SSEK Legal Consultants founding partner Ira A. Eddymurthy and Tengku Almira Adlinisa, an associate at the firm, have contributed the Indonesia chapter of the new Practical Law global guide to Shareholders' Rights in Private and Public Companies. SSEK is one of the leading corporate and commercial law firms in Indonesia. It works with leading international and domestic companies on all aspects of their business in Indonesia. SSEK is widely experienced in the establishment of businesses in Indonesia and their ongoing operation.
The following is an excerpt from the Indonesia chapter of the Practical Law global guide to Shareholders' Rights in Private and Public Companies written by SSEK Legal Consultants.
The Indonesian Company Law provides that upon a written request from shareholders, the Board of Directors (BOD) must permit the shareholders to:
- Examine the register of shareholders, the special register of shareholders, minutes of the general meeting of shareholders (GMS) and annual reports.
- Obtain copies of the minutes of the GMS and annual reports of the limited liability company (Perusahaan Terbatas (PT)).
The BOD must also convey information related to the PT to shareholders at the GMS insofar as such information is related to the agenda of the meeting and is not contrary to the PT's interests.
Disclosure of Information Under Securities Laws
Under OJK Regulation No. IX.K.1, information or material facts that may affect the price of shares must be disclosed to the public within, at the latest, two working days as of the availability of such material information. Information that is considered material is as follows:
- Merger, purchase of shares, consolidation or the establishment of a joint venture.
- Stock splits or the distribution of share dividends.
- Extraordinary income from dividends.
- Obtainment or loss of an important contact.
- New product or invention that is material.
- Change of control or material change in management.
- Announcement of buyback or the payment of securities in debt form.
- Sale of additional securities.
- Purchase or material loss from the sale of assets.
- Important labor dispute.
- Material legal claim against the company and/or the company's director(s) and commissioner(s).
- The submission of an offer to purchase the company's security.
- Replacement of the company's accountant.
- Replacement of the trustee.
- Change of the company's fiscal year.
In addition to information that may have a material effect on share price, a PT Tbk is also subject to the obligation to provide regular and incidental disclosures to the Financial Services Authority (Otoritas Jasa Keuangan (OJK)), the Indonesia Stock Exchange (IDX) and the public.
General Good Corporate Governance Code
There is no general good corporate governance code for PTs. However, there are specific good corporate governance rules applicable for specific industries, such as the banking and insurance industries. There is no requirement to disclose a company's failure to comply with good corporate governance rules in the PT's annual report.
Specifically for a PT Tbk, OJK Regulation No. 33/POJK.04/2014 requires the BOD to prepare:
- Binding guidelines for directors and commissioners, which must at least include the legal basis, description of the job, duties and authorities, the working hours, meeting policy, reporting requirements and liability of directors and commissioners.
- A code of ethics for the BOD in carrying out their duties in good faith, responsibly and with prudence, and governing the conduct of the BOD in the event of a conflict of interest with the PT Tbk.
This publication is intended for informational purposes only and does not constitute legal advice. Any reliance on the material contained herein is at the user\'s own risk. You should contact a lawyer in your jurisdiction if you require legal advice. All SSEK publications are copyrighted and may not be reproduced without the express written consent of SSEK.