Page 132 - XL Axiata Integrated Anual Report 2020 ENG

130
2020 Integrated Annual Report
CORPORATE GOVERNANCE
Board of Directors Meetings
Convene meetings as per prevailing regulations.
Business Plan
Provide the Board of Commissioners for approval of XL Axiata business plan and budget no later than 60 days prior to the close of fiscal year, failing of which the previous years’ business plan shall apply.
SCOPE OF RESPONSIBILITIES OF MEMBERS OF THE BOARD OF DIRECTORS
Responsible for coordinating all Company’s operational activities, including overseeing overall management, also compliance with law and regulations, as well as supervising the Corporate Office Directorate, Enterprise Business Directorate, and Human Capital Groups.
Responsible to supervise the Finance Directorate including to manage and control the Company’s business plan and its execution relating to budgeting, treasury, procurement and logistics, accounting activity, including the preparation of financial statements, taxes, and financial management, as well as to control the activity of XL Axiata investor relations, lease management and facilities.
Responsible to supervise Information Directorate in which include Information Technology, Service Operations, Enterprise Planning & Architecture, Enterprise Data Management, Technology Security, Digital Touchpoint, and IT Transformation.
Responsible to supervise Commercial Directorate in which include the commercial strategy and development of plan and activities relating to marketing, sales, analytics, and customer service to drive business growth and client acquisition and also making sure that all functions of the organization are aligned to meet its strategic commercial objectives.
Responsible to supervise Corporate Strategy and Business Development Directorate in which include Corporate Strategy, Home Business, Business Process Management, and Strategic Partnership. This shall include to determine the business strategy and monitor the agreed implementation, and also responsible for business incubation and
strategic partnership in alignment with overall company strategy.
Responsible to supervise Technology Directorate in which include acquiring new technology and define Strategy adoption, allocating and managing capex for company initiatives, Planning and Optimizing Radio and Transport, building capacity and resiliency of Core Network & IT Infrastructure, and managing all program through Program Management Office.
Dian Siswarini
President Director
Budi Pramantika
Director
Yessie D. Yosetya
Director
David Arcelus Oses
Director
Abhijit Navalekar
Director
I Gede Darmayusa
Director
BOD CHARTER AND CODE OF ETHICS
XL Axiata has a Work Guideline and Code of Ethics for the BOD namely the Board Manual. The Board Manual serves as a guideline for members of the BOD 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.
BOD REQUIREMENT AND APPOINTMENT POLICY
The appointment policy of the XL Axiata BOD is regulated in the Senior Executive Nomination Policy. The BOD candidates as proposed by
Shareholders and/or Minority Shareholders are conveyed to the XL 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 BOD members of XL Axiata refer to POJK No. 33/ POJK.04/2014 and the Company’s need including the diversity of skills and total composition of the BOD.
POLICY ON RESIGNATION OF BOD
The BOD resignation policy is regulated in the Company’s Articles of Association and the Board Manual where respective member of the BOD 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
PT. XL AXIATA TBK TRANSFORM FASTER TO EMERGE STRONGER – GIVING BACK TO THE NATION