INDONESIA Trends and Developments Contributed by: Ira A Eddymurthy and A Charlie R Malessy, SSEK Law Firm
One of the key developments introduced by OJK Reg, 45/2024 is a refinement in corporate governance provisions, particularly regarding the disclosure of material information and facts and the responsibilities of controllers of public companies. Whereas the previous regime required public companies to disclose material information within two business days, the new regulation mandates that such disclosures be made as soon as pos - sible 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 obli - gation of public companies to identify and report their controllers to the OJK, along with any sub - sequent changes 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 des - ignated 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 company; and • appointing members of the board of directors and board of commissioners. Notably, OJK Reg, 45/2024 provides that con - trollers may be held personally liable for losses incurred by the company based on a resolu - tion 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 per - sonal gain; • committed unlawful acts involving the com - pany; or • misused the company’s assets, either directly or indirectly, resulting in the company’s inabil - ity to fulfil its obligations. Sustainability Disclosure Standards Roadmap of the Institute of Indonesia Chartered Accountants In addition to the developments outlined above, there has been continued progress in Indonesia’s environmental, social and governance (ESG) landscape. Notably, towards the end of 2024, the Institute of Indonesia Chartered Account - ants introduced the Sustainability Disclosure Standards Roadmap. This initiative represents a major advancement in strengthening corpo - rate governance through improved sustainability reporting practices. Developed through exten - sive stakeholder engagement and aligned with the standards issued by the International Sus - tainability Standards Board, the roadmap pro - vides detailed guidance aimed at facilitating the preparation of high-quality sustainability reports to support business operations. The roadmap indicates that the standards are to be adopted as a reference for sustainability reporting starting from 1 January 2027, although an earlier adop - tion date is encouraged. Among other key points, the roadmap promotes broader voluntary disclosures and the develop - ment of a robust sustainability reporting ecosys - tem. This includes the development of relevant standards for preparing and assuring sustain - ability reports, with a particular focus on tailoring these standards to the varying sizes and capaci - ties of businesses. While the roadmap aligns with the International Sustainability Standards Board guidelines, it also calls for the creation of simpler
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