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Go V Ernance & a Udited Financial S T a Tement S 2 0 19 GOVERNANCE & AUDITED FINANCIAL STATEMENTS 2019 Governance & Compliance Information Governance & Audited Financial Statements 2019 Contents GOVERNANCE Group Corporate Structure 2 Profile of Directors 4 Board Remuneration 8 Directors’ Training List 2019 9 Profile of Group Senior Leadership Team 12 Profile of Operating Companies’ Management Team 18 Significant Milestones in 2019 20 Awards 21 Statement on Risk Management and Internal Control 26 Board Audit Committee Report 36 Strengthening Data Privacy and Cyber Security in 2019 38 Additional Compliance Information 40 AUDITED FINANCIAL STATEMENTS Directors’ Responsibility Statement 44 Audited Financial Statements for the financial year ended 31 December 2019 45 OTHER INFORMATION Shareholding Statistics 195 List of Top Ten Properties 198 Net Book Value of Land & Buildings 199 Glossary 200 Axiata’s Integrated Annual Report 2019 Suite is made up of the following: IAR Integrated Annual Report 2019 GAFS Governance & Audited SNCR Sustainability & National Financial Statements 2019 Contribution Report 2019 Governance Governance & Compliance Information Governance & Audited Financial Statements 2019 Group Corporate Structure* as at 31 March 2020 AXIATA GROUP BERHAD Celcom Axiata Berhad Axiata SPV1 Axiata Investments 1 (Malaysia) (Labuan) Limited (India) Limited (Labuan) (Mauritius) Celcom Resources Berhad Axiata SPV2 Axiata (Malaysia) Berhad Investments 2 (Malaysia) (India) Limited Celcom Networks Sdn Bhd (Mauritius) (Malaysia) Axiata Management Celcom Mobile Sdn Bhd Services Sdn Bhd (Malaysia) (Malaysia) Celcom Properties Sdn Bhd # (Malaysia) Axiata Foundation (Malaysia) Celcom eCommerce Sdn Bhd (Malaysia) Axiata Investments Reynolds (UK) Limited Holdings Limited Celcom Retail Holding (United Kingdom) (St. Kitts & Nevis) Sdn Bhd (Malaysia) Axiata Business Ncell Private Celcom Retail Sdn Bhd Services Sdn Bhd Limited (Malaysia) (Malaysia) (Nepal) 80.00% Celcom Timur (Sabah) 80.00% Sdn Bhd Xpand Investments Axiata Global (Malaysia) (Labuan) Limited Services Pte Ltd (Labuan) (Singapore) Tune Talk Sdn Bhd 35.00% (Malaysia) Suvitech 65.00% Co., Ltd Merchantrade Asia 20.00% (Thailand) Sdn Bhd (Malaysia) Axiata Investments Sacofa Sdn Bhd (Singapore) Limited 15.12% Legend: (Malaysia) (Labuan) * Depicting active subsidiaries, associates and affiliates Axiata SPV4 Key Operating Companies Sdn Bhd Wholly-owned Subsidiaries (Malaysia) Non wholly-owned Subsidiaries Associates/Affiliates Listed Companies Axiata Digital # Innovation Fund Company Limited by Guarantee Sdn Bhd 62.19% (Malaysia) Note: The complete list of subsidiaries, associates and joint ventures and their respective principal activities, country of incorporation and the Group’s effective interest are shown in notes 44 to 46 to the financial statements on pages 172 to 180 of this Governance & Audited Financial Statements 2019. 2 Governance & Compliance Information Governance & Audited Financial Statements 2019 Group Corporate Structure* as at 31 March 2020 Axiata Digital ADA Digital Singapore Axiata Investments edotco Group Axiata Investments Pte Ltd Services Sdn Bhd (Singapore) (Cambodia) Limited Sdn Bhd (Labuan) Limited (Malaysia) (Labuan) (Malaysia) 63.00% (Labuan) 96.47% Adknowledge Asia edotco Malaysia Pacific (India) Private Axiata Digital Axiata (Cambodia) Sdn Bhd Axiata Investments Limited Holdings Limited (Malaysia) 0.002% Advertising Sdn Bhd (India) 72.48% (Indonesia) Sdn Bhd (Labuan) 79.998% (Malaysia) 81.69% (Malaysia) ADA Digital Tanjung Digital PT Axiata Digital Sdn Bhd Philippines Inc. PT XL Axiata Tbk ‡ (Philippines) 99.99% Smart Axiata Co., Ltd (Malaysia) Analytics Indonesia (Indonesia) (Indonesia) (Cambodia) Yiked Bina Sdn Bhd 66.25% ADA Asia Malaysia (Malaysia) 95% Sdn Bhd 5% 70% PT Axiata Digital On Site Services (Malaysia) SmartLuy PLC PT Princeton Digital Services Indonesia (Cambodia) Sdn Bhd (Malaysia) 20% (Indonesia) PT ADA Asia Group Data Centres 80% edotco Holdings (Indonesia) Indonesia edotco 30.00% (Indonesia) (Labuan) Limited Axiata Digital 99.00% (Cambodia) Co., Ltd (Labuan) Bangladesh ADA Digital (Cambodia) (Private) Limited (Thailand) Co Ltd edotco Investments edotco Investments SADIF LP (Bangladesh) (Thailand) 99.85% 80.00% (Labuan) Limited Singapore Pte. Ltd. (Labuan) (Labuan) (Singapore) Axiata Digital Capital 87.50% 35.7% edotco Services Sdn Bhd edotco Bangladesh 34.3% Asian Towers Holdings (Malaysia) Lanka (Private) Co. Ltd 99.00% Pte. Limited (Bangladesh) Limited (Singapore) PT Axiata Digital (Sri Lanka) Capital Indonesia 1.00% 80% edotco Towers (Indonesia) 85% edotco Myanmar edotco Lao (Bangladesh) Limited Axiata Digital Company Limited Limited (Bangladesh) (Laos) (Myanmar) eCode Sdn Bhd edotco Pakistan (Malaysia) (Private) Limited (Pakistan) Robi Axiata Limited Apigate Sdn Bhd (Bangladesh) (Malaysia) edotco Towers 68.69% Pakistan (Private) Apigate India Limited RedDot Digital 51% Services (Pakistan) Limited Private Limited ISOC edotco Towers, Inc. (Bangladesh) (India) (Philippines) Apigate Inc. Dialog Broadband (Formerly known as Telecard (Private) Networks (Private) Axiata Lanka (Private) WSO2. Telco, Inc) Limited Limited Limited (USA) (Sri Lanka) (Sri Lanka) (Sri Lanka) Apigate (Private) Digital Realty Dialog Television Axiata Digital Labs Limited(Formerly (Private) Limited (Private) Limited (Private) Limited known as WSO2. (Sri Lanka) 35% (Sri Lanka) (Sri Lanka) Telco (Private) Dialog Device Trading Limited) (Private) Limited (Sri Lanka) Dialog Axiata PLC ‡ (Sri Lanka) (Sri Lanka) 83.32% Digital Health Dialog Business Services (Private) Limited (Private) Limited (Sri Lanka) 53.20% (Sri Lanka) Headstart (Private) Dialog Network Dialog Finance PLC ‡ Limited Services (Private) (Sri Lanka) 98.88% (Sri Lanka) 50.59% Limited Digital Holdings Lanka (Sri Lanka) Dialog Axiata (Private) Limited Digital Innovation Firstsource – Dialog 25% (Sri Lanka) Fund (Private) Solutions (Private) Limited Limited 26.00% (Sri Lanka) 25% (Sri Lanka) 3 Governance & Compliance Information Governance & Audited Financial Statements 2019 Profile of Directors TAN SRI GHAZZALI SHEIKH TAN SRI JAMALUDIN IBRAHIM DATO’ MOHD IZZADDIN IDRIS ABDUL KHALID Managing Director/ Executive Director/ Chairman President & Group Chief Executive Officer Deputy Group Chief Executive Officer Non-Independent Non-Executive Director Nationality / Age / Gender: Nationality / Age / Gender: Nationality / Age / Gender: Malaysian / 74 / Male Malaysian / 61 / Male Malaysian / 57 / Male Date of Appointment: Date of Appointment: 3 March 2008 Date of Appointment: 24 March 2008 24 November 2016 Length of Service: Length of Service: 12 years Length of Service: 12 years 3 years 4 months Date of Last Re-election: 29 May 2019 Date of Last Re-election: Date of Last Re-election: 29 May 2019 Membership of Board Committees: 29 May 2019 • Board Risk and Compliance Committee Membership of Board Committees: • Board Annual Report Committee Membership of Board Committees: • Nil Qualifications: • Board Risk and Compliance Committee • MBA, Portland State University, USA • Board Annual Report Committee Qualifications: • Bachelor of Science in Business Administration • Degree in Economics, La Trobe University, (Minor in Mathematics), California State Qualifications: Australia University, USA • Bachelor of Commerce Degree (First Class Working Experience and Occupation: Honours in Finance), University of New South Working Experience and Occupation: Jamaludin is Managing Director/President & Wales, Australia Ghazzali was appointed as Axiata’s Chairman Group Chief Executive Officer of Axiata Group • Fellow of CPA Australia (FCPA) on 1 November 2018, following a 10-year stint Berhad, which he joined in March 2008. He has • Member of the Malaysian Institute of as Board Member since March 2008. Subsequent worked for about 38 years in the ICT industry – 16 Accountants (MIA) years in IT and 22 years in telecommunications. to his appointment as Axiata’s Chairman, he relinquished his position as the Chairman of Jamaludin started his career as a lecturer Working Experience and Occupation: Board Nomination and Remuneration Committee in Quantitative Methods at California State Izzaddin was appointed as Executive Director/ of Axiata and Chairman of Robi in January University, USA in 1980. Deputy Group Chief Executive Officer of Axiata 2019. He was re-designated from Independent Group Berhad on 24 January 2020. He joined the Non-Executive Director (“INED”) to Non-INED He then spent 12 years in IBM (1981-1993), the first five years as Systems Engineer and Board of Axiata in November 2016 as a Non- effective 24 March 2020. then in various positions in Sales, Marketing Independent Non-Executive Director and was and Management. In 1993, he was appointed re-designated as Independent Non-Executive Ghazzali has made his career as a diplomat since Managing Director of Digital Equipment Malaysia Director in March 2019. 1971 and became the Ambassador of Malaysia (the Malaysian branch of Digital Equipment, then the second largest IT company worldwide). to USA in March 1999. Prior to his appointment Prior to joining Axiata, Izzaddin was the Group to Washington, D.C., he served as Deputy Four years later, in 1997, Jamaludin joined Maxis Managing Director/Chief Executive Officer of UEM Secretary-General at the Ministry of Foreign Communications Berhad, and was appointed Group Berhad, a position he held since July 2009 Affairs, Malaysia. Over the years, his overseas Chief Executive Officer in 1998. In 2006, he was until his departure in October 2018. Immediately appointments have included postings to
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