Page 106 - XL Axiata Integrated Anual Report 2020 ENG

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2020 Integrated Annual Report
CORPORATE GOVERNANCE
Disclosure on the Ownership of Share and Multiple Board Membership
Each member of XL Axiata BOC is required to periodically disclose the ownership of share by himself and his family as well as multiple board membership as required in the Company Law and POJK No. 33/POJK.04/2014.
Governance Monitoring
To monitor as well as review the implementation of GCG within XL Axiata.
PRESIDENT COMMISSIONER’S DUTY AND RESPONSIBILITY
In particular the President Commissioner of XL Axiata carries out the coordination function on collegial supervisory duties as carried out by the BOC. In addition, referring to the Articles of Association
as well as the prevailing regulations, the President Commissioner must act as the chairman of the BOC Meeting, the BOC and BOD Joint Meeting as well as the Company’s General Meeting of Shareholders.
BOARD OF COMMISSIONERS CHARTER
XL Axiata has a Work Guideline and Code of Ethic for the BOC namely the Board Manual. The Board Manual serves as a guideline for members of the BOC to maintain professional and productive work relationship and efficiency in carrying out their duties.
The Board Manual includes the following elaboration:
• Criteria and composition.
• Duties and responsibilities.
• Ethics work includes arrangements for conflicts of interest, confidentiality of Company documents and compliance with applicable regulations.
• Procedures for procuring meetings include the quorum of the meeting and the right to vote.
• Remuneration.
• Distribution of authority.
BOC REQUIREMENT AND APPOINTMENT POLICY
The appointment policy of the XL Axiata BOC is regulated in the Senior Executive Nomination Policy. The BOC candidates as proposed by Shareholders and/or Minority Shareholders are conveyed to the XL Axiata Nominating and Remuneration Commitee through the Corporate Secretary.
The Nominating and Remuneration Committee will further review the nomination proposal in
the Nominating and Remuneration Committee Meeting to ensure the fulfillment of candidates’ requirements, qualifications as well as background to be submitted to the GMS for approval purpose.
The requirement as well as qualification of BOC members of XL Axiata refers to POJK No. 33/ POJK.04/2014 and the Company’s need including the diversity of skills and total composition of the BOC itself.
POLICY ON RESIGNATION OF BOC
The BOC resignation policy is regulated in the Company’s Articles of Association and the Board Manual where respective member of the BOC must submit their resignation through formal written notification to the Company.
The formal resignation letter must be addressed to the NRC and submit a copy of the resignation letter to the BOD and Corporate Secretary. Furthermore, the Company will hold a GMS to decide on the resignation submitted.
Aside from the abovementioned voluntary resignation, the terms of office of BoC member shall be automatically ended upon the following conditions:
• If he/she is involved in a civil, criminal, monetary
crime and/or other dispute in a judiciary institution and/or arbitration institution whether in Indonesia or a foreign country, or an administrative dispute with an authorized government institution including any dispute in relation to manpower/industrial matters.
• Passed away.
• Not re-appointed upon the conclusion of terms
of office.
• Dismissed by the GMS.
• Declared bankrupt or insolvent based on court
decision.
• No longer qualified by the prevailing laws and
regulations.
Terms of Office and Composition of the Board of Commissioners
The Terms of Office of XL Axiata BOC is five (5) years and may be re appointed for the same period. If a Commissioner is appointed to replace
a vacant position (either by termination or otherwise), then he/she shall serve the remaining term of the vacant position/existing Commissioner.
PT. XL AXIATA TBK TRANSFORM FASTER TO EMERGE STRONGER – GIVING BACK TO THE NATION