Page 86 - XL Axiata Integrated Anual Report 2020 ENG

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2020 Integrated Annual Report
CORPORATE GOVERNANCE
General Meeting
of Shareholders
The General Meeting of Shareholders (“GMS”) is a Company’s organ with authorities not granted to the Board of Directors and the Board of Commissioners within threshold as set forth under the Articles of Association and prevailing regulations.
The GMS serves a forum for Shareholders to exercise rights, initiate authorities, and submission of opinions, votings, and request of information relating to the strategic decision-making or the XL Axiata management.
Shareholders’ Rights and Authorities In GMS
XL Axiata Shareholders have the rights to
attend the GMS as a self-representative or their authorized proxies by using Proxy available in Company’s official Website (www.xlaxiata.co.id) at the same time with GMS Invitaton.
Based on the Articles of Association, the GMS shall have the following authority, subject to the prevailing laws and regulation, among others:
1. To approve the Annual Report with regards
to XL Axiata course of business as well as the Board of Commissioners Supervisory Activity Report during the fiscal year as elaborated under the XL Axiata Annual Report.
2. To ratify the financial statements consisting
of the balance sheet of the financial year, the statement of income of the financial year being audited by a public accountant.
3. Provide approval for the proposed use of XL Axiata profit.
4. Appoint or authorize to the Board of Commissioners to appoint Public Accountant for the current year.
5. Appoint and/or dismiss members of the Board of Directors and Board of Commissioners of XL Axiata, if needed.
6. 7.
Determine the remuneration for members of the Board of Directors and the Board of Commissioners.
To approve other agenda in GMS as duly proposed pursuant to the provisions under Articles of Association
PT. XL AXIATA TBK TRANSFORM FASTER TO EMERGE STRONGER – GIVING BACK TO THE NATION
In addition, the Shareholders also have the following rights by the Extraordinary GMS:
• Approve the merger, consolidation, acquisition,
and separation, filing for bankruptcy over the Company, the extension of the period of the Company, dissolution and liquidation.
• Appoint and terminate members of the Board of Directors and/or Board of Commissioners;
• Ratify the amendment of Articles of Association;
• Approve additional Authorised Capital and/or Issued and Paid Up Capital;
• Approve material transaction based on authority threshold as regulated under prevailing regulations;
• Approve distribution of new shares in portfolio; • Approve plan and results allocation from
funding activity;
• Approve the proposed corporate action in
accordance with prevailing regulations.
• In particular for transactions, which contain
conflict of interest, the Independent Shareholders or their authorized representatives in the GMS must approve it.
Equal Treatment to Shareholders
XL Axiata applies equal treatment to all shareholders through the availability of the same Information to Shareholders as well as through voting mechanism based on rights owned by Shareholders in accordance with the portion of its respective share ownership.