Page 90 - XL Axiata Integrated Anual Report 2020 ENG

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2020 Integrated Annual Report
CORPORATE GOVERNANCE
RESOLUTIONS OF ANNUAL GENERAL MEETING OF SHAREHOLDERS PT XL AXIATA TBK - 18 MAY 2020
1st Agenda
1. To Approve and accept the Annual Report
of the Company’s Board of Directors on the activities and course of events of the Company, including but not limited to the results that have been achieved during the financial year ended 31 December 2019, the Supervisory Report
of the Company’s Board of Commissioner for financial year 2019 as well as to approve and ratify the Company’s Financial Statements
for the financial year ended on 31 December 2019 as audited by Kantor Akuntan Publik Tanudiredja, Wibisana, Rintis & Rekan.
2. To Approve to grant release and discharge (volledig acquit et de charge) for the members of the Company’s Board of Directors and members of the Company’s Board
of Commissioners for management and supervision that has been done in the financial year ended on 31 December 2019, as long as those actions reflected in the Annual Report and recorded in the Company’s Financial Statement and not a criminal offense or a breach of the prevailing laws and regulations.
2nd Agenda
1. To approve allocation of the Company’s net profit for the financial year ended 31 December 2019 as per following buckets:
a. 30% of normalized net profit or
Rp215,735,000,000 (two hundred fifteen billion seven hundred and thirty-five million Rupiah) (rounded) will be distributed to shareholders as dividend, equivalent to Rp20 per shares.
b. Grant authorization and power to Company’s Board of Directors with substitution rights
to decide on schedule including terms
and conditions of dividend payout to all shareholders duly eligible based on the prevailing regulations.
2. Allocation on general appropriation amounting Rp100,000,000 (one hundred million Rupiah); and
3. The remaining of Rp496,744,000,000 (four hundred ninety-six billion seven hundred and forty-four million Rupiah) (rounded) will be recorded as Retained Earnings to support the Company’s business development.
3rd Agenda
This agenda does not require any vote from the Shareholders.
4th Agenda
1. To appoint Kantor Akuntan Publik Tanudiredja, Wibisana, Rintis & Rekan (a member of the PricewaterhouseCoopers networks of firms)
as Company’s external auditor with Mr. Andry D. Atmadja, S.E., Ak., CPA as the Public Accountant to perform audit on the Company’s Financial Statement for Financial Year ended on 31 December 2020 and other Financial Statement as required by the Company.
2. To grant authority to the Board of Commissioners and/or Board of Directors of the Company to take necessary action and arrangements, including but not limited to determine the amount of professional fee, signing documents, or appoint other Public Accounting Firm listed in the Financial Services Authority if for one or another reason the above-mentioned public accounting firm is not able to carry out their duties.
5th Agenda
To approve the renewal of authorization to Company’s Board of Commissioners with substitution rights to the Board of Directors
to restate the issuance of new shares and the adjustment of Issued and Paid-up Capital of the Company as a result of execution of 2016 – 2020 LTI Program.
6th Agenda
1. To appoint Dato’ Mohd Izzaddin Idris and Dr. Hans Wijayasuriya respectively as Commissioner of XL Axiata and/or new Member of Board of Commissioner of XL Axiata replacing Kenneth Shen and Peter J. Chambers effective as at the closing of this Meeting until the end of term of Board of Commissioners upon the closing of the Annual General Meeting of Shareholders which will be held on 2024.
2. To accept the resignation and grant release
and discharge (acquit et de charge) to
Kenneth Shen dan Peter J. Chambers of their respective supervisory duties as Commissioner of XL Axiata effective as at their date of appointment(s) until the end of terms of office or as at the closing of this Meeting, to the extent that their actions are reflected in the Company’s report including Financial Statement of XL Axiata which has approved by Annual General Meeting of Shareholders and not construed as criminal actions.
PT. XL AXIATA TBK TRANSFORM FASTER TO EMERGE STRONGER – GIVING BACK TO THE NATION