Page 155 - XL Axiata Integrated Anual Report 2020 ENG

2020 Integrated Annual Report 153
IMPLEMENTATION OF DUTIES AND RESPONSIBILITIES
Duties and responsibilities of XL Corporate Secretary is in accordance with Financial Authority Services Regulation No. 35/POJK.04/2014 on Company Secretary of Issuer or Public Company, as stipulated in the Charter of Corporate Secretary being approve by XL Board of Directors on August 16, 2016.
Duties and Implementation of Duties and Responsibilities in 2020 Responsibilities
Management of the Meetings for BOD, BOC and Committees
a. By the end of 2019, the Corporate Secretary has determined the meeting schedule and Routine Agenda for the Board of Commissioners Meeting as well as Joint Meeting of the Board of Commissioners and Directors for fiscal year 2020 based on the Articles of Association.
b. Conducting regular weekly Board of Directors meeting as well as Board of Directors and/or Board of Commissioners meetings outside the regular schedule.
c. Organizing regular meetings of Committees under the Board of Commissioners.
d. Conducting administrative process including updating of data in the Diligent Board apps used by
each member of the Board of Commissioners, Directors and Committees in terms of: • access the Meeting’s invitation and venue;
• access and observe all Meeting materials;
• evaluate the draft Minutes of the Meeting;
• provide any review or feedback digitally; • voting digitally; and
• access messanger facility in the app.
e. Preparing and properly documented the minutes of each meeting.
f. Distributing parts of major decisions taken during/in the meeting to relevant business segments
for follow up.
By the end of 2020, the following has been implemented: a. 14 (fourteen) BOC Meetings including:
• 2 (two) BOC Meetings,
• 8 (eight) Special BOC Meetings, and
• 4 (four) Joint Meeting of BOC and NRC
b. 63 (sixty-three) BOD Meetings of which 11 (eleven) meetings were BOD Special Meeting; c. 4 (four) NRC Meetings;
d. 7(seven)BOCDecisionviaCirculars;
e. 9 (nine) BOD Decision via Circulars.
The Corporate Secretary is fully responsible for the implementation of the Company’s GMS in 2020 which was held twice, namely the Annual GMS on 18 May 2020 and Extraordinary GMS on 27 October 2020. Both GMS were conductec electronically (e-GMS) in accordance with the POJK No. 15/POJK.04/2020 concerning Plan and Implementation of General Meeting of Shareholders of Public Companies and POJK No. 16/POJK.04/2020 regarding the Implementation of General Meeting of Shareholders of Public Companies Electronically.
The Corporate Secretary is the first corporate secretary of public company in Indonesia conducting e-GMS, and that becoming a benchmark for other public companies, the e-GMS innovation has also received recognition and award from the capital market institution (IDX Channel) in the IDX Channel Anugerah Inovasi Indonesia event for the category Sustainability – Good Corporate Governance.
The responsibilities of Corporate Secretary in the implementation of e-GMS are as follows:
a. Fulfillment of e-GMS plan reporting obligations to Financial Services Authority, including Announcement, Invitation, Meeting Summary, and Meeting Minutes to Financial Services
Authority, Indonesia Stock Exchange, and announcement to the Shareholders and/or Public in accordance with the provisions in POJK No. 15/POJK.04/2020 concerning Plan and Implementation of General Meeting of Shareholders of Public Companies juncto POJK No. 16/POJK.04/2020 regarding the Implementation of General Meeting of Shareholders of Public Companies Electronically.
b. Prepare e-GMS online registration system for the shareholders.
c. Prepare and ensure the availability of Meeting material for Shareholders interest, through QR
Code during the electronic registration including to providing in XL Axiata website.
d. Prepare the availability of electronic voting system (e-Voting), including submission of
e-Voting access to the shareholders that had done online registration to attend the e-GMS.
e. Prepare conference media for the implementation of e-GMS.
f. Provide Meeting access for electronic attendance of the Shareholders and/or its Proxies,
members of the BOD, members of the BOC, and members of the Committees under the BOC.
g. Coordinate with Notary and Share Registrar, as the appointed independent third parties to
assist in Meeting implementation reffering to prevailing regulations.
h. Coordinate with KSEI in the e-GMS implementation process through eASY.KSEI system
managed by KSEI.
i. Update all Meeting materials from the Announcement to the Meeting Minutes in XL Axiata
website, which can be accessed by public and stakeholders.
j. Provide e-GMS implementation record data to the Notary and public.
Implementation of General Meeting of Shareholders (GMS)
TRANSFORM FASTER TO EMERGE STRONGER – GIVING BACK TO THE NATION PT. XL AXIATA TBK