Implementation of Corporate Governance for Stock Exchanges, Clearing and Guarantee Institutions, and Custody and Settlement Institutions

Financial Services Authority Regulation Number 31 of 2025 Implementation of Corporate Governance for Stock Exchanges, Clearing and Guarantee Institutions, and Custody and Settlement Institutions

Abstract: There is an increase in the complexity of the role of Stock Exchanges, Clearing and Guarantee Institutions, and Custody and Settlement Institutions as Self-Regulatory Organizations (SROs) in supporting the development of capital markets, derivative finance, and carbon exchanges specifically, and financial markets generally, as mandated in Law Number 4 of 2023 concerning the Development and Strengthening of the Financial Sector.

The enhancement and addition of SRO roles in supporting the development of capital markets, derivative finance, carbon exchanges, and financial markets have caused the expansion of SRO business activities, including: a. carbon trading through the Carbon Exchange; b. Central Counterparty for Money and Foreign Exchange Markets; c. Financial Derivatives with underlying assets being Securities; and d. Alternative Market System Operators as financial market infrastructure.

Financial Services Authority Regulation Number 32 of 2024 concerning the Development and Strengthening of Securities Transactions and Institutions (“POJK 32/2024”) has also regulated provisions that SROs may provide other services for financial market infrastructure provision activities and other services in the Capital Market sector based on provisions established or approvals granted by the OJK.

With the expansion of the aforementioned SRO roles, it is necessary to draft a Financial Services Authority Regulation (RPOJK) concerning the Implementation of Corporate Governance for Stock Exchanges, Clearing and Guarantee Institutions, and Custody and Settlement Institutions to improve governance for SROs and strengthen the OJK’s oversight role of SROs. Thus, with the improved governance, SROs that have a significant role in the Capital Market or even the financial market by conducting main business activities or expanding activities through other services must adhere to principles of management, implementation of governance, and measurable risk management.

The legal basis for this Financial Services Authority Regulation is Law No. 8 of 1995 as amended by Law No. 4 of 2023; Law No. 21 of 2011 as amended by Law No. 4 of 2023; and Law No. 4 of 2023.

In this Financial Services Authority Regulation, provisions are regulated regarding the implementation of SRO Corporate Governance, which is manifested at least in: a. the execution of duties, responsibilities, and authorities of the Board of Directors and Board of Commissioners; b. completeness and execution of committee duties; c. handling conflicts of interest; d. implementation of the internal audit function; e. implementation of the external audit function; f. implementation of risk management including internal control systems; g. implementation of alternative procedures; h. information technology management; i. implementation of supervision over subsidiaries; j. provision of remuneration; k. investment policies; l. strategic plans; m. implementation of anti-fraud strategies, including anti-bribery; n. implementation of sustainable finance, including the implementation of social and environmental responsibilities; o. implementation of governance with Stakeholders; p. document storage; and q. handling complaints.

Note: This Financial Services Authority Regulation takes effect on the date of promulgation. This Financial Services Authority Regulation was promulgated on December 3, 2025, and established on December 1, 2025. Compliance with the provisions of Article 49 and Article 51 letter c shall be executed no later than 6 (six) months calculated from the date this Financial Services Authority Regulation is promulgated.

Upon the implementation of this Financial Services Authority Regulation: a. Article 5, Article 31, and Article 48 of Financial Services Authority Regulation Number 58/POJK.04/2016 Year 2016 concerning the Board of Directors and Board of Commissioners of Stock Exchanges; b. Article 5, Article 31, and Article 48 of Financial Services Authority Regulation Number 59/POJK.04/2016 Year 2016 concerning the Board of Directors and Board of Commissioners of Clearing and Guarantee Institutions; and c. Article 5, Article 31, and Article 48 of Financial Services Authority Regulation Number 60/POJK.04/2016 Year 2016 concerning the Board of Directors and Board of Commissioners of Custody and Settlement Institutions, are repealed and declared invalid.