INDONESIA Law and Practice Contributed by: Ira A Eddymurthy and A Charlie R Malessy, SSEK Law Firm
the previous regulatory framework, public com - panies were required to disclose any material information or facts within two business days. Under OJK Reg, 45/2024, public companies must now disclose and report material infor - mation as soon as possible, and no later than prior to the opening of the next business day’s first trading session. This accelerated disclo - sure timeline aims to enhance transparency and market integrity. OJK Reg, 45/2024 also asserts an obligation for public companies to identify and report their controllers to the OJK, includ - ing any subsequent changes thereto. The term “controller” is defined as any party that directly or indirectly owns more than 50% of the paid-up voting shares or otherwise possesses the ability to determine – either directly or indirectly and by any means – the management and/or policies of the company. The party designated as the con - troller is also assigned specific responsibilities, including: • organising and attending general meetings of shareholders (GMS); • ensuring the continuity of the public com - pany’s business; and • appointing the members of the BOD and BOC of the public company. Significantly, OJK Reg, 45/2024 further provides that, pursuant to a resolution of the independent shareholders in a GMS or a decision by the OJK or a competent court, a controller may be held liable for losses suffered by the company if it is proven that the controller: • in bad faith, utilised the company for their personal interests; • was involved in unlawful acts involving the company; or • directly or indirectly misused the company’s assets in a manner that caused the com -
pany’s assets to become insufficient to satisfy its obligations. Aside from the foregoing developments, simi - lar to 2024, the authors have observed several developments in the environmental, social and governance (ESG) sector. One such develop - ment occurred in late 2024, when the Institute of Indonesia Chartered Accountants launched the Sustainability Disclosure Standards Roadmap, which marks a significant step in the strength - ening of corporate governance in Indonesia through enhanced sustainability reporting. The roadmap was developed through stakeholder consultations and is aligned with the standards issued by the International Sustainability Stand - ards Board. It provides guidance to ensure the creation of high-quality sustainability reports to support business activities. According to the roadmap, the use of the standards set out within it as guidance for preparing sustainability reports will become effective starting 1 January 2027, with the possibility of earlier adoption. Among other objectives, the roadmap encour - ages broader voluntary disclosures and a robust sustainability reporting ecosystem. Still within the ESG sphere, the Indonesian gov - ernment has expanded the SIMBARA system, a digital platform to monitor non-tax state rev - enue and mineral and coal trade, with the aim of enhancing transparency, accountability and regulatory compliance. In mid-2024, SIMBARA’s functionality was broadened to enable the moni - toring of additional key commodities, including nickel and tin. The launch and socialisation of the new features for nickel and tin monitoring were conducted in July 2024. This enhancement of the SIMBARA is expected to strengthen corpo - rate governance practices by promoting greater oversight across the mineral and coal sector.
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