Page 133 - XL Axiata Integrated Anual Report 2020 ENG

2020 Integrated Annual Report
131
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 BOD 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.
The BOC also has the authority to decide a Suspension to member of the BOD. The respective BOD member who suspended is not able to perform his/her obligation to the Company until the end of suspension period or revoked by the GMS. Any suspension of BOD has to be based
on BOC resolution and notified to respective BOD members through formal letter. Further the BOC shall convene a GMS to either revoke or affirm the suspension.
POLICY AND IMPLEMENTATION OF MEETING OF THE BOARD OF DIRECTORS
In general, the BOD Meeting Policy is as follows:
• The schedule of the BOD meeting is determined
by the Corporate Secretary.
• The BOD meeting is chaired by the President
Director. In the event that the President Director is not present, each Director appointed by a member of the present members of BOD can be the Chairman.
• In the event that a Director cannot be present at the BOD meeting, the respective Director may authorize proxy to another Director. A Director can only be a proxy for one (1) other Director.
• The BOD meeting can make a valid decision in the presence of at least half of the BOD members or their proxies present at the meeting.
• BOD minutes of meeting must be prepared
as documentation of decisions made at the meeting. The minutes must be prepared by an executive (can be done by a Director or other executive, for example a Corporate Secretary) who is present at the meeting and appointed by the chairman. The Minutes must also be signed by all Directors present at the meeting to ensure accuracy.
• The BOD can also make decisions without conducting a Meeting, however the decision must be approved and signed in one or more documents through facsimile, email or other written communication methods. Circular decisions will have.
In 2020, XL Axiata BOD has convened 63 Meetings as follows:
No. Date Agenda Dian Moh. Sis- Adlan bin
Yessie Abhijit D. Yo- Naval- setya ekar
Allan Bonke
David Arcelus Oses
Budi Pra- mantika
I Gede Darmay- usa
1 07-
Jan-20 Discussion
Company Full Year Performance Review
Yes Yes
Yes Yes
Yes Yes
Yes Yes Yes
Yes Yes Yes
Yes Yes Absent
Not yet appointed as Member
Not yet appointed as Member
Not yet appointed as Member
Strategic
2 14-Jan-
20 Discussion
Discussion on the Company Long Term Incentive
Strategic
3 21-Jan-
20 Discussion
Discussion on Commercial
Discussion on Technology
Strategic
TRANSFORM FASTER TO EMERGE STRONGER – GIVING BACK TO THE NATION
PT. XL AXIATA TBK
warini Ahmad Tajudin