Amendment to Financial Services Authority Regulation Number 32/POJK.04/2014 on the Planning and Implementation of the General Meeting of Shareholders of Public Companies

COPY
FINANCIAL SERVICES AUTHORITY REGULATION
NUMBER 10 /POJK.04/2017
ON
AMENDMENT TO FINANCIAL SERVICES AUTHORITY REGULATION NUMBER 32/POJK.04/2014 ON THE PLANNING AND IMPLEMENTATION OF THE GENERAL MEETING OF SHAREHOLDERS OF PUBLIC COMPANIES BY THE GRACE OF THE ALMIGHTY GOD THE BOARD OF COMMISSIONERS OF THE FINANCIAL SERVICES AUTHORITY, Considering :
a. that in order to enhance protection for minority shareholders, particularly regarding the mechanism for changing share rights and the appointment and dismissal of public accountants, it is necessary to refine the Financial Services Authority Regulation Number 32/POJK.04/2014 on the Planning and Implementation of the General Meeting of Shareholders of Public Companies; b. that based on the considerations referred to in letter a, it is necessary to establish a Financial Services Authority Regulation on the Amendment to Financial Services Authority Regulation Number 32/POJK.04/2014 on the Planning and Implementation of the General Meeting of Shareholders of Public Companies; FINANCIAL SERVICES AUTHORITY REPUBLIC OF INDONESIA

Considering : 1. Law Number 8 of 1995 on Capital Markets (State Gazette of the Republic of Indonesia Year 1995 Number 64, Supplement to the State Gazette of the Republic of Indonesia Number 3608);
2. Law Number 21 of 2011 on the Financial Services Authority (State Gazette of the Republic of Indonesia Year 2011 Number 111, Supplement to the State Gazette of the Republic of Indonesia Number 5253);
3. Financial Services Authority Regulation Number 32/POJK.04/2014 on the Planning and Implementation of the General Meeting of Shareholders of Public Companies (State Gazette of the Republic of Indonesia Year 2014 Number 374, Supplement to the State Gazette of the Republic of Indonesia Number 5644);
DECIDING:
Determining : FINANCIAL SERVICES AUTHORITY REGULATION ON AMENDMENT TO FINANCIAL SERVICES AUTHORITY REGULATION NUMBER 32/POJK.04/2014 ON THE PLANNING AND IMPLEMENTATION OF THE GENERAL MEETING OF SHAREHOLDERS OF PUBLIC COMPANIES.
Article I
Several provisions in the Financial Services Authority Regulation Number 32/POJK.04/2014 on the Planning and Implementation of the General Meeting of Shareholders of Public Companies (State Gazette of the Republic of Indonesia Year 2014 Number 374, Supplement to the State Gazette of the Republic of Indonesia Number 5644) are amended as follows:

1. Between Article 29 and Article 30, 2 (two) articles are inserted,
   namely Article 29A and Article 29B, so that they read as follows:
   Article 29A
   In the event that a Public Company has more than 1 (one) classification of shares, the GMS for the agenda item of changing share rights, shall be conducted with the following provisions:
   a. the proposal for the agenda item of changing share rights must follow the provisions as referred to in Article 12; b. the GMS shall only be attended by shareholders of the share classification affected by the change in share rights on specific share classifications, with the following provisions:
2. the GMS may be held if in the GMS at least 3/4 (three quarters) of the total number of shares of the share classification affected by the change in such rights are present or represented, unless the Law and/or the Articles of Association of the Public Company determine a larger quorum;
3. in the event that the quorum referred to in item 1 is not met, a second GMS may be held with the provision that the second GMS is valid and entitled to make decisions if in the GMS at least 2/3 (two thirds) of the total number of shares of the share classification affected by the change in such rights are present or represented, unless the Articles of Association of the Public Company determine a larger quorum;
4. decisions of the GMS as referred to in items 1 and 2 are valid if approved by more than 3/4 (three quarters) of the shares with voting rights present in the GMS, unless the Law and/or the Articles of Association of the Public Company determine that decisions are valid if approved by a larger number of affirmative votes; and
5. in the event that the attendance quorum of the second GMS as referred to in item 2 is not met, a third GMS may be held with the provision that the third GMS is valid and entitled to make decisions if attended by shareholders of the share classification affected by the change in such rights in the attendance quorum and decision quorum determined by the Financial Services Authority upon application by the Public Company.
   Article 29B
   In the event that the share classification affected by the change in share rights on specific share classifications does not have voting rights, shareholders of such share classification are granted the right to attend and make decisions in the GMS related to the change in share rights on such share classification in accordance with this Financial Services Authority Regulation.
6. Between Article 36 and Article 37, 1 (one) article is inserted,
   namely Article 36A, so that it reads as follows:
   Article 36A
   (1) The appointment and dismissal of a public accountant who will provide audit services on annual historical financial information must be decided in the GMS of the Public Company considering the proposal of the Supervisory Board. (2) In the event that the GMS cannot decide on the appointment of a public accountant, the GMS may delegate such authority to the Supervisory Board, accompanied by an explanation regarding:
   a. the reason for the delegation of authority; and b. criteria or limitations of the public accountant that may be appointed.
   Article II
   This Financial Services Authority Regulation shall take effect on the date of enactment.
   In order that everyone knows it, ordering the enactment of this Financial Services Authority Regulation by placing it in the State Gazette of the Republic of Indonesia.
   Established in Jakarta on 14 March 2017
   CHAIRMAN OF THE BOARD OF COMMISSIONERS
   FINANCIAL SERVICES AUTHORITY, signature
   MULIAMAN D. HADAD
   Enacted in Jakarta on 14 March 2017
   MINISTER OF LAW AND HUMAN RIGHTS
   REPUBLIC OF INDONESIA, signature
   YASONNA H. LAOLY
   STATE GAZETTE OF THE REPUBLIC OF INDONESIA YEAR 2017 NUMBER 47

EXPLANATION
OF
FINANCIAL SERVICES AUTHORITY REGULATION
NUMBER 10 /POJK.04/2017
ON
AMENDMENT TO FINANCIAL SERVICES AUTHORITY REGULATION NUMBER 32/POJK.04/2014 ON THE PLANNING AND IMPLEMENTATION OF THE GENERAL MEETING OF SHAREHOLDERS OF PUBLIC COMPANIES
I. GENERAL
In order to improve the investment climate and protection for minority investors, it is necessary to refine the regulations regarding the mechanism for changing share rights and the appointment of public accountants who will provide audit services to Public Companies. In this regard, it is necessary to refine the provisions on the implementation of GMS, particularly the implementation of GMS in the context of changing share rights and the appointment of public accountants.
II. ARTICLE BY ARTICLE
Article I
Article 29A
What is meant by "shareholders of the share classification affected by the change in share rights on specific share classifications" is:

1. In the event that the change in rights involves a reduction of rights, the affected shareholders are shareholders of the share classification that will have their rights reduced.
2. In the event that the change in rights involves an addition of rights, the affected shareholders are shareholders of the share classification that will not have their rights added.
   Article 29B
   Sufficiently clear.
   Article 36A
   Paragraph (1)
   What is meant by "public accountant" is a person who has obtained a license to provide services as regulated in the provisions of legislation regarding public accountants and is registered with the Financial Services Authority. Paragraph (2) The delegation of authority is carried out when the GMS does not decide on the appointment of a public accountant proposed by the Supervisory Board.
   Article II
   Sufficiently clear.
   SUPPLEMENT TO THE STATE GAZETTE OF THE REPUBLIC OF INDONESIA NUMBER 6031