
XL Axiata aligns with Axiata (Group Company) in ensuring that its value chain is environmentally friendly and consistent in promoting sustainable development. As part of the Procurement Policy, all suppliers must sign the Axiata’s Suppliers Code of Conduct (SCOC) which outlines the importance of following items:
Axiata’s Suppliers Code of Conduct (SCOC)
C.4.4
The company's efforts to interact with the communities in which they operate?
XL Axiata actively oversees sustainable community
development initiatives as part of its CSR efforts. This
dedication reflects the Company’s understanding of
its role as a business entity committed to sustainable
growth. XL Axiata firmly believes that business success should be accompanied by a meaningful impact on the country’s progress. The Company’s commitment to sustainable community development is evident through its various initiatives aimed at uplifting and empowering local communities. Through strategic partnerships with local non-profit organizations and community groups, XL Axiata has been able to implement programs focused on education, healthcare, and environmental sustainability. Overall, XL Axiata’s CSR efforts underscore its steadfast commitment to being a responsible corporate citizen and making a positive difference in the lives of the communities it serves. CSR activities carried out by XL
Axiata in 2023, are as follows:
Laut Nusantara: a is an innovative technology for catching fish in the form of an Androidbased application that works in collaboration with the Marine Research and Observation Center (Ministry of Marine Affairs and Fisheries) and XL Axiata. The aim of this application is to drive a cultural transformation among fishermen, from simply “searching for fish” to “catching fish,” through the utilization of information technology.
Page 267 - 274
Page 115-125
C.4.5
The company's anti-corruption programmes and procedures?
In line with the value of uncompromising integrity, one of its core values, XL Axiata has published an
Anti-Bribery and Anti-Corruption Policy. This policy marks a commitment to carry out business of high
integrity.
The purposes of the policy are as follows:
This policy is applicable for all stakeholders and not limited to the Commissioners, Directors, employees,
distributors, agents, vendors, consultants and other third parties
Anti Bribery and Anti Corruption Policy
Anti Bribery and Anti Corruption Clauses
Anti Bribery and Anti Corruption Policy Statement
Page 241
Page 155
C.4.6
How creditors' rights are safeguarded?
The Company 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 the Company as a Debtor
Page 251
C.4.7
Does the company have a separate report/section that discusses its efforts on environment/economy and social issues?
XL Axiata’s integrated annual report specifically provided a specific section to discuss our environment, economic and social issues.
Page 256 - 281
C.5
Where stakeholder interests are protected by law, stakeholders should have the opportunity to obtain effective redress for violation of their rights.
C.5.1
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 in every Landing Page of Company’s website and the Annual Report of XL Axiata.
Page 339 - 340
C.6
Mechanisms for employee participation should be permitted to develop.
C.6.1
Does the company explicitly disclose the policies and practices on health, safety and welfare for its employees?
The Company has a strong commitment to
incorporate Health, Safety, and Environment (HSE) aspects in all of its activities, aiming to achieve zero accidents and no occupational diseases. To achieve the best possible work environment, the Company implements the HSE Management System (HSEMS) which follows Government Regulation No. 50 of 2012 on the Implementation of Occupational Safety and Health Management System, ISO 45001: 2018 (Occupational Health and Safety Management System), and ISO 14001: 2015 (Environmental System Management). Additionally, in terms of welfare, the employee remuneration system is implemented competitively in accordance with the minimum wage level applicable in the operational area, as regulated by the Law on Manpower, Law No. 11 of 2020 concerning Job
Creation, and Government Regulation No. 36 of 2021 Wage Policy. The provision of minimum wage is directed to the achievement of decent living needs for employees by taking into account the price of basic necessities, inflation rate, standard of living, and other variables in accordance with the company’s operational area. XL Axiata does not distinguish between the provision of minimum wages
to men and women, this is in accordance with the spirit of ILO Convention No: 100/1951 on Equal Remuneration for Men and Women Workers for Work of Equal Value.
Page 96 - 103
Page 110
C.6.2
Does the company explicitly disclose the policies and practices on training and development programmes for its employees?
Every year the Company provides a budget which
amount is determined based on needs while taking
into account the Company’s financial capabilities.
In 2023, the Company incurred training and
development program costs of Rp 8,000,000,000.
The cost of realizing this development increased
by 4.03% from 2022 which amounted to
Rp7,690,000,000. The increase in the realization of
training costs is due to:
Examples: internalization of CX in Palembang and Surabaya branches, training convergence in Kalimantan).
In 2023, the number of employees who took part in the training was 1,502 employees with an average training hour of 39.38 hours per employee.
Page 112 - 113
C.6.3
Does the company have a reward/compensation policy that accounts for the performance of the company beyond short-term financial measures?
XL Axiata also provides rewards given to support employee welfare in the form of:
Page 111
C.7
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.7.1
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 has 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
Whistleblowing System
Page 240
Page 157
C.7.2
Does the company have a policy or procedures to protect an employee/person who reveals alleged illegal/unethical behaviour 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.
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 discloses the identity of beneficial owners with 5% or more which can be found in the Group Structure & Ownership or in the Shareholders Detail.
Shareholding Structure
Page 328
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.
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. XL Axiata also published such share ownership in the 2023 Integrated Annual Report.
Page 322
D.1.4
Does the company disclose the direct and indirect (deemed) shareholdings of senior management?
XL Axiata has disclosed the shares ownership of the senior management, directly or indirectly, which is described in 2023 Integrated Annual Report
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
Page 283 - 284
D.2
Quality of Annual Report
Does the company's annual report disclose the following items:
D.2.1
Corporate objectives
XL Axiata has corporate objectives and business activities which disclosed in 2022 Integrated Annual Report
Purpose, Vision & Core Value
Page 16 - 17
D.2.2
Financial performance indicators
5 Years Financial Highlights
Page 66-67
D.2.3
Non-financial performance indicators
The Non-Financial Indicator shall refer to:
Page 104
Page 120
Page 266
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. The Dividend Policy is disclosed on the Company's website and in the 2023 Annual Report.
Summary of Dividend Policy
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 and the 2023 Integrated Annual Report.
Our Leaders
Page 139 – 147
Page 179 - 185
Corporate Governance Confirmation Statement
D.2.6
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?
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 2023 there were no violations of corporate governance compliance.
Page 242 - 253
D.3.
Remuneration of Members of the Board and Key Executives
D.3.1
Is there disclosure of the fee structure for non-executive directors/commissioners?
The remuneration structure for the Board of Directors and Commissioners is disclosed in the Annual Report 2023.
Page 156-157
D.3.2
Does the company publicly disclose [i.e. annual report or other publicly disclosed documents] details of remuneration of each non-executive director/commissioner?
The Company disclosed the remuneration of each Director and Commissioner in the Annual Report 2023.
D.3.3
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 Company disclosed its remuneration policies/practices for its Directors and CEO in the Annual Report 2023.
D.3.4
Does the company publicly disclose [i.e. annual report or other publicly disclosed documents] the details of remuneration of each of the executive directors and CEO [if he/she is not a member of the Board]?
The Company disclosed the remuneration of each Director and the CEO in the Annual Report 2023.
D.4.
Disclosure of related party transactions (RPT)
D.4.1
Does the company disclose its policy covering the review and approval of material RPTs?
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
Page 87 - 88
Notes 29 Annual Financial Statement
D.4.2
Does the company disclose the name, relationship, nature and value for each material RPTs?
The Company complies with OJK Regulation 42/2020. The disclosure of this transaction is as stipulated under Company’s financial statement
D.5
Directors and commissioners dealings in shares of the company
D.5.1
Does the company disclose trading in the company's shares by insiders?
L 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 2023, 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 for Certain Shareholders
D.6
External auditor and Auditor Report
Where the same audit firm is engaged for both audit and non-audit services
D.6.1
Are the audit and non-audit fees disclosed?
Biaya audit diungkapkan berdasarkan atas kesepakatan antara Perseroan dan Kantor Akuntan Publik yang ditunjuk. Biaya atas audit tahun buku 2023 dan biaya non-audit telah diungkapkan dalam Laporan Tahunan 2023.
D.6.2
Does the non-audit fee exceed the audit fees?
Pada tahun 2023, tidak terdapat jasa non-audit yang diberikan oleh Akuntan Publik yang melaksanakan jasa audit untuk XL Axiata.
D.7
Medium of communications
Does the company use the following modes of communication?
D.7.1
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 221
D.7.2
Company website
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.
Company’s Website
Page 236
D.7.3
Analyst's briefing
XL Axiata hold Analyst’s briefing in quarterly basis at the same time with Financial Statement.
Analyst’s briefing material
D.7.4
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 288 - 317
D.8
Timely filing/release of annual/financial reports
D.8.1
Are the audited annual financial report / statement released within 120 days from the financial year end?
XL Axiata’s Annual Financial Statement released on 12 February 2024 or less than 120 days after the end of Company’s financial year.
Page 173
D.8.2
Is the annual report released within 120 days from the financial year end?
XL Axiata’s 2023 Integrated Annual Report released on 4 April 2024 or less than 120 days after the end of Company’s financial year.
Page 33
Page 45
D.8.3
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 contains a statement from BOD on the responsibility of the Financial Statement including state that the Financial Statement have been presented true and fairness/fair.
Page 343
D.9
Does the company have a website disclosing up-to-date information on the following:
D.9.1
Financial statements/reports (latest quarterly)
D.9.2
Materials provided in briefings to analysts and media
XL Axiata holds Analyst’s briefing in quarterly basis at the same time with Financial Statement publication.
Page 225 - 226
D.9.3
Downloadable annual report
XL Axiata’s Annual Report which available in website is downloadable for public.
Laporan Tahunan 2023
D.9.4
Notice of AGM and/or EGM
XL Axiata has published the Notice/Invitation of AGMS/EGMS through:
Announcement/Invitation GMS
D.9.5
Minutes of AGM and/or EGM
XL Axiata has published the Minutes of AGM/EGM through:
GMS
D.9.6
Company's constitution (company's by-laws, memorandum and articles of association)
XL Axiata has published the Articles of Association through:
D.10
Investor relations
D.10.1
Does the company disclose the contact details (e.g. telephone, fax, and email) of the officer / office responsible for investor relations?
XL Axiata published detail contact of the Investor Relation in Annual Report and Company’s Website.
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?
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 Policy
Page 147
Page 186
E.1.2
Are the types of decisions requiring board of directors/commissioners' approval disclosed ?
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.
E.1.3
Are the roles and responsibilities of the board of directors/commissioners clearly stated ?
Roles and responsibilities of BOD and BOC are clearly stated and disclosed under as follows:
Page 186 - 187
Corporate Vision/Mission
E.1.4
Does the company have an updated vision and mission statement?
XL Axiata’s Vision/Mission is available in website and 2023 Integrated Annual Report.
Vision, Purpose & Core Value
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 2023 can be found in the agendas of BOD’s meeting which published in 2023 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.
2023 Integrated Annual Report
Page 190 - 198
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 stipulates that BOD are authorized to prepare corporate strategies including the implementation.
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 Conduct for the Board of Directors and Board of Commissioners has been published on the Company's website
.
Page 237
E.2.2
Are 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.
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.
Board Structure & Composition
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 2023, the Company has (3) members of Independent Commissioner or 50% from total seven (6) members of Board of Commissioners, namely:
Page 138
E.2.5
Does the company have a term limit of nine years or less or 2 terms of five years1 each for its independent directors/ commissioners?
1 The five years term must be required by legislation which pre-existed the introduction of the ASEAN Corporate Governance Scorecard in 2011
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.
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 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 2023 Annual Report.
Concurrent Position Policy
Page 139 - 147
E.2.7
Does the company have any executive directors who serve on more than two boards of listed companies outside of the group?
As per 31 December 2023, 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 2023 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.
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:
Remuneration and Nomination Committee
Page 164 - 166
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 2023, 2 (two) Independent Commissioners of the Company were included in the membership of the Company's Nominating and Remuneration Committee.
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 2023, the Chairman of Nominating and Remuneration Committee is Independent Commissioner of the Company, namely Mr. Muliadi Rahardja.
E.2.11
Does the company disclose the terms of reference/ governance structure/charter of the Nominating Committee?
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.
The Company has a Nomination and Remuneration Committee Charter which is published on the Company's website.
Page 164 - 167
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. The meeting attendance is disclosed in 2023 Integrated Annual Report.
Remuneration Committee / Compensation Committee
E.2.13
Does the company have a Remuneration Committee?
E.2.14
Is the Remuneration Committee comprised entirely of non-executive directors/commissioners with a majority of independent directors/commissioners ?
E.2.15
Is the chairman of the Remuneration Committee an independent director/commissioner?
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 Which published on the Company’s Website
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.
Audit Committee
E.2.18
Does the company have an Audit Committee?
The Company has in place the Audit Committee as required in Financial Services Authority Regulation No. 55/POJK.04/2015 on Audit Committee Implementation Guideline.
Page 158 - 163
E.2.19
Is the Audit Committee comprised entirely of non-executive directors/commissioners with a majority of independent directors/commissioners?
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 2023, there were two Independent Comissioners of the Company are in the Audit Committee membership namely Mr. Julianto Sidarto and Mr. Muliadi Rahardja.
E.2.20
Is the chairman of the Audit Committee an independent director/commissioner?
independent Commissioner as required in Financial Services Authority Regulation No. 55/POJK.04/2015 on Audit Committee Implementation Guideline.
As of 31 December 2023, the Chairman of Audit Committee is Independent Commissioner of the Company, namely Mr. Julianto Sidarto.
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, the Company has a Audit Committee Charter as published in Company’s website.
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. This is disclosed in the Company's Audit Committee Charter and Audit Committee Member Profiles.
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.
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 2023 Annual GMS, the Audit Committee has provided such recommendation.
3rd Agenda of AGMS
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 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 150 – 153
Page 190 - 199
E.3.2
Does the board of directors/commissioners meet at least six times during the year?
In 2023:
E.3.3
Has each of the directors/commissioners attended at least 75% of all the board meetings held during the year?
In 2023, the average attendance of each member of the Board of Directors in the Board of Directors Meeting is 100% and the average attendance of the Board of Commissioners in Board of Commissioners meetings is also 100%.
E.3.4
Does the company require a minimum quorum of at least 2/3 for board decisions?
Any resolutions of the meeting of the BOD or BOC must be adopted on amicable deliberation basis pursuant to the AOA (Article 16 (11) and Article 19 (12)).
E.3.5
Did the non-executive directors/commissioners of the company meet separately at least once during the year without any executives present?
In 2023, the Independent Commissioner has not conducted separate official meeting without the presence of any executives.
Page 150 - 151
Access to information
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?
Yes, the Board papers for the Board of Commissioners and/or Joint Board of Commissioner and Board of Directors meetings are distributed together with the Meeting invitation no later than 7 calendar days before the Meeting pursuant to the Company’s Board Manual.
Page 149 – 150
Page 190
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.
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
Page 216 - 224
E.3.8
Is the company secretary trained in legal, accountancy or company secretarial practices and has kept abreast on relevant developments?
he Corporate Secretary of the Company must have knowledge in legal and follow trainings for competency development. This is disclosed in the Corporate Secretary Charter on the Company's website and the Annual Report in the Corporate Secretary profile section.
Page 217
Board Appointments 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.
This is disclosed in the Company's Nomination Policy and Board Manual available on the Company's website.
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 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.
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 years2 each?
Yes, pursuant to Article 14 (3) and Article 17 (3) AOA, any Directors and/or Commissioners whose 5-year office term is expired, may be re-appointed in GMS as Director and/or Commissioner by referring to the prevailing laws. This is regulated in the Company's Articles of Association and Board Manual.
Remuneration Matters
E.3.12
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 in 2022 are resolved in the AGMS, 4th Agenda; in 2023 are resolved in the AGMS, 5th Agenda by giving authority to:
This is disclosed in the AGMS Resolution on the Company's Web.
5th Agenda AGMS 2023
4th Agenda AGMS 2024
Page 156 - 157
E.3.13
Does the company have measurable standards to align the performance-based remuneration of the executive directors and senior executives with long-term interests of the company, such as claw back provision and deferred bonuses?
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.
Internal Audit
E.3.14
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.
The Internal Audit Charter is published on the Company’s Website.
Internal Audit Charter
Page 227 - 229
E.3.15
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 Corporate Governance section Integrated Annual Report 2023.
Page 227
E.3.16
Does the appointment and removal of the internal auditor require the approval of the Audit Committee?
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.
Board of Audit Committee Charter and Internal Audit
Risk Oversight
E.3.17
Does the company establish a sound internal control procedures/risk management framework and periodically review the effectiveness of that framework?
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 230
E.3.18
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 of Directors' responsibility for the adequacy of the Internal Control System is contained in the Annual Report in the Governance section.
Page 122
Page 235
E.3.19
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 discloses the key risks related with its business activities in the Annual Report.
Page 174
Page 233 -235
E.3.20
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 statement of the directors and Audit Committee regarding the adequacy of the Internal Control System/Risk Management System is disclosed in the Annual Report.
Page 163
E.4
People on 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.
E.4.2
Is the chairman an independent director/commissioner?
As of 2023, the composition of the BOD and BOC of the Company are not led by an Independent Director or an Independent Commissioner. This is disclosed in the Company's Annual Report.
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. This is disclosed in the Company's Annual Report.
E.4.4
Are the roles and responsibilities of the chairman disclosed?
The Company disclosed President Director and President Commissioner roles & responsibility in the Articles of Association and Board Manual, and 2022 Integrated Annual Report.
Page 149
Lead Independent Director
E.4.5
If the Chairman is not independent, has the Board appointed a Lead/Senior Independent Commissioner and has his/her role been defined?
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.
Skills 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 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 2023 Integrated Annual Report and website of XL Axiata.
E.5
Board Performance
Board of Directors and Board of Commissioners Development
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 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 154
Page 200
E.5.2
Does the company have a policy and actual practice and programs that encourages directors/commissioners to attend on-going or continuous professional education programmes?
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.
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 which disclosed in Company’s website.
Director Sucession Plan Policy
E.5.4
Does the board of directors/commissioners conduct an annual performance assessment of the CEO/Managing Director/President?
In 2023, XL Axiata held a self assessment by BOD and BOC 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. This is disclosed in the Company's Annual Report.
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).
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 156
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?
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 177
Committee Appraisal
E.5.7
Did the company conduct an annual performance assessment of the board committees and disclose the criteria and process followed for the assessment?
Assessment on Committee under the BOC and BOD are disclosed in 2023 Integrated Annual Report.
(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 real time secure electronic voting in absentia at general meetings of shareholders?
XL Axiata has implemented an electronic voting (e-Voting) at the AGMS dated 5 May 2023, EGMS dated 11 January 2024, and AGMS 3 May 2024.
(B)B.
Equitable treatment of shareholders
(B) B.1
(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 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.
(B)C.
Sustainability and Resilience
(B)C.1.1
Does the company disclose how it manages climate-related risks and opportunities?
XL Axiata Sustainability Strategy has guided and laid out its actions over the following years. XL Axiata’s Net Zero Journey and ESG Roadmap showcase a strategic planning in addressing short and long term risks and opportunities pose by climate change
Page 54 - 55
Page 6 – 7
Page 18 - 19
(B).C.1.2
Does the company disclose that its Sustainability Report / Sustainability Reporting is externally assured?
(B).C.1.3
Does the company disclose the engagement channel with stakeholder groups and how the company responds to stakeholders’ ESG concerns?
To overcome important issues that arise in the
implementation of sustainability within the Company, XL Axiata has a clear procedure in submitting these issues to be discussed in Board of Directors meetings, as well as Board of Commissioners meetings and joint meetings. Stakeholders or the community can convey these issues through the Speak Up program for internal and Call Center for external. Incoming issues or reports will be followed up by the team related to the escalation system and then brought to Board of Directors meetings, Board of Commissioners meetings and joint meetings to be discussed and followed up.
(B).C.1.4
Does the company have a unit / division / committee who is specifically responsible to manage the sustainability matters?
The implementation of sustainability into the Company’s business operations is part of the responsibility of all work units under the supervision of the Board of Commissioners and Directors through the unit responsible for sustainability, which ensures that the implementation of sustainability is carried out properly. As such, XL Axiata has established a Sustainability team within the Corporate Communication and Sustainability Department.
Board Risk and Compliance Committee
Page 142 - 244
(B).C.1.5
Does the company disclose board of directors/commissioners' oversight of sustainability-related risks and opportunities?
In the Sustainability Unit Structure, the Director & Chief Enterprise Business and Corporate Affairs Officer is responsible in oversighting any sustainability matters within XL Axiata. Additionally, as the governance body, the Board of Commissioners and Board of Directors set the company’s direction through sustainability policies, strategies, and goals in social, economic, and environmental topics, including climate change issues. This direction is embodied in XL Axiata’s policies and strategies. The Board of Commissioners and Board of Directors also identifies and evaluates the impact of sustainability and climate change aspects, in consultation with stakeholders such as shareholders, regulators, the community and other parties. This consultation can be in the form of face-to-face meetings, online meetings, or through reports received. The frequency of meetings or reports is adjusted to the needs. These inputs are taken into consideration by the Board of Directors in making decisions on the management of the Company
Page 144
(B).C.1.6
Does the company disclose the linkage between executive directors and senior management remuneration and sustainability performance for the previous year?
Remuneration for the Board of Commissioners and Board of Directors is determined by considering the Company’s and individual’s targets, comparison with similar industries, non-monetary benefits as well as the work of individuals and the Company. The amount of each remuneration is evaluated from time to time to ensure that the remuneration remains in accordance with market conditions. In addition, The Company has established a remuneration scheme for the Head of Sustainability, who oversees the Company’s sustainability efforts. The remuneration scheme for this position is aligned with that of other Company employees.
Page 151
(B).C.1.7
Is the company’s Whistle Blowing System managed by independent parties / institutions?
Once the reported concern is received, it will be routed to PT XL Axiata Tbk’s Group Head of Internal Audit and Investigation Unit, who will review the reported concern and determine further actions. If the reported concern warrants an investigation, it will be conducted by an investigator either from PT XL Axiata Tbk, Axiata, or externally appointed.
(B)D.
Disclosure and transparency
(B)D.1
(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 12 February 2024 or 43 days after the financial year end.
Page 73
(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 2023, XL Axiata had 1 (one) woman who is an Independent Commissioner, namely: Mrs. Yasmin S. Wirjawan.
Page 145
(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?
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 2023 Integrated Annual Report.
Page 148 - 149
(B) E.2
Board Structure
(B)E.2.1
Is the Nominating Committee comprise entirely of independent directors/commissioners?
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 2023, 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.
(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 Nomination and Remuneration Committee 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.
5th Agenda AGMS 3 May 2024
(B) E.3
(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 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.
(B) E.4
(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?
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 per 31 December 2023, the Company has (3) members of Independent Commissioner from total six (6) members of Board of Commissioners, namely:
Page 145 - 147
(B) E.5
(B)E.5.1
Does the company disclose that its Board identified key risk in relation to information technology including disruption, cyber security, and disaster recovery, to ensure that such risks are managed and integrated into the overall risk management framework?
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 202
(B) E.6
(B)E.6.1
Does the company have a separate board level Risk Committee?
XL Axiata has 2 risk committees:
Page 169
Page 204
(P)A.
(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 did not repurchase any shares in 2023.
(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 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.
(P)A.3
(P)A.3.1
Did the company include any additional and unannounced agenda item into the notice of AGM/EGM?
At the 2023 and 2024 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 5 May 2023
Summary of AGMS and EGMS 2024
(P) A.3.2
Was the Chairman of the Board and the Chairmen of all Board Committees and the CEO absent from the most recent General Meeting?
Chairman of the Board, Audit Committee Chairman and CEO attended the most recent AGM.
Evidence of attendance list was stipulated in:
(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.
(P)A.4.2
Voting cap?
XL Axiata does not regulate voting cap.
(P)A.4.3
Multiple voting rights?
XL Axiata does not regulate multiple voting rights.
(P)A.5
(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.
(P)B
(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 prohibition involving Directors/Commissioners, management and employees of XL Axiata.
(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.
Financial Statement Notes 29
(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 Information Disclosure which XL Axiata always does.
Disclosure of Information
Page 341
(P)C
Role 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.
(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 2022 Integrated Annual Report.
Page 218 - 222
(P)C.2.2
Is there any evidence that the company is engaging in greenwashing activities?
XL Axiata has never involved on greenwashing activities.
(P)D
(P)D.1
Sanctions from regulator on financial reports
(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.
Page 343 - 351
(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,
(P)E
(P)E.1
Compliance with listing rules, regulations and applicable laws
(P)E.1.1
Is there any evidence that the company has not complied with any listing rules and regulations apart from disclosure rules over the past year?
XL Axiata has never failed to comply with listing rules and regulations over the past year, therefore there is no evidence to support this.
(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
Struktur Direksi/Dewan Komisaris
(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?
1 The five years term must be required by legislation which pre-existed before the introduction of the ASEAN Corporate Governance Scorecard in 2011
There is no Independent Commissioners of XL Axiata that 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.
Profile of Board of Commissioners
(P)E.2.2
Did the company fail to correctly identify the description of all their directors as independent, non-executive, and executive?
XL Axiata did not fail to identify 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.
(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).
Profile of Board of Directors
Page 179 - 183
(P)E.4
Board structure and 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.
Page 139
(P)E.4.2
Do 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 are published on the XL Axiata website, the Integration Annual Report, and the Indonesia Stock Exchange website.
Summary of AGMS