INDONESIA Law and Practice Contributed by: Ira A Eddymurthy and A Charlie R Malessy, SSEK Law Firm
power of attorney be executed before a notary and apostilled or legalised, as applicable, in the jurisdiction of execution. It is important to note that a shareholder is only allowed to appoint one representative to repre - sent them in voting for all the shares with valid voting rights owned. In other words, the appoint - ed representative shall represent the shareholder in full. If a shareholder is represented by a mem - ber of the BOD or BOC, or by an employee of the company, the Company Law prohibits such representative to cast a vote in the GMS. Further, the Company Law stipulates that all powers of attorney must be presented to the chairperson of the GMS and that the chairperson has the right to determine the parties eligible to attend the GMS. Chairperson of the GMS The position of chairperson of the GMS is gen - erally regulated in the company’s articles of association. The articles of association typi - cally provide that the president director is to act as chairperson of the GMS. In their absence, another director selected by the president direc - tor may serve as chairperson or, if none of the directors are present, a member of the BOC may be selected. If none of the directors or commis - sioners are present at a GMS, the shareholders may vote to select a chairperson therefor. However, since the choice of chairperson of a GMS is not regulated in the Company Law, shareholders are free to make different arrange - ments for the position of chairperson in the com - pany’s articles of association. Venue of GMS The Company Law stipulates that the GMS must be convened in Indonesia at the domicile or place where the business activities of the com -
pany take place, as stipulated in the company’s articles of association. Alternatively, the GMS may be held anywhere in Indonesia so long as all the shareholders agree and can attend. The Company Law also allows for the GMS to be held by teleconference, videoconference or any other electronic media that enable all GMS participants to see, hear and directly participate in the meeting with each other. Quorum of GMS The Company Law sets out the quorum and margins of approval applicable in a GMS for vari - ous types of resolution to be adopted. Therefore, the quorum for each GMS will depend on the resolutions to be approved at that GMS. Not - withstanding the following elaboration on quo - rum requirements, the articles of association of a company may determine a higher (not lower) quorum and/or approval margins for the various types of meetings. Initial GMS For an initial GMS to discuss any matter, the Company Law provides for the following mini - mum quorums and margins of approval. • Simple majority quorum – a GMS may be held to approve one of the following resolutions if it is attended or represented by sharehold - ers who own more than one-half of the total shares with valid voting rights, and the resolu - tion shall be valid if approved by more than one-half of the total votes cast by the share - holders in the meeting: (a) annual business plan (including annual budget) (if required in the articles of asso - ciation); (b) appointment, replacement and termina - tion of BOD and BOC members; (c) allocation of the authorities and duties of
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