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ASEAN Corporate Governance Scorecard (ACGS)
PT Dayamitra Telekomunikasi Tbk/Mitratel/MTEL
| Principle | Criteria | Implementation | Reference |
| A.1 | Basic Rights of Shareholders | ||
| A.1.1 | Does the company pay (interim and final/annual) dividends in an equitable and timely manner; that is, all shareholders are treated equally and paid within 30 days after being (i) declared for interim dividends and (ii) approved by shareholders at general meetings for final dividends? In case the company has offered Scrip dividend, did the company paid the dividend within 60 days. | Yes | Information of Dividend: |
| A.2 | Right to participate effectively in and vote in general shareholder meetings and should be informed of the rules, including voting procedures, that govern general shareholder meetings. | ||
| A.2.1 | Do shareholders have the opportunity, evidenced by an agenda item, to approve remuneration (fees, allowances, benefit-in-kind and other emoluments) or any increases in remuneration for the non-executive directors/commissioners? | Yes | |
| A.2.2 | Does the company provide non-controlling shareholders a right to nominate candidates for board of directors/commissioners? | Yes | |
| A.2.3 | Does the company allows shareholders to elect directors/commissioners individually? | Yes | |
| A.2.4 | Does the company disclose the voting procedures used before the start of meeting? | Yes | Rules of AGMS for Financial Year 2023 |
| A.2.5 | Do the minutes of the most recent AGM record that the shareholders were given the opportunity to ask questions and the questions raised by shareholders and answers given recorded? | Yes | Summary of Minutes of AGMS Financial Year 2023 |
| A.2.6 | Does the company disclose the voting results including approving, dissenting, and abstaining votes for all resolutions/each agenda item for the most recent AGM? | Yes | Summary of Minutes of AGMS Financial Year 2023 |
| A.2.7 | Does the company disclose the list of board members who attended the most recent AGM? | Yes | Summary of Minutes of AGMS Financial Year 2023 |
| A.2.8 | Does the company disclose that all board members and the CEO (if he is not a board member) attended the most recent AGM? | Yes | Summary of Minutes of AGMS Financial Year 2023 |
| A.2.9 | Does the company allow voting in absentia? | Yes | |
| A.2.10 | Did the company vote by poll (as opposed to by show of hands) for all resolutions at the most recent AGM? | Yes | Rules of AGMS for Financial Year 2023 |
| A.2.11 | Does the company disclose that it has appointed an independent party (scrutineers/inspectors) to count and/or validate the votes at the AGM? | Yes | Summary of Minutes of AGMS Financial Year 2023 |
| A.2.12 | Does the company make publicly available by the next working day the result of the votes taken during the most recent AGM/EGM for all resolutions? | Yes | Summary of Minutes of AGMS Financial Year 2023 |
| A.2.13 | Does the company provide at least 21 days notice for all AGMs and EGMs? | Yes | Notice AGMS of PT Dayamitra Telekomunikasi Tbk Financial Year 2023 |
| A.2.14 | Does the company provide the rationale and explanation for each agenda item which require shareholders’ approval in the notice of AGM/circulars and/or the accompanying statement? | Yes | Notice AGMS of PT Dayamitra Telekomunikasi Tbk Financial Year 2023 |
| A.2.15 | Does the company give the opportunity for shareholders to place item/s on the agenda of general meetings and/or to request for general meetings subject to a certain percentage? | Yes | |
| A.3 | Markets for corporate control should be allowed to function in an efficient and transparent manner | ||
| A.3.1 | In cases of mergers, acquisitions and/or takeovers requiring shareholders’ approval, does the board of directors/commissioners of the company appoint an independent party to evaluate the fairness of the transaction price? | Yes | |
| A.4 | The exercise of ownership rights by all shareholders, including institutional investors, should be facilitated | ||
| 1.4.1 | Does the company disclose its practices to encourage shareholders to engage with the company beyond general meetings? | Yes | |
| A.5 | Shares and voting rights | ||
| A.5.1 | Where the company has more than one class of shares, does the company publicise the voting rights attached to each class of shares (e.g. through the company website / reports/ the stock exchange/ the regulator’s website)? | N/A | |
| A.6 | Notice of AGM | ||
| A.6.1 | Does each of the resolutions tabled at the most recent annual general meeting deal with only one item, i.e., there is no bundling of several items into the same resolution? | Yes | Summary of Minutes of AGMS Financial Year 2023 |
| A.6.2 | Are the company’s notice of the most recent AGM/circulars fully translated into English and published on the same date as the local-language version? | Yes |
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| Does the notice of AGM/circulars have the following details: | |||
| A.6.3 | Are the profiles of directors/commissioners (at least age, academic qualification, date of appointment, experience, and directorships in other listed companies) in seeking election/re-election included? | N/A | |
| A.6.4 | Are the auditors seeking appointment/re-appointment clearly identified? | N/A | |
| A.6.5 | Were the proxy documents made easily available? | Yes | AGMS of PT Dayamitra Telekomunikasi Tbk Financial Year 2023 Power of Attorney Form |
| A.7 | Insider trading and abusive self-dealing should be prohibited. | ||
| A.7.1 | Are the directors / commissioners required to report their dealings in company shares within 3 business days? | Yes | Board of Commissioners and Directors Work Ethics |
| A.8 | Related party transactions by directors and key executive | ||
| A.8.1 | Does the company have a policy requiring directors /commissioners to disclose their interest in transactions and any other conflicts of interest? | Yes | Board of Commissioners and Directors Work Ethics |
| A.8.2 | Does the company have a policy requiring board members (directors/commissioners) to abstain from participating in the board discussion on a particular agenda when they are conflicted? | Yes | Articles of Association |
| A.8.3 | Does the company have policies on loans to directors and commissioners either forbidding this practice or ensuring that they are being conducted at arm’s length basis and at market rates? | N/A | |
| A.9 | Protecting minority shareholders from abusive actions | ||
| A.9.1 | Does the company disclose that RPTs are conducted in such a way to ensure that they are fair and at arms’ length? | Yes | |
| A.9.2 | In case of related party transactions requiring shareholders’ approval, is the decision made by disinterested shareholders? | Yes | Articles of Association |
| Principle | Criteria | Implementation | Reference | |
| B.1 | Sustainability-related disclosure should be consistent, comparable and reliable, and include retrospective and forward-looking material information that a reasonable investor would consider important in making an investment or voting decision | |||
| Material Sustainability-related information should be specified | ||||
| B.1.1 | Does the company identify/report ESG topics that are material to the organization’s strategy? | No | ||
| B.1.2 | Does the company identify climate change as an issue? | No | ||
| B.1.3 | Does the company adopt an internationally recognized reporting framework or standard for sustainability (i.e. GRI, Integrated Reporting, SASB, IFRS Sustainability Disclosure Standards)? | No | ||
| if a company publicly sets a sustainability-related goal or target, the disclosure framework should provide that reliable metrics are regularly disclosed in an easily accessible form | ||||
| B.1.4 | Does the company disclose quantitative sustainability target? | Yes |
| |
| B.1.5 | Does the company disclose sustainability-related performance progress in relation to its previously set targets? | No | ||
| B.1.6 | Does the company confirm that its Sustainability Report / Reporting is reviewed and /or approved by the Board or Board Committee | Yes | ||
| B.2 | Corporate governance frameworks should allow for dialogue between a company, its shareholders and stakeholders to exchange views on sustainability matters | |||
| B.2.1 | Does the company engage internal stakeholders to exchange views and gather feedback on sustainability matters that are material to the business of the company? | No | ||
| B.2.2 | Does the company engage external stakeholders to exchange views and gather feedback on sustainability matters that are material to the business of the company? | No | ||
| B.3 | The corporate governance framework should ensure that boards adequately consider material sustainability risks and opportunities when fulfilling their key functions in reviewing, monitoring and guiding governance practices, disclosure, strategy, risk management and internal control systems, including with respect to climate-related physical and transition risks | |||
| Boards should assess whether the company’s capital structure is compatible with its strategic goals and its associated risk appetite to ensure it is resilient to different scenarios | ||||
| B.3.1 | Does the company disclose that the board reviews on an annual basis that the company’s capital and debt structure is compatible with its strategic goals and its associated risk appetite? | No | ||
| B.4 | Does the company disclose that the board reviews on an annual basis that the company’s capital and debt structure is compatible with its strategic goals and its associated risk appetite? | |||
| B.4.1 | The existence and scope of the company’s efforts to address customers’ welfare? | Yes | ||
| B.4.2 | Supplier/contractor selection procedures? | Yes | ||
| B.4.3 | The company’s efforts to ensure that its value chain is environmentally friendly or is consistent with promoting sustainable development? | No | ||
| B.4.4 | The company’s efforts to interact with the communities in which they operate? | Yes | ||
| B.4.5 | The company’s anti-corruption programmes and procedures? | Yes | ||
| B.4.6 | How creditors’ rights are safeguarded? | N/A | ||
| B.4.7 | Does the company have a separate report/section that discusses its efforts on environment/economy and social issues? | Yes | Sustainability Report 2023 | |
| B.5 | Where stakeholder interests are protected by law, stakeholders should have the opportunity to obtain effective redress for violation of their rights. | |||
| B.5.1 | Does the company provide contact details via the company’s website or Annual Report which stakeholders (e.g. customers, suppliers, general public etc.) can use to voice their concerns and/or complaints for possible violation of their rights? | Yes | ||
| B.6 | Mechanisms for employee participation should be permitted to develop. | |||
| B.6.1 | Does the company explicitly disclose the policies and practices on health, safety and welfare for its employees? | Yes | ||
| B.6.2 | Does the company explicitly disclose the policies and practices on training and development programmes for its employees? | Yes | ||
| B.6.3 | Does the company have a reward/compensation policy that accounts for the performance of the company beyond short-term financial measures? | No | ||
| B.7 | Stakeholders including individual employee and their representative bodies, should be able to freely communicate their concerns about illegal or unethical practices to the board and their rights should not be compromised for doing this. | |||
| B.7.1 | Does the company have a whistle blowing policy which includes procedures for complaints by employees and other stakeholders concerning alleged illegal and unethical behaviour and provide contact details via the company’s website or annual report | Yes | Annual Report 2023 : Page 264 – 267 | |
| B.7.2 | Does the company have a policy or procedures to protect an employee/person who reveals alleged illegal/unethical behaviour from retaliation? | Yes | Annual Report 2023 : Page 264 – 267 | |
| Principle | Criteria | Implementation | Reference |
| C.1 | Transparent ownership structure | ||
| C.1.1 | Does the information on shareholdings reveal the identity of beneficial owners, holding 5% shareholding or more? | Yes | Annual Report 2023 : Page 52 |
| C.1.2 | Does the company disclose the direct and indirect (deemed) shareholdings of major and/or substantial shareholders? | Yes | Annual Report 2023 : Page 92-93 |
| C.1.3 | Does the company disclose the direct and indirect (deemed) shareholdings of directors (commissioners)? | Yes | Annual Report 2023 : Page 94 |
| C.1.4 | Does the company disclose the direct and indirect (deemed) shareholdings of senior management? | No | |
| C.1.5 | Does the company disclose details of the parent/holding company, subsidiaries, associates, joint ventures and special purpose enterprises/ vehicles (SPEs)/ (SPVs)? | Yes | Company Overview |
| C.2 | Quality of Annual Report | ||
| Does the company’s annual report disclose the following items: | |||
| C.2.1 | Corporate Objectives | Yes | Annual Report 2023 : Page 60-61 |
| C.2.2 | Financial Performance indicators | Yes | Annual Report 2023 : Page 116-134 |
| C.2.3 | Non-Financial Performance indicators | Yes | |
| C.2.4 | Dividend Policy | Yes | Annual Report 2023 : Page 125 |
| C.2.5 | Biographical details (at least age, academic qualifications, date of first appointment, relevant experience, and any other directorships of listed companies) of all directors/commissioners | Yes | Annual Report 2023 : Page 75-87 |
| Corporate Governance Confirmation Statement | |||
| C.2.6 | Does the Annual Report contain a statement confirming the company’s full compliance with the code of corporate governance and where there is non-compliance, identify and explain reasons for each such issue? | Yes | Annual Report 2023 : Page 268 |
| C.3 | Remuneration of Members of the Board and Key Executives | ||
| C.3.1 | Is there disclosure of the fee structure for non-executive directors/commissioners? | Yes | Annual Report 2023 : Page 206-207 |
| C.3.2 | Does the company publicly disclose [i.e. annual report or other publicly disclosed documents] details of remuneration of each non-executive director/commissioner? | Yes | Annual Report 2023 : Page 208 |
| C.3.3 | Does the company disclose its remuneration (fees, allowances, benefit-in-kind and other emoluments) policy/practices (i.e. the use of short term and long term incentives and performance measures) for its executive directors and CEO? | Yes | Annual Report 2023 : Page 206-207 |
| C.3.4 | Does the company publicly disclose [i.e. annual report or other publicly disclosed documents] the details of remuneration of each of the executive directors and CEO [if he/she is not a member of the Board]? | Yes | Annual Report 2023 : Page 208 |
| C.4 | Remuneration of Members of the Board and Key Executives | ||
| C.4.1 | Does the company disclose its policy covering the review and approval of material RPTs? | Yes | Annual Report 2023 : Page 129-131 |
| C.4.2 | Does the company disclose the name, relationship, nature and value for each material RPTs? | Yes | Annual Report 2023 : Page 129-131 |
| C.5 | Directors and Commissioners dealings in the shares of the company | ||
| C.5.1 | Does the company disclose trading in the company’s shares by insiders? | Yes | Annual Report 2023 : Page 272 |
| C.6 | External Auditor and Auditor Report | ||
| Where the same audit firm is engaged for both audit and non-audit services | |||
| C.6.1 | Are the audit and non-audit fees disclosed? | Yes | Annual Report 2023 : Page 97 |
| C.6.2 | Does the non-audit fee exceed the audit fees? | No | Annual Report 2023 : Page 97 |
| C.7 | Medium of Communications | ||
| Does the company use the following modes of communication? | |||
| C.7.1 | Quarterly Reporting | Yes | |
| C.7.2 | Company Website | Yes | Company Website |
| C.7.3 | Analyst’s briefing | Yes | |
| C.7.4 | Media briefings/press conferences | ||
| C.8 | Timely filing/release of annual/financial reports | ||
| C.8.1 | Are the audited annual financial report / statement released within 120 days from the financial year end? | Yes | Financial Statement 2023 |
| C.8.2 | Is the annual report released within 120 days from the financial year end? | Yes | Annual Report 2023 |
| C.8.3 | Is the true and fairness/fair representation of the annual financial statement/reports affirmed by the board of directors/commissioners and/or the relevant officers of the company? | Yes | Annual Report 2023 : Page 301-302 |
| C.9 | Company Website | ||
| Does the company have a website disclosing up-to-date information on the following: | |||
| C.9.1 | Financial statements/reports (latest quarterly) | Yes | Financial Statement |
| C.9.2 | Materials provided in briefings to analysts and media | Yes | Earnings Call |
| C.9.3 | Downloadable Annual Report | Yes | Annual Report |
| C.9.4 | Notice of AGM and/or EGM | Yes | GMS |
| C.9.5 | Minutes of AGM and/or EGM | Yes | GMS |
| C.9.6 | Company’s constitution (company’s by-laws, memorandum and articles of association) | Yes | Articles of Association |
| C.10 | Investor Relations | ||
| C.10.1 | Does the company disclose the contact details (e.g. telephone, fax, and email) of the officer / office responsible for investor relations? | Yes | Information to Investor |
| Principle | Criteria | Implementation | Reference |
| D.1 | Board Duties and Responsibilities | ||
| Clearly defined board responsibilities and corporate governance policy | |||
| D.1.1 | Does the company disclose its corporate governance policy / board charter? | Yes | Board of Commissioners and Directors Work Ethics |
| D.1.2 | Are the types of decisions requiring board of directors/commissioners’ approval disclosed? | Yes | Article of Association |
| D.1.3 | Are the roles and responsibilities of the board of directors/commissioners clearly stated? | Yes | |
| Corporate Vision/Mission | |||
| D.1.4 | Does the company have an updated vision and mission statement? | Yes | Company Overview |
| D.1.5 | Does the board of directors play a leading role in the process of developing and reviewing the company’s strategy at least annually? | Yes | |
| D.1.6 | Does the board of directors have a process to review, monitor and oversee the implementation of the corporate strategy? | Yes | Board Charter |
| D.2 | Board Structure | ||
| Code of Ethics or Conduct | |||
| D.2.1 | Are the details of the code of ethics or conduct disclosed? | Yes | Business Ethics and AKHLAK Core Values Behavior |
| D.2.2 | Are all directors/commissioners, senior management and employees required to comply with the code/s? | Yes | Business Ethics and AKHLAK Core Values Behavior |
| D.2.3 | Does the company have a process to implement and monitor compliance with the code/s of ethics or conduct? | Yes | Business Ethics and AKHLAK Core Values Behavior |
| Board Structure & Composition | |||
| D.2.4 | Do independent directors/commissioners make up at least 50% of the board of directors/commissioners? | No | Board of Commissioners |
| D.2.5 | Does the company have a term limit of nine years or less or 2 terms of five years each for its independent directors/commissioners? 1 The five years term must be required by legislation which pre-existed the introduction of the ASEAN Corporate Governance Scorecard in 2011 | No | Articles of Association Deed Number 58 dated 22 April 2022 |
| D.2.6 | Has the company set a limit of five board seats that an individual independent/ non-executive director/ commissioner may hold simultaneously? | N/A | |
| D.2.7 | Does the company have any executive directors who serve on more than two boards of listed companies outside of the group? | No | |
| Nominating Committee | |||
| D.2.8 | Does the company have a Nominating Committee? | Yes | Committees |
| D.2.9 | Is the Nominating Committee comprised of a majority of independent directors/commissioners? | No | |
| D.2.10 | Is the chairman of the Nominating Committee an independent director/commissioner? | Yes | Committees |
| D.2.11 | Does the company disclose the terms of reference/ governance structure/charter of the Nominating Committee? | Yes | Annual Report 2023 : Page 222 |
| D.2.12 | Is the meeting attendance of the Nominating Committee disclosed and if so, did the Nominating Committee meet at least twice during the year? | Yes | Annual Report 2023 : Page 225 |
| Remuneration Committee/Compensation Committee | |||
| D.2.13 | Does the company have a Remuneration Committee? | Yes | Committees |
| D.2.14 | Is the Remuneration Committee comprised of a majority of independent directors/commissioners? | No | |
| D.2.15 | Is the chairman of the Remuneration Committee an independent director/commissioner? | Yes | Committees |
| D.2.16 | Does the company disclose the terms of reference/ governance structure/ charter of the Remuneration Committee? | Yes | Annual Report 2023 : Page 222 |
| D.2.17 | Is the meeting attendance of the Remuneration Committee disclosed and, if so, did the Remuneration Committee meet at least twice during the year? | Yes | Annual Report 2023 : Page 225 |
| Audit Committee | |||
| D.2.18 | Does the company have an Audit Committee? | Yes | Committees |
| D.2.19 | Is the Audit Committee comprised entirely of non-executive directors/commissioners with a majority of independent directors/commissioners? | Yes | Committees |
| D.2.20 | Is the chairman of the Audit Committee an independent director/commissioner? | Yes | Committees |
| D.2.21 | Does the company disclose the terms of reference/governance structure/charter of the Audit Committee? | Yes | |
| D.2.22 | Does at least one of the independent directors/commissioners of the committee have accounting expertise (accounting qualification or experience)? | Yes | Annual Report 2023 : Page 76 |
| D.2.23 | Is the meeting attendance of the Audit Committee disclosed and, if so, did the Audit Committee meet at least four times during the year? | Yes | Annual Report 2023 : Page 219 |
| D.2.24 | Does the Audit Committee have primary responsibility for recommendation on the appointment, and removal of the external auditor? | Yes | |
| D.3 | Board Proccesses | ||
| Board meetings and attendance | |||
| D.3.1 | Are the board of directors meeting scheduled before the start of financial year? | N/A | |
| D.3.2 | Does the board of directors/commissioners meet at least six times during the year? | Yes | Internal Audit Charter |
| D.3.3 | Has each of the directors/commissioners attended at least 75% of all the board meetings held during the year? | Yes | Internal Audit Charter |
| D.3.4 | Does the company require a minimum quorum of at least 2/3 for board decisions? | No | |
| D.3.5 | Did the non-executive directors/commissioners of the company meet separately at least once during the year without any executives present? | Yes | Internal Audit Charter |
| Access to Information | |||
| D.3.6 | Are board papers for board of directors/commissioners meetings provided to the board at least five business days in advance of the board meeting? | Yes | Board Charter |
| D.3.7 | Does the company secretary play a significant role in supporting the board in assisting Board’s responsibilities? | Yes | Board Charter |
| D.3.8 | Is the company secretary trained in legal, accountancy or company secretarial practices and has kept abreast on relevant developments? | No | Company Overview |
| Board Appointment and Re-Election | |||
| D.3.9 | Does the company disclose the criteria used in selecting new directors/commissioners? | Yes | Nomination and Remuneration Charter |
| D.3.10 | Did the company describe the process followed in appointing new directors/commissioners? | Yes | Nomination and Remuneration Charter |
| D.3.11 | Are all directors/commissioners subject to re-election every 3 years; or 5 years for listed companies in countries whose legislation prescribes a term of 5 years2 each? 2 The five years term must be required by legislation which pre-existed the introduction of the ASEAN Corporate Governance Scorecard in 2011 | No | Articles of Association Deed Number 58 dated 22 April 2022 |
| Remuneration Matters | |||
| D.3.12 | Do the shareholders or the Board of Directors approve the remuneration of the executive directors and/or the senior executives? | Yes | AGMS 2023 |
| D.3.13 | Does the company have measurable standards to align the performance-based remuneration of the executive directors and senior executive with long-term interests of the company, such as claw back provision and deferred bonuses? | N/A | |
| Internal Audit | |||
| D.3.14 | Does the company have a separate internal audit function? | Yes | Annual Report 2023 : Page 235-236 |
| D.3.15 | Is the head of internal audit identified or, if outsourced, is the name of the external firm disclosed? | Yes | Annual Report 2023 : Page 236 |
| D.3.16 | Does the appointment and removal of the internal auditor require the approval of the Audit Committee? | No | |
| Risk Oversight | |||
| D.3.17 | Does the company establish a sound internal control procedures/risk management framework and periodically review the effectiveness of that framework? | Yes | Annual Report 2023 – Page 242 |
| D.3.18 | Does the Annual Report/Annual CG Report disclose that the board of directors/commissioners has conducted a review of the company’s material controls (including operational, financial and compliance controls) and risk management systems? | Yes | Annual Report 2023 : Page 218 |
| D.3.19 | Does the company disclose the key risks to which the company is materially exposed to (i.e. financial, operational including IT, environmental, social, economic)? | Yes | Annual Report 2023 : Page 243 – 252 |
| D.3.20 | Does the Annual Report/Annual CG Report contain a statement from the board of directors/commissioners or Audit Committee commenting on the adequacy of the company’s internal controls/risk management systems? | Yes | Annual Report 2023 : Page 220 – 222 |
| D.4 | People on the Board | ||
| Board Chairman | |||
| D.4.1 | Do different persons assume the roles of chairman and CEO? | Yes | Annual Report 2023: |
| D.4.2 | Is the chairman an independent director/commissioner? | No | |
| D.4.3 | Is any of the directors a former CEO of the company in the past 2 years? | No | |
| D.4.4 | Are the roles and responsibilities of the chairman disclosed? | Yes | Annual Report 2023 : Page 196-197 |
| Lead Independent Director | |||
| D.4.5 | If the Chairman is not independent, has the Board appointed a Lead/Senior Independent Director and has his/her role been defined? | No | |
| Skills and Competencies | |||
| D.4.6 | Does at least one of Board of Commissioners have prior working experience in the major sector that the company is operating in? | Yes | |
| D.5 | Board Performance | ||
| Directors Development | |||
| D.5.1 | Does the company have orientation programmes for new directors/commissioners? | Yes | |
| D.5.2 | Does the company have a policy that encourages directors/commissioners to attend on-going or continuous professional education programmes? | Yes | Annual Report 2023 : Page 187-202 |
| CEO/Executive Management Appointments and Performance | |||
| D.5.3 | Does the company disclose the process on how the board of directors/commissioners plans for the succession of the CEO/Managing Director/President and key management? | Yes | Nomination and Remuneration Charter |
| D.5.4 | Does the board of directors/commissioners conduct an annual performance assessment of the CEO/Managing Director/President? | Yes | Nomination and Remuneration Charter |
| Board Appraisal | |||
| D.5.5 | Did the company conduct an annual performance assessment of the board of directors/commissioners and disclose the criteria and process followed for the assessment? | Yes | Nomination and Remuneration Charter |
| Director Appraisal | |||
| D.5.6 | Did the company conduct an annual performance assessment of the individual directors/commissioners and disclose the criteria and process followed for the assessment? | Yes | Nomination and Remuneration Charter |
| Committee Appraisal | |||
| D.5.7 | Did the company conduct an annual performance assessment of the board committees and disclose the criteria and process followed for the assessment? | Yes | Annual Report 2023 : Page 189 |
| Principle | Criteria | Implementation | Reference |
| (B)A. | Rights of shareholders | ||
| (B)A.1 | Right to participate effectively in and vote in general shareholders meeting and should be informed of the rules, including voting procedures, that govern general shareholders meeting | ||
| (B)A.1.1 | Does the company practice secure electronic voting in absentia at the general meetings of shareholders? | Yes | AGMS 2023 |
| (B)B. | Equitable Treatment Of Shareholders | ||
| (B)B.1 | Notice of AGM | ||
| (B)B.1.1 | Does the company release its notice of AGM (with detailed agendas and explanatory circulars), as announced to the Exchange, at least 28 days before the date of the meeting? | N/A | |
| (B)C. | Role Of Stakeholders | ||
| (B)C.1 | |||
| (B)C.1.1 | Does the company adopt an internationally recognized reporting framework for sustainability (i.e. GRI, Integrated Reporting, SASB)? | Yes | |
| (B)C.1.2 | Does the company disclose that its Sustainability Report / Sustainability Reporting is externally assured? | No | |
| (B)C.1.3 | Does the company disclose the engagement channel with stakeholder groups and how the company responds to stakeholders’ ESG concerns? | N/A | |
| (B)C.1.4 | Does the company have a unit / division / committee who is specifically responsible to manage the sustainability matters? | N/A | |
| (B)C.1.5 | Does the company disclose board of directors/commissioners’ oversight of sustainability-related risks and opportunities? | N/A | |
| (B)C.1.6 | Does the company disclose the linkage between executive directors and senior management remuneration and sustainability performance for the previous year? | N/A | |
| (B)C.1.7 | Is the company’s Whistle Blowing System managed by independent parties / institutions? | Yes | Mitratel Integrity Line |
| (B)D. | Disclosure and transparency | ||
| (B)D.1 | Quality of Annual Report | ||
| (B)D.1.1 | Are the audited annual financial report/statement released within 60 days from the financial year end? | N/A | |
| (B)E. | Responsibilities of the board | ||
| (B)E.1 | Board Competencies and Diversity | ||
| (B)E.1.1 | Does the company have at least one female independent director/commissioner? | No | |
| (B)E.1.2 | Does the company have a policy and disclose measurable objectives for implementing its board diversity and report on progress in achieving its objectives? | N/A | |
| (B)E.2 | Board Structure | ||
| (B)E.2.1 | Is the Nominating Committee comprise entirely of independent directors/commissioners? | No | |
| (B)E.2.2 | Does the Nominating Committee undertake the process of identifying the quality of directors aligned with the company’s strategic directions? | Yes | |
| (B)E.3 | Board Appointments and Re-Election | ||
| (B)E.3.1 | Does the company use professional search firms or other external sources of candidates (such as director databases set up by director or shareholder bodies) when searching for candidates to the board of directors/commissioners? | N/A | |
| (B)E.4 | Board Structure & Composition | ||
| (B)E.4.1 | Do independent non-executive directors/commissioners make up more than 50% of the board of directors/commissioners for a company with independent chairman? | N/A | |
| (B)E.5 | Risk Oversight | ||
| (B)E.5.1 | Does the company disclose that its Board identified key risk in relation to information technology including disruption, cyber security, and disaster recovery, to ensure that such risks are managed and integrated into the overall risk management framework? | N/A | |
| (B)E.6 | Board Performance | ||
| (B)E.6.1 | Does the company have a separate board level Risk Committee? | N/A | |
| Principle | Criteria | Implementation | Reference |
| (P)A. | Rights of shareholders | ||
| (P)A.1 | Basic shareholder rights | ||
| (P)A.1.1 | Did the company fail or neglect to offer equal treatment for share repurchases to all shareholders? | No | AGMS 2023 |
| (P)A.2 | Shareholders, including institutional shareholders, should be allowed to consult with each other on issues concerning their basic shareholder rights as defined in the Principles, subject to exceptions to prevent abuse. | ||
| (P)A.2.1 | Is there evidence of barriers that prevent shareholders from communicating or consulting with other shareholders? | No | |
| (P)A.3 | Right to participate effectively in and vote in general shareholders meeting and should be informed of the rules, including voting procedures, that govern general shareholders meeting | ||
| (P)A.3.1 | Did the company include any additional and unannounced agenda item into the notice of AGM/EGM? | No | GMS |
| (P)A.3.2 | Did the Chairman of the Board, Audit Committee Chairman and CEO attend the most recent AGM? | Yes | AGMS 2023 |
| (P)A.4 | Capital structures and arrangements that enable certain shareholders to obtain a degree of control disproportionate to their equity ownership should be disclosed | ||
| Did the company fall to disclose the existence of : | |||
| (P)A.4.1 | Shareholders Agreement? | No | |
| (P)A.4.2 | Voting Cap? | No | |
| (P)A.4.3 | Multiple Voting Rights? | No | |
| (P)A.5 | Capital structures and arrangements that enable certain shareholders to obtain a degree of control disproportionate to their equity ownership should be disclosed. | ||
| (P)A.5.1 | Is a pyramid ownership structure and/or cross holding structure apparent? | No | |
| (P)B. | Equiteable treatment of shareholders | ||
| (P)B.1 | Insider trading and abusive self-dealing should be prohibited | ||
| (P)B.1.1 | Has there been any conviction of insider trading involving directors/commissioners, management and employees in the past three years? | No | |
| P(B).2 | Protecting minority shareholders from abusive action | ||
| P(B).2.1 | Has there been any cases of non compliance with the laws, rules and regulations pertaining to material related party transactions in the past three years? | No | |
| P(B).2.2 | Were there any RPTs that can be classified as financial assistance (i.e not conducted at arms length) to entities other than wholly-owned subsidiary companies? | Yes | |
| (P)C. | Role of Stakeholders | ||
| (P)C.1 | The rights of stakeholders that are established by law or through mutual agreements are to be respected | ||
| (P)C.1.1 | Have there been any violations of any laws pertaining to labour/employment/consumer/insolvency/commercial/competition or environmental issues? | No | |
| P(C).2 | Where stakeholders participate in the corporate governance process, they should have access to relevant, sufficient and reliable information on a timely and regular basis | ||
| P(C)2.1 | Has the company faced any sanctions by regulators for failure to make announcements within the requisite time period for material events? | No | |
| P(C)2.2 | Is there any evidence that the company is engaging in greenwashing activities? | N/A | |
| P(D). | Disclosure and transparency | ||
| P(D).1 | Sanctions from regulator on financial reports | ||
| (P)D.1.1 | Did the company receive a “qualified opinion” in its external audit report? | No | |
| (P)D.1.2 | Did the company receive an “adverse opinion” in its external audit report? | N/A | |
| (P)D.1.3 | Did the company receive a “disclaimer opinion” in its external audit report? | N/A | |
| (P)D.1.4 | Has the company in the past year revised its financial statements for reasons other than changes in accounting policies? | No | |
| (P)E. | Responbilities of the board | ||
| (P)E.1 | Compliance with listing rules, regulations and applicable laws | ||
| (P)E.1.1 | Is there any evidence that the company has not complied with any listing rules and regulations over the past year apart from disclosure rules? | No | |
| (P)E.1.2 | Have there been any instances where non-executive directors/commissioner have resigned and raised any issues of governance-related concerns? | No | |
| (P)E.2 | Board Structure | ||
| (P)E.2.1 | Does the Company have any independent directors/commissioners who have served for more than nine years or two terms of five years1 each (which ever is higher) in the same capacity? 1The five years term must be required by legislation which pre-existed before the introduction of the ASEAN Corporate Governance Scorecard in 2011 | No | |
| (P)E.2.2 | Did the company fail to identify who are the independent director(s)/ commissioner(s)? | No | |
| (P)E.2.3 | Does the company have any independent directors/non-executive/commissioners who serve on a total of more than five boards of publicly-listed companies? | No | |
| (P)E.3 | External Audit | ||
| (P)E.3.1 | Is any of the directors or senior management a former employee or partner of the current external auditor (in the past 2 years)? | No | |
| (P)E.4 | Board Structure and Composition | ||
| (P)E.4.1 | Has the chairman been the company CEO in the last three years? | No | |
| (P)E.4.2 | Do non-executive directors/commissioners receive options, performance shares or bonuses? | No | |
