INDONESIA Law and Practice Contributed by: Ira A. Eddymurthy, A. Charlie R. Malessy, A. Ramadinan Saptara and Medita F. Siregar, SSEK Law Firm
2.2 Types of Decisions The BOD is generally authorised to make any decision relating to the management of the company, though some decisions are subject to the approval of the BOC and/or the general meeting of shareholders (GMS). The payment of interim dividends to shareholders, for example, is decided by the BOD but requires the approval of the BOC. The BOD is also required to seek GMS approval to transfer or encumber the company’s assets exceeding 50% of the company’s net assets in one or more transactions, or to undertake a merger with another company. The articles of association may also list other actions by the BOD not specified in the Company Law that would require prior approval of the BOC and/or the GMS. The BOC is authorised to make decisions relating to the supervision of the BOD’s management of the company, including providing advice to the BOD and The Company Law does not expressly regulate the process by which the BOD and the BOC make deci - sions, though as a matter of practice, Indonesian companies commonly include in their articles of asso - ciation provisions governing the conduct of BOD and BOC meetings, such as quorum and voting require - ments. Any member of the BOD may act without prior approv - al of the entire BOD, unless the company’s articles of association regulate otherwise. The BOC, on the other hand, must act collectively based on a BOC resolu - tion, meaning that each member of the BOC cannot act individually without authorisation pursuant to a BOC resolution. suspending members of the BOD. 2.3 Decision-Making Processes
disclosures be made as soon as possible and no later than prior to the opening of the next business day’s first trading session. This expedited timeline is intended to promote greater transparency and uphold market integrity. In addition, OJK Reg, 45/2024 reasserts the obligation of public companies to identify and report their con - trollers to the OJK, along with any subsequent chang - es thereto. The term “controller” is defined broadly to include any party that directly or indirectly owns more than 50% of the paid-up voting shares, or otherwise has the capacity, whether directly or indirectly and by any means, to determine the management and/ or policies of the company. Under this regulation, the designated controllers are entrusted with broader responsibilities, including but not limited to: • convening and attending general meetings of shareholders (GMS); • ensuring the business continuity of the public com - pany; and • appointing members of the board of directors (BOD) and board of commissioners (BOC). Notably, OJK Reg, 45/2024 provides that controllers may be held personally liable for losses incurred by the company based on a resolution of independent shareholders at a GMS or a decision of the OJK or a competent court if it is proven that the controller: • in bad faith, exploited the company for personal gain; • committed unlawful acts involving the company; or • misused the company’s assets, either directly or indirectly, resulting in the company’s inability to fulfil its obligations.
2. Corporate Management 2.1 Principal Bodies or Functions
3. Directors and Officers 3.1 Board Structure
The BOD is responsible for the day-to-day manage - ment of the company, under the supervision of the BOC.
The Company Law does not prescribe a mandatory organisational structure for the BOD or the BOC. How - ever, in practice, the articles of association of Indo - nesian companies commonly regulate that where the BOD and BOC each comprise more than one member,
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