The requirements for General Meetings of Shareholders based on OJK Regulation No. 32/POJK.04/2014

Based on Law No. 40 of 2007 Article 1 number 4, The General Meeting of Shareholders, hereinafter referred to as GMS, means the organ of the Company that has authority not given to the Board of Directors or the Board of Commissioners, within limits as stipulated in this Law, and/or the articles of association.

In addition to UUPT 40/2007, OJK has issued POJK Number 32 / POJK.O4 / 2014 concerning Planning and Holding General Meetings of Shareholders of Public Limited Companies, which regulates in detail the technical implementation of the GMS for publicly listed companies or limited liability companies.

Before the GMS is held, there are several stages that must be carried out first, which is the stages of notification, announcement, and summons of the Meeting. For the notification stage, based on Article 8 POJK No. 32/2014 a

limited liability company must make a written notification to OJK no later than 5 working days before the announcement of the GMS. The next step is the GMS Announcement to the shareholders, which is made no later than 14 (fourteen) days before the GMS summons. Announcement of the GMS to shareholders for a Public Company whose shares are listed on the Stock Exchange at least through:

  1. 1 (one) Indonesian newspaper with national circulation;
  2. Website of IDX
  3. and Company’s Website in Indonesian and English language.

The next stage is the Summons of the GMS, the Public Company is required to call the shareholders no later than 21 (twenty one) days before the GMS. In summoning of the GMS, the medias used are the same as Announcements.

Shareholders’ rights in the GMS are to attend the GMS either individually or represented based on a power of attorney and use their voting rights in accordance with the number of shares owned. To provide legal certainty to shareholders from the public in POJK No. 32/2014 article 19 number (2), shareholders who are entitled to attend the GMS are those whose names are registered 1 (one) working day before the GMS summons.

After the GMS has been held, the Public Company is required to prepare a GMS minutes and a summary of the Minutes of Meeting (MoM). Minutes of the GMS must be submitted to OJK no later than 30 days after the GMS is held. Media for announcement of GMS Minutes for publicly listed companies whose shares are listed on the Stock Exchange must be announced to the public through:

  1. 1 (one) Indonesian newspaper with national circulation;
  2. Website of IDX; and
  3. Company’s Website in Indonesian and English language.

Announcement of summary minutes of the GMS must be announced to the public no later than 2 (two) working days after the GMS is held.

The comparison between the requirements of GMS based on OJK Regulation No. 32/2014 and the requirements of E-GMS with the issuance of POJK No. 15/2020 and POJK No. 16/2020

As the Covid-19 outbreak is showing no sign of slowing down, governors in certain provinces in Indonesia have begun to initiate social restriction policies. OJK took steps to address this obstacle by issuing two regulations after the pandemic of COVID-19 in the country. OJK issued POJK No. 15/POJK.04/2020 regarding the Planning and Holding General Meetings of Shareholders of Public Limited Companies (“OJK Reg. 15”) and POJK No. 16/POJK.04/2020 concerning implementation of Electronic-General Meeting of Shareholders of public companies (“OJK Reg. 16”).

Significant difference in the planning and holding of GMS after the issuance of POJK no. 15 and No. 16/2020 compared to POJK No. 32/2014 lies in the obligation to make notifications, announcements, summons, and announcement of summary minutes of the GMS. This must be done through at least:

  1. e-GMS provider website;
  2. Website of IDX
  3. and Company’s Website in Indonesian and English language.

On April 3 2020, The Depository and Settlement Institution (“KSEI”) launched a platform called eASY.KSEI that enables a GMS to be held virtually. eASY.KSEI has two main features, e-Proxy and e-Voting.

e-Proxy allows the shareholders of a public company to grant a power of attorney to attend a GMS virtually. The chosen proxy shall then attend the GMS physically and vote in the shareholder’s stead. Meanwhile, e-Voting allows the shareholders to appear virtually in the GMS and cast their vote via the platform. However, it must be noted that only Indonesian individual shareholders can use the e-Proxy platform.

The eASY.KSEI platform is also meant to make it easier for public companies to comply with the requirements for conducting a GMS. They can simply upload the GMS announcement, summons, agenda and other supporting GMS documents to the eASY.KSEI platform, appropriate to the timeline and other requirements regulated under OJK Reg. 15.

Although the GMS can now be held virtually, physical attendance is still required. Article 8 number (1)(b) of OJK Reg. 16 mandates that an E-GMS still requires a physical meeting attended by at least: 1) chairman of the GMS; 2) one director and/or one commissioner; 3) Capital market supporting professionals, such as a notary (for the notarization of the GMS minutes deed) or someone from the securities administration bureau (to assist with verification of shareholders and voting recapitulation).

If the physical GMS has been completed, the E-GMS Minutes of Meeting must be made in the form of a notarial deed by a notary registered with the OJK without requiring the signatures of the participants of the GMS. Providers of E-GMS are required to submit a copy of printed documents to notary containing at least: 1) electronic list of present shareholders; 2) list of shareholders who provide e-proxy; 3) recapitulation of attendance quorum and decision quorum; and 4) Transcript recording of all interactions in the E-GMS to be attached to the minutes of meeting.

Aldjufri Gill Priscilla Rizki
World Trade Centre 5, 6th Floor
Jl. Jendral Sudirman Kav. 29-31
Setia Budi, Jakarta Selatan 12920
Tel: +6221 5790 7170
Email: mail@agpr.co.id
Website: www.agpr.co.id

Disclaimer: the information on this publication is for general information only and does not constitute legal advice or an opinion to specific matters and subject. Reader of this publication are advised to seek the professional legal advice by contacting Aldjufri Gill Priscilla Rizki (AGPR) lawyers.

Leave a comment

Your email address will not be published. Required fields are marked *