INDONESIA Trends and Developments Contributed by: Ira A Eddymurthy and A Charlie R Malessy, SSEK Law Firm
or loss of the state. In accordance with this treat - ment, members of the boards of directors and boards of commissioners, and employees of SOEs, are explicitly excluded from being classi - fied as “state administrators” . Notably, the role of the BPK has also been significantly recalibrat - ed. BPK RI no longer holds automatic authority to audit the financial statements of each SOE. Instead, such audits will now generally be con - ducted by public accountants registered with both the BPK and the Financial Services Author - ity (OJK) and appointed by the general meet - ing of shareholders of each SOE. BPK RI may only intervene in exceptional circumstances, and solely at the request of the House of Repre - sentatives (DPR). The SOE Law further stipulates that any provisions under other laws and regu - lations that conflict with this new regime shall be deemed inapplicable to the extent they are inconsistent. This legislative approach is rooted in the principle that SOEs are autonomous pri - vate legal entities, irrespective of whether their capital is sourced from the state budget (APBN) or from other lawful non-APBN sources. A critical question that arises in this context is whether the newly introduced provisions will have retroactive application. The SOE Law does not expressly address this issue, leaving open the possibility that law enforcement authorities may continue to treat losses suffered by SOEs prior to the law’s enactment as state losses, potentially triggering legal consequences under the previous framework. This ambiguity under - scores the ongoing need for careful observation and legal interpretation as the amended law is implemented. Achieving alignment between legislative intent and the enforcement practices of public authorities, including law enforcement and anti-corruption bodies, will be essential to ensuring legal certainty, particularly with respect
to SOE accountability and, by extension, the legal treatment of Danantara. Inclusion of Persons with Disabilities and Women’s Participation in SOEs The amended SOE Law introduces an explicit framework for promoting inclusivity and equal opportunity within SOEs, particularly in relation to persons with disabilities and women. It affirms that individuals with disabilities may be appoint - ed as employees of SOEs in accordance with the prevailing laws and regulations. Furthermore, the SOE Law expressly acknowl - edges that female employees are eligible to serve in key leadership roles, including as members of the board of directors, board of commission - ers and other senior managerial positions within SOEs. While it is true that many inspiring women have previously held such positions even before the enactment of the amended SOE Law, the statutory affirmation reinforces the government’s commitment to gender equality and merit-based advancement. It also underscores that appoint - ments within SOEs shall not be determined by gender, but rather by competence and qualifica - tion. As such, both men and women are enti - tled to equal access to career opportunities and leadership pathways within the SOE ecosystem. Controller’s Responsibilities and Disclosure of Material Information/Facts in Public Companies At the end of 2024, the OJK enacted OJK Regu - lation No 45 of 2024 concerning the Develop - ment and Strengthening of Issuers and Public Companies ( “OJK Reg, 45/2024” ). This regula - tion repeals, either wholly or partially, a number of previous regulations, including those govern - ing the registration and delisting of public com - panies, rights issues and the disclosure of mate - rial information or facts.
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