Financial Conglomerates and Parent Companies of Financial Conglomerates

COPY
FINANCIAL SERVICES AUTHORITY REGULATION
REPUBLIC OF INDONESIA
NUMBER 30 OF 2024
CONCERNING
FINANCIAL CONGLOMERATES AND
PARENT COMPANIES OF FINANCIAL CONGLOMERATES
BY THE GRACE OF GOD THE ALMIGHTY
THE COMMISSIONERS OF THE FINANCIAL SERVICES AUTHORITY,

Considering:
a. that with the increasingly complex and diverse development of the financial services industry, it is necessary to enhance the efficiency and effectiveness of regulation and supervision of financial services institutions that have ownership and/or control relationships in various financial services sectors; b. that the regulation and supervision of financial services institutions that have ownership and/or control relationships in various financial services sectors, as regulated in Financial Services Authority Regulation Number 45/POJK.03/2020 concerning Financial Conglomerates, needs to be adjusted to the development of legislation, thus requiring replacement;
c. that based on the considerations as referred to in letters a and b, and to implement the provisions of Article 205 paragraph (4), Article 206 paragraph (7), Article 207 paragraph (2), Article 208 paragraph (2), and Article 209 paragraph (2) of Law Number 4 of 2023 concerning the Development and Strengthening of the Financial Sector, it is necessary to establish a Financial Services Authority Regulation concerning Financial Conglomerates and Parent Companies of Financial Conglomerates;

Recalling:

1. Law Number 7 of 1992 concerning Banking (State Gazette of the Republic of Indonesia Year 1992 Number 31, Supplement to the State Gazette of the Republic of Indonesia Number 3472) as amended several times, lastly with Law Number 4 of 2023 concerning the Development and Strengthening of the Financial Sector (State Gazette of the Republic of Indonesia Year 2023 Number 4, Supplement to the State Gazette of the Republic of Indonesia Number 6845);
2. Law Number 8 of 1995 concerning the Capital Market (State Gazette of the Republic of Indonesia Year 1995 Number 64, Supplement to the State Gazette of the Republic of Indonesia Number 3608) as amended with Law Number 4 of 2023 concerning the Development and Strengthening of the Financial Sector (State Gazette of the Republic of Indonesia Year 2023 Number 4, Supplement to the State Gazette of the Republic of Indonesia Number 6845);
3. Law Number 21 of 2008 concerning Islamic Banking (State Gazette of the Republic of Indonesia Year 2008 Number 94, Supplement to the State Gazette of the Republic of Indonesia Number 4867) as amended with Law Number 4 of 2023 concerning the Development and Strengthening of the Financial Sector (State Gazette of the Republic of Indonesia Year 2023 Number 4, Supplement to the State Gazette of the Republic of Indonesia Number 6845);
4. Law Number 21 of 2011 concerning 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) as amended with Law Number 4 of 2023 concerning the Development and Strengthening of the Financial Sector (State Gazette of the Republic of Indonesia Year 2023 Number 4, Supplement to the State Gazette of the Republic of Indonesia Number 6845);
5. Law Number 40 of 2014 concerning Insurance (State Gazette of the Republic of Indonesia Year 2014 Number 337, Supplement to the State Gazette of the Republic of Indonesia Number 5618) as amended with Law Number 4 of 2023 concerning the Development and Strengthening of the Financial Sector (State Gazette of the Republic of Indonesia Year 2023 Number 4, Supplement to the State Gazette of the Republic of Indonesia Number 6845);
6. Law Number 1 of 2016 concerning Guarantees (State Gazette of the Republic of Indonesia Year 2016 Number 9, Supplement to the State Gazette of the Republic of Indonesia Number 5835) as amended with Law Number 4 of 2023 concerning the Development and Strengthening of the Financial Sector (State Gazette of the Republic of Indonesia Year 2023 Number 4, Supplement to the State Gazette of the Republic of Indonesia Number 6845);
7. Law Number 4 of 2023 concerning the Development and Strengthening of the Financial Sector (State Gazette of the Republic of Indonesia Year 2023 Number 4, Supplement to the State Gazette of the Republic of Indonesia Number 6845);

DECIDING:
Establishing: FINANCIAL SERVICES AUTHORITY REGULATION CONCERNING FINANCIAL CONGLOMERATES AND PARENT COMPANIES OF FINANCIAL CONGLOMERATES.

CHAPTER I
GENERAL PROVISIONS
Article 1
In this Financial Services Authority Regulation, the following terms are defined:

1. Financial Services Institution, hereinafter abbreviated as LJK, is an institution that carries out activities in the banking, capital market, insurance, pension fund, venture capital, microfinance institution, financing institution, and other financial services sectors.
2. Controlling Shareholder, hereinafter abbreviated as PSP, is a legal entity, individual, and/or business group that directly or indirectly owns shares or shares equivalent to shares in a party carrying out activities in the financial services sector and/or has the ability to exercise control over the said party.
3. Ultimate Shareholder, hereinafter abbreviated as PSPT, is an individual or the state that directly or indirectly owns company shares and is the ultimate controller or ultimate beneficial owner of a company or business group.
4. Financial Conglomerate is an LJK that is in 1 (one) group or cluster due to ownership and/or control linkages.
5. Parent Company of a Financial Conglomerate (Financial Holding Company), hereinafter abbreviated as PIKK, is a legal entity owned by PSP and/or PSPT to control, consolidate, and be responsible for all activities of the Financial Conglomerate.
6. Operational PIKK is a legal entity owned by PSP and/or PSPT that, in addition to carrying out activities as a PIKK, also carries out activities as an LJK.
7. Non-operational PIKK is a legal entity owned by PSP and/or PSPT that only carries out activities as a PIKK.
8. Control is an action aimed at influencing the management and/or policies of an LJK, in any way, whether directly or indirectly.

CHAPTER II
FINANCIAL CONGLOMERATES
First Section
General
Article 2
(1) PSP and/or PSPT of a Financial Conglomerate must establish a PIKK if the Financial Conglomerate meets the criteria:
a. total assets of the Financial Conglomerate's LJKs are at least Rp100,000,000,000,000.00 (one hundred trillion rupiah), and consist of at least 2 (two) LJKs in 2 (two) different sectors within the Financial Conglomerate; or b. total assets of the Financial Conglomerate's LJKs are at least Rp20,000,000,000,000.00 (twenty trillion rupiah) up to less than Rp100,000,000,000,000.00 (one hundred trillion rupiah), and consist of at least 3 (three) LJKs in 3 (three) different sectors within the Financial Conglomerate. (2) For the establishment of a PIKK, the calculation of the total asset value of the Financial Conglomerate as referred to in paragraph (1) letters a and b is calculated:
a. based on the total asset value for 6 (six) consecutive months; and b. from the total assets of the members of the Financial Conglomerate consisting only of LJKs.
(3) The calculation of total assets and the number of LJKs as referred to in paragraph (1) letters a and b, which is first used to assess the fulfillment of the Financial Conglomerate criteria upon the implementation of this Financial Services Authority Regulation, is based on the financial position report at the end of June 2024. (4) The calculation of the total asset value as referred to in paragraph (2) letter a is calculated from the sum of the total assets of each LJK that meets the criteria as a member of the Financial Conglomerate, excluding pension funds. (5) The structure of the Financial Conglomerate as referred to in paragraph (1) consists of:
a. PIKK; and b. members of the Financial Conglomerate.
(6) The Financial Services Authority conducts regulation and supervision of the PIKK as part of the regulation and supervision of LJKs in the Financial Conglomerate.

Article 3
With certain considerations, the Financial Services Authority may designate an LJK that is under 1 (one) ownership and/or control as a Financial Conglomerate that is required to establish a PIKK, even if it does not meet the criteria as referred to in Article 2 paragraph (1).

Article 4
The establishment of a PIKK as referred to in Article 2 paragraph (1) must obtain approval from the Financial Services Authority.

Article 5
In the event that the Financial Conglomerate as referred to in Article 2 paragraph (1) experiences a decrease in total asset value to less than:
a. Rp100,000,000,000,000.00 (one hundred trillion rupiah) as referred to in Article 2 paragraph (1) letter a; or b. Rp20,000,000,000,000.00 (twenty trillion rupiah) as referred to in Article 2 paragraph (1) letter b, so that it no longer meets the total asset criteria of the Financial Conglomerate but still meets the LJK number requirements as referred to in Article 2 paragraph (1) letter a or letter b, the provisions in this Financial Services Authority Regulation shall still apply.

Article 6
With certain considerations, the Financial Services Authority may designate a Financial Conglomerate that meets the criteria as referred to in Article 2 paragraph (1) as exempt from the obligation to establish a PIKK.

Article 7
Provisions concerning LJKs that are in 1 (one) group or cluster due to ownership and/or control linkages that do not meet the Financial Conglomerate criteria as referred to in Article 2 paragraph (1) are determined by the Financial Services Authority.

Second Section
PIKK
Paragraph 1
General
Article 8
The PIKK as referred to in Article 2 may be:
a. Operational PIKK; or b. Non-operational PIKK.

Paragraph 2
Operational PIKK
Article 9
(1) The establishment of an Operational PIKK as referred to in Article 8 letter a is carried out through the designation of 1 (one) company owned by PSP and/or PSPT that is an LJK to act as an Operational PIKK in the Financial Conglomerate. (2) The LJK designated by PSP and/or PSPT as an Operational PIKK as referred to in paragraph (1) is an LJK that has adequate capability and management among other LJKs in the Financial Conglomerate. (3) The LJK acting as an Operational PIKK is included in the calculation of total assets and the number of LJKs in the Financial Conglomerate as referred to in Article 2 paragraph (1).

Paragraph 3
Non-operational PIKK
Article 10
(1) The establishment of a Non-operational PIKK as referred to in Article 8 letter b is carried out through the designation of 1 (one) company owned by PSP and/or PSPT that is not an LJK to act as a Non-operational PIKK in the Financial Conglomerate. (2) The company owned by PSP and/or PSPT that is not an LJK and acts as a Non-operational PIKK as referred to in paragraph (1):
a. is included in the calculation of the total assets of the Financial Conglomerate; and b. is excluded from the calculation of the number of LJKs, as referred to in Article 2 paragraph (1). (3) A Non-operational PIKK that has obtained approval from the Financial Services Authority is a financial services institution.

Third Section
Members of the Financial Conglomerate
Article 11
(1) Members of the Financial Conglomerate as referred to in Article 2 paragraph (5) letter b are LJKs that conduct conventional and/or Sharia business activities, consisting of:
a. banks; b. insurance companies;
c. securities companies;
d. financing companies; e. infrastructure financing companies; f. guarantor institutions; g. pension funds; h. venture capital companies;
i. pawnshops;
j. providers of joint financing services based on information technology; k. providers of securities offerings through crowdfunding services based on information technology; and/or
l. other LJKs.
(2) Microfinance institutions are not included as LJK members of the Financial Conglomerate as referred to in paragraph (1).
(3) In addition to LJKs as referred to in paragraph (1), the Financial Services Authority may designate non-LJK entities as part of the Financial Conglomerate.

Fourth Section
Exemptions in Financial Conglomerates
Article 12
Relationships between LJKs owned and directly controlled by the central government or local governments are exempt from Financial Conglomerates and the establishment of a PIKK.

Article 13
LJKs in the form of people's economy banks and/or Sharia people's economy banks that are in 1 (one) group or cluster consisting entirely of people's economy banks and/or Sharia people's economy banks owned by the same PSP and/or PSPT are exempt from Financial Conglomerates and the establishment of a PIKK.

Article 14
Branch offices of banks located outside the country are exempt from the structure of the Financial Conglomerate as referred to in Article 2 paragraph (5).

Fifth Section
Administrative Sanctions
Article 15
(1) PSP, PSPT, and/or members of the Financial Conglomerate that violate the provisions as referred to in Article 2 paragraph (1) and/or Article 4 are subject to administrative sanctions in the form of a written reprimand. (2) In the event that PSP, PSPT, and/or members of the Financial Conglomerate have been subject to administrative sanctions as referred to in paragraph (1), and continue to violate the provisions as referred to in Article 2 paragraph (1) and/or Article 4, PSP and/or members of the Financial Conglomerate are subject to administrative sanctions in the form of a prohibition on carrying out certain business activities. (3) In the event that PSP, PSPT, and/or members of the Financial Conglomerate have been subject to administrative sanctions as referred to in paragraph (1) and/or paragraph (2), PSP, PSPT, and/or principal parties may be subject to administrative sanctions in the form of a prohibition from acting as principal parties in accordance with the Financial Services Authority Regulation concerning the fit and proper test for principal parties of financial services institutions.

CHAPTER III
ESTABLISHMENT OF PIKK
First Section
Establishment of Operational PIKK
Article 16
(1) To obtain approval from the Financial Services Authority as referred to in Article 4, the LJK designated by PSP or PSPT to act as an Operational PIKK must submit to the Financial Services Authority:
a. the name of the PSP and/or PSPT; b. the ownership structure of the LJK acting as an Operational PIKK;
c. the plan for the transfer of shares and the draft deed of transfer of shares from PSP and/or PSPT to the Operational PIKK, in the event there is a share transfer to fulfill the requirements as an Operational PIKK;
d. the articles of association of the LJK acting as an Operational PIKK; e. the draft amendment to the articles of association of the LJK acting as an Operational PIKK, which must at least contain:

1. the authority, responsibility, and term of office of the director who oversees the function or unit managing the Financial Conglomerate;
2. a clause stating that directors overseeing the function or unit managing the Financial Conglomerate must obtain approval from the Financial Services Authority before carrying out actions, tasks, and functions; and
3. prohibitions against the PIKK, at least as regulated in this Financial Services Authority Regulation;
   f. the structure of the Financial Conglomerate as referred to in Article 2 paragraph (5); g. the board of directors and board of commissioners members of the LJK acting as an Operational PIKK; h. board of directors members or prospective board of directors members who will oversee the function or unit managing the Financial Conglomerate;
   i. fulfillment of administrative requirement documents in accordance with Financial Services Authority regulations concerning the fit and proper test for principal parties of financial services institutions, for prospective board of directors members who will oversee the function or unit managing the Financial Conglomerate as referred to in letter h;
   j. the corporate plan of the Financial Conglomerate; k. business units in the Operational PIKK; and
   l. reporting lines between members of the Financial Conglomerate and the Operational PIKK,
   no later than 6 (six) months after meeting the conditions as a Financial Conglomerate required to establish a PIKK.
   (2) Fulfillment of the conditions as a Financial Conglomerate as referred to in paragraph (1) includes cases where the Financial Services Authority designates and establishes an LJK as an Operational PIKK and/or as a member of the Financial Conglomerate.

Article 17
(1) To provide approval or rejection for the establishment of a PIKK as referred to in Article 4, the Financial Services Authority conducts:
a. research on the completeness and conformity of documents; and b. fit and proper assessment for prospective board of directors members as referred to in Article 16 paragraph (1) letter i. (2) The Financial Services Authority provides approval or rejection as referred to in paragraph (1) no later than 60 (sixty) working days after the documents as referred to in Article 16 paragraph (1) are received in complete form. (3) In the event that the Financial Services Authority provides approval as referred to in paragraph (2), the LJK acting as an Operational PIKK must:
a. follow up on the implementation of the general meeting of shareholders containing the agenda for approval of the amendment to the articles of association as referred to in Article 16 paragraph (1) letter e at the next general meeting of shareholders, in the event that the amendment to the articles of association requires approval from the general meeting of shareholders in accordance with legislation; and b. submit the deed of amendment to the articles of association as referred to in Article 16 paragraph (1) letter e, no later than 10 (ten) working days since the deed of amendment to the articles of association becomes effective in accordance with legislation.

Second Section
Establishment of Non-operational PIKK
Paragraph 1
General
Article 18
The legal entity of a Non-operational PIKK takes the form of a limited liability company established in Indonesia in accordance with Indonesian legislation.

Article 19
The establishment of a Non-operational PIKK follows requirements and mechanisms consisting of:
a. paid-up capital; b. ownership; and
c. licensing.

Paragraph 2
Paid-up Capital of Non-operational PIKK
Article 20
The amount of paid-up capital of a Non-operational PIKK is at least equal to the nominal value of shares invested by the Non-operational PIKK in members of the Financial Conglomerate.

Paragraph 3
Ownership of Non-operational PIKK
Article 21
(1) A Non-operational PIKK is established and/or owned by:
a. Indonesian citizens and/or Indonesian legal entities; or b. Indonesian citizens and/or Indonesian legal entities in partnership with foreign citizens and/or foreign legal entities.
(2) Ownership by foreign citizens and/or foreign legal entities as referred to in paragraph (1) letter b is at most 99% (ninety-nine percent) of the paid-up capital of the Non-operational PIKK.

Paragraph 4
Licensing of Non-operational PIKK
Article 22
(1) To obtain approval from the Financial Services Authority as referred to in Article 4, PSP and/or PSPT must submit to the Financial Services Authority a plan for the establishment of a Non-operational PIKK accompanied by:
a. the name of the PSP and/or PSPT; b. the name of the company owned by PSP and/or PSPT that acts as a Non-operational PIKK;
c. the ownership structure of the Non-operational PIKK;
d. the draft deed of transfer of shares from PSP and/or PSPT to the Non-operational PIKK, in the event there is a share transfer to fulfill the requirements as a Non-operational PIKK; e. the articles of association of the company to be designated as a Non-operational PIKK, in the event there is already a company owned by PSP and/or PSPT to be used as a Non-operational PIKK; f. the draft articles of association of the company to be designated as a Non-operational PIKK, in the event there is no company owned by PSP and/or PSPT to be used as a Non-operational PIKK; g. the structure of the Financial Conglomerate as referred to in Article 2 paragraph (5); h. prospective board of directors and prospective board of commissioners members of the Non-operational PIKK;
i. prospective members of the Sharia supervisory board, in the event that all members of the Financial Conglomerate conduct business activities based on Sharia principles;
j. fulfillment of administrative requirement documents in accordance with Financial Services Authority regulations concerning the fit and proper test for principal parties of financial services institutions for prospective board of directors and prospective board of commissioners members of the Non-operational PIKK as referred to in letter h; k. the corporate plan of the Financial Conglomerate;
l. business units in the Non-operational PIKK;
m. reporting lines between members of the Financial Conglomerate and the Non-operational PIKK; and n. licensing documents or approvals from other agencies, in the event the Non-operational PIKK requires licensing or approval from other agencies, no later than 6 (six) months after meeting the conditions as a Financial Conglomerate. (2) The articles of association of the Non-operational PIKK as referred to in paragraph (1) letter e or the draft articles of association of the Non-operational PIKK as referred to in paragraph (1) letter f must at least contain:
a. name and domicile; b. business activities, at least as regulated in this Financial Services Authority Regulation;
c. capital;
d. ownership; e. authority, responsibility, and term of office of the board of directors and board of commissioners; f. a clause stating that board of directors and board of commissioners members must obtain approval from the Financial Services Authority before carrying out actions, tasks, and functions; and g. prohibitions against the PIKK, at least as regulated in this Financial Services Authority Regulation. (3) Fulfillment of the conditions as a Financial Conglomerate as referred to in paragraph (1) includes cases where the Financial Services Authority designates and establishes a non-LJK company as a Non-operational PIKK and/or as a member of the Financial Conglomerate.

Article 23
(1) The Financial Services Authority provides approval or rejection for the establishment of a Non-operational PIKK as referred to in Article 4 along with members of the Financial Conglomerate, no later than 60 (sixty) working days after the documents as referred to in Article 22 are received in complete form.

(2) To provide approval or rejection as referred to in paragraph (1), the Financial Services Authority conducts:
a. an examination of the completeness and conformity of documents; and b. an assessment of competence and propriety regarding:

1. prospective members of the Board of Directors and prospective members of the Board of Commissioners of a Non-operational PIKK;
2. prospective members of the Sharia Supervisory Board, in the event that all members of the Financial Conglomerate conduct business activities based on Sharia principles; and
3. prospective PSP and/or PSPT of a Financial Conglomerate that has a PIKK, in the event that the PSP and/or PSPT have not yet been included in the parties approved by the Financial Services Authority in the competence and propriety assessment process.
   (3) In the event that the prospective members of the Board of Directors and prospective members of the Board of Commissioners approved by the Financial Services Authority as referred to in paragraph (2) letter b number 1 have not met the minimum number required as regulated in this Financial Services Authority Regulation, but at least 2 (two) members of the Board of Directors and 2 (two) members of the Board of Commissioners have been approved, the determination as a Non-operational PIKK may be approved. (4) A Non-operational PIKK as referred to in paragraph (3) remains obligated to meet the minimum number of members of the Board of Directors and members of the Board of Commissioners as regulated in this Financial Services Authority Regulation.

Third Part
Follow-up on the Establishment of PIKK

Article 24
(1) To obtain approval for the establishment of a PIKK from the Financial Services Authority as referred to in Article 4, in the event that there is no ownership restructuring and/or share transfer to meet the requirements as a PIKK, for the first time since this Financial Services Authority Regulation takes effect, then:
a. the LJK appointed by the PSP or PSPT to act as an Operational PIKK is obligated to submit documents as referred to in Article 16 paragraph (1) other than letter c; and b. the entity owned by the PSP and/or PSPT acting as a Non-operational PIKK is obligated to submit documents as referred to in Article 22 paragraph (1) other than letter d. (2) The submission of required documents as referred to in paragraph (1) is conducted by the party or official representing the Operational PIKK or Non-operational PIKK within a maximum of 6 (six) months since this Financial Services Authority Regulation takes effect. (3) To provide approval or rejection as referred to in paragraph (1), the Financial Services Authority conducts:
a. an examination of the completeness and conformity of documents; and b. an assessment of competence and propriety as referred to in Article 17 paragraph (1) letter b for an Operational PIKK, or as referred to in Article 23 paragraph (2) letter b, paragraph (3), and paragraph (4) for a Non-operational PIKK. (4) Approval or rejection of a PIKK establishment application is provided by the Financial Services Authority within a maximum of 60 (sixty) working days after the documents as referred to in paragraph (1) are received completely.

Article 25
(1) To obtain approval for the establishment of a PIKK from the Financial Services Authority as referred to in Article 4, in the event that there is ownership restructuring and/or share transfer to meet the requirements as a PIKK, for the first time since this Financial Services Authority Regulation takes effect, then:
a. the LJK appointed by the PSP or PSPT to act as an Operational PIKK is obligated to submit documents as referred to in Article 16 paragraph (1); and b. the entity owned by the PSP and/or PSPT acting as a Non-operational PIKK is obligated to submit documents as referred to in Article 22 paragraph (1). (2) The submission of required documents as referred to in paragraph (1) is conducted by the party or official representing the PIKK within a maximum of 6 (six) months since this Financial Services Authority Regulation takes effect. (3) Approval or rejection of a PIKK establishment application is provided by the Financial Services Authority within a maximum of 60 (sixty) working days after the documents as referred to in paragraph (1) are received completely. (4) Ownership restructuring and/or share transfer to meet the requirements as a PIKK and Financial Conglomerate as referred to in paragraph (1) must be fulfilled by the PIKK within a maximum of 1 (one) year after the Financial Services Authority provides approval as referred to in paragraph (3). (5) Fulfillment of the maximum 1 (one) year period as referred to in paragraph (4) considers the complexity and/or number of LJKs affected by ownership restructuring and/or share transfer to meet the requirements as a PIKK and Financial Conglomerate. (6) In certain conditions, based on an application from the party or official representing the PIKK, the Financial Services Authority may establish a period longer than 1 (one) year as referred to in paragraph (4). (7) Until the fulfillment of the requirements as a PIKK and Financial Conglomerate as referred to in this Financial Services Authority Regulation, regulations regarding the main entity of the Financial Conglomerate according to the Financial Services Authority Regulation on financial conglomerates remain in effect, insofar as they do not conflict with this Financial Services Authority Regulation.

Article 26
(1) A PIKK that has completed ownership restructuring and/or share transfer to meet the requirements as a PIKK and Financial Conglomerate within a maximum period of 1 (one) year or more as referred to in Article 25 paragraph (4) or paragraph (6) is obligated to submit a report on the completion thereof, attaching the Articles of Association of the PIKK and/or each member of the Financial Conglomerate that has undergone ownership restructuring and/or share transfer. (2) The Financial Services Authority examines the completeness and conformity of documents, including the ownership structure of the PIKK and/or each member of the Financial Conglomerate as stated in the Articles of Association. (3) In the event that based on the examination by the Financial Services Authority as referred to in paragraph (2):
a. it conforms to the applicable regulations, the Financial Services Authority issues a confirmation letter; or b. it does not conform to the applicable regulations, the Financial Services Authority issues a confirmation letter to the PIKK to follow up by submitting a fulfillment action plan.

Fourth Part
Administrative Sanctions

Article 27
(1) An Operational PIKK, members of the Financial Conglomerate, PSP, and/or PSPT that violate regulations as referred to in Article 17 paragraph (3), Article 24 paragraph (1) letter a, Article 25 paragraph (1) letter a, paragraph (4), and/or Article 26 paragraph (1) are subject to administrative sanctions in the form of a written reprimand. (2) A PSP, PSPT, and/or member of the Financial Conglomerate that violates regulations as referred to in Article 22 paragraph (1) is subject to administrative sanctions in the form of a written reprimand. (3) A Non-operational PIKK, members of the Financial Conglomerate, PSP, and/or PSPT that violate regulations as referred to in Article 23 paragraph (4), Article 24 paragraph (1) letter b, Article 25 paragraph (1) letter b, paragraph (4), and/or Article 26 paragraph (1) are subject to administrative sanctions in the form of a written reprimand. (4) In the event that an Operational PIKK, Non-operational PIKK, members of the Financial Conglomerate, PSP, and/or PSPT have been subject to administrative sanctions as referred to in paragraph (1), paragraph (2), and/or paragraph (3) and continue to violate regulations as referred to in Article 17 paragraph (3), Article 22 paragraph (1), Article 23 paragraph (4), Article 24 paragraph (1) letter a, paragraph (1) letter b, Article 25 paragraph (1) letter a, paragraph (1) letter b, paragraph (4), and/or Article 26 paragraph (1), the Operational PIKK, Non-operational PIKK, members of the Financial Conglomerate, and/or PSP are subject to administrative sanctions in the form of a prohibition to conduct certain business activities. (5) In the event that an Operational PIKK, Non-operational PIKK, members of the Financial Conglomerate, PSP, and/or PSPT have been subject to administrative sanctions as referred to in paragraph (1), paragraph (2), paragraph (3), and/or paragraph (4), the main party of the Operational PIKK, main party of the Non-operational PIKK, main party of the members of the Financial Conglomerate, PSP, and/or PSPT may be subject to administrative sanctions in the form of a prohibition as a main party according to the Financial Services Authority Regulation regarding the reassessment of main parties of financial service institutions.

CHAPTER IV
BUSINESS ACTIVITIES OF PIKK

First Part
General

Article 28
A PIKK is obligated to have a system and work procedures in:
a. the implementation of PIKK business activities; and b. the management of the Financial Conglomerate.

Second Part
Business Activities of an Operational PIKK

Article 29
In addition to conducting business activities as an LJK, an Operational PIKK conducts business activities at least:
a. controlling, consolidating, and being responsible for all activities of the Financial Conglomerate; b. making capital investments;
c. providing management services to increase the effectiveness of consolidation and business strategy; and
d. supporting the optimization of finances for the controlled Financial Conglomerate.

Article 30
Regulations on capital investments for LJKs acting as an Operational PIKK are in accordance with Financial Services Authority regulations and other applicable laws for the aforementioned LJKs.

Article 31
For LJKs acting as an Operational PIKK, applicable laws related to the business activities of the aforementioned LJKs remain in effect, unless otherwise regulated in this Financial Services Authority Regulation.

Third Part
Business Activities of a Non-operational PIKK

Article 32
A Non-operational PIKK conducts business activities including:
a. controlling, consolidating, and being responsible for all activities of the Financial Conglomerate; b. making capital investments;
c. providing management services to increase the effectiveness of consolidation and business strategy;
d. supporting the optimization of finances for the controlled business group; and e. conducting other activities related to the financial services sector with the approval of the Financial Services Authority, insofar as they do not conflict with applicable laws.

Article 33
(1) A Non-operational PIKK has its own revenue sources other than dividends from members of the Financial Conglomerate, originating from:
a. providing funds in the form of credit facilities and/or financing to members of the Financial Conglomerate; b. investments in high-quality securities;
c. placing funds in the form of deposits and investments; and/or
d. management services provided to members of the Financial Conglomerate based on a fair cooperation relationship and meeting prudential principles.
(2) In certain conditions, a Non-operational PIKK may conduct investments other than in high-quality securities as referred to in paragraph (1) letter b with the approval of the Financial Services Authority.

Article 34
(1) A Non-operational PIKK is obligated to obtain approval from the Financial Services Authority when making capital investments in members of the Financial Conglomerate and non-members of the Financial Conglomerate. (2) The limit on capital investments that can be conducted by a Non-operational PIKK as referred to in paragraph (1) must be at most equal to the net equity of the respective legal entity.

Fourth Part
Administrative Sanctions

Article 35
(1) An Operational PIKK, Non-operational PIKK, members of the Financial Conglomerate, PSP, and/or PSPT that violate regulations as referred to in Article 28 are subject to administrative sanctions in the form of a written reprimand. (2) A Non-operational PIKK, members of the Financial Conglomerate, PSP, and/or PSPT that violate regulations as referred to in Article 34 are subject to administrative sanctions in the form of a written reprimand. (3) In the event that an Operational PIKK, Non-operational PIKK, members of the Financial Conglomerate, PSP, and/or PSPT have been subject to administrative sanctions as referred to in paragraph (1) and/or paragraph (2), and continue to violate regulations as referred to in Article 28 and/or Article 34, the Operational PIKK, Non-operational PIKK, members of the Financial Conglomerate, and/or PSP are subject to administrative sanctions in the form of a prohibition to conduct certain business activities. (4) In the event that an Operational PIKK, Non-operational PIKK, members of the Financial Conglomerate, PSP, and/or PSPT have been subject to administrative sanctions as referred to in paragraph (1), paragraph (2), and/or paragraph (3), the main party of the Operational PIKK, main party of the Non-operational PIKK, main party of the members of the Financial Conglomerate, PSP, and/or PSPT may be subject to administrative sanctions in the form of a prohibition as a main party according to the Financial Services Authority Regulation regarding the reassessment of main parties of financial service institutions.

CHAPTER V
TASKS AND RESPONSIBILITIES OF PIKK

Article 36
In carrying out its tasks, a PIKK is obligated at least to:
a. formulate and determine the strategy and risk appetite of the Financial Conglomerate that is consistent for each member of the Financial Conglomerate; b. formulate and implement a compliance monitoring framework regarding the strategy and risk appetite of the Financial Conglomerate across all members of the Financial Conglomerate;
c. conduct assessments of the strategy and risk appetite of all members of the Financial Conglomerate to ensure their conformity with the overall strategy and risk appetite of the Financial Conglomerate;
d. conduct periodic reviews at least once (1) per year regarding the strategy and risk appetite of the Financial Conglomerate to ensure its relevance to the development of the Financial Conglomerate and make adjustments in the event of material changes; e. supervise all members of the Financial Conglomerate while still considering the responsibilities and governance of each member of the Financial Conglomerate individually; f. ensure that the fulfillment of regulations and corrective actions taken by members of the Financial Conglomerate are carried out in accordance with the regulations and supervisory actions of the Financial Services Authority; g. implement prudential principles, including good corporate governance and risk management of the Financial Conglomerate; and h. participate in supporting the implementation of healthy and competitive business activities of members of the Financial Conglomerate, free from conflicts of interest, and maintaining the continuity of business of members of the Financial Conglomerate.

Article 37
A PIKK is obligated at least to be responsible for:
a. the application of prudential principles across the Financial Conglomerate as a whole; b. the management of relationships between the Financial Conglomerate and broader groups in accordance with an integrated governance framework for the Financial Conglomerate, if the PIKK is part of a broader group structure;
c. strengthening, handling, and/or resolving financial issues of members of the Financial Conglomerate and maintaining the continuity of business of members of the Financial Conglomerate; and
d. the fulfillment of resources in each member of the Financial Conglomerate in accordance with group governance standards and individual member governance standards of the Financial Conglomerate.

Article 38
(1) A PIKK in carrying out its tasks as referred to in Article 36 and responsibilities as referred to in Article 37 is obligated to support and control the capital strategy, business implementation, and operations of the Financial Conglomerate. (2) To support and control the strategy, capital, business implementation, and operations of the Financial Conglomerate as referred to in paragraph (1), a PIKK at least plays a role in:
a. determining the strategic work program of the PIKK for the next 3 (three) years; b. providing strategic direction for the next 5 (five) years contained in the corporate plan of the Financial Conglomerate;
c. coordinating, directing, and supervising the implementation of plans, policies, and strategic work programs of members of the Financial Conglomerate;
d. ensuring that the business plans of each member of the Financial Conglomerate align with the strategic direction of the corporate plan of the Financial Conglomerate; e. coordinating the determination of financial and non-financial targets for members of the Financial Conglomerate periodically; f. supporting the optimization of finances of members of the Financial Conglomerate; g. consolidating the financial reports of members of the Financial Conglomerate with the financial reports of the PIKK in accordance with applicable accounting standards, and creating other necessary consolidation reports; h. conducting and supporting the effectiveness of coordination, consolidation, and synergy among members of the Financial Conglomerate to achieve performance and increase the added value of the performance of the Financial Conglomerate;
i. ensuring the implementation of prudential principles and governance across all members of the Financial Conglomerate;
j. determining necessary actions in accordance with regulations to realize a healthy Financial Conglomerate, at least:

1. conducting efforts to handle financial issues of members of the Financial Conglomerate, including providing financial support and/or encouraging necessary corporate actions, and other efforts; and
2. ensuring that corrective actions by members of the Financial Conglomerate are carried out correctly, and supporting the recovery plan and resolution plan conducted by members of the Financial Conglomerate;
   k. determining the amount of dividends for members of the Financial Conglomerate proportionally, supporting the growth of members of the Financial Conglomerate; and
   l. selecting and/or recommending prospective managers of members of the Financial Conglomerate.

Article 39
(1) An Operational PIKK, Non-operational PIKK, members of the Financial Conglomerate, PSP, and/or PSPT that violate regulations as referred to in Article 36, Article 37, and/or Article 38 paragraph (1) are subject to administrative sanctions in the form of a written reprimand. (2) In the event that an Operational PIKK, Non-operational PIKK, members of the Financial Conglomerate, PSP, and/or PSPT have been subject to administrative sanctions as referred to in paragraph (1), and continue to violate regulations as referred to in Article 36, Article 37, and/or Article 38 paragraph (1), the Operational PIKK, Non-operational PIKK, members of the Financial Conglomerate, and/or PSP are subject to administrative sanctions in the form of a prohibition to conduct certain business activities. (3) In the event that an Operational PIKK, Non-operational PIKK, members of the Financial Conglomerate, PSP, and/or PSPT have been subject to administrative sanctions as referred to in paragraph (1) and/or paragraph (2), the main party of the Operational PIKK, main party of the Non-operational PIKK, main party of the members of the Financial Conglomerate, PSP, and/or PSPT may be subject to administrative sanctions in the form of a prohibition as a main party according to the Financial Services Authority Regulation regarding the reassessment of main parties of financial service institutions.

CHAPTER VI
CORPORATE PLAN OF FINANCIAL CONGLOMERATE

Article 40
(1) A PIKK is obligated to formulate a strategic plan of the Financial Conglomerate in the form of a corporate plan of the Financial Conglomerate.
(2) The corporate plan as referred to in paragraph (1) must be formulated by the Board of Directors of the PIKK and approved by the Board of Commissioners of the PIKK.
(3) A PIKK is obligated to ensure that members of the Financial Conglomerate align the formulation of business plans and corporate plans of members of the Financial Conglomerate with the corporate plan of the Financial Conglomerate.

Article 41
(1) The corporate plan as referred to in Article 38 paragraph (2) letter b is formulated to achieve the goals of the Financial Conglomerate in the long term for 5 (five) years.
(2) The corporate plan as referred to in paragraph (1) must at least contain:
a. the vision and mission of the Financial Conglomerate; b. the evaluation of previous period performance;
c. internal and external environment analysis; and
d. the targets and strategy of the Financial Conglomerate.
(3) A PIKK is obligated to submit the corporate plan as referred to in paragraph (2) to the Financial Services Authority no later than the end of November of the year preceding the initial period of the corporate plan.

Article 42
(1) In the event that there are external and internal conditions that significantly affect the targets and strategy of the PIKK as contained in the ongoing corporate plan, the PIKK may change the corporate plan. (2) The change of the corporate plan as referred to in paragraph (1) must be formulated by the Board of Directors of the PIKK and approved by the Board of Commissioners of the PIKK. (3) The PIKK submits the change of the corporate plan to the Financial Services Authority at any time within the 5 (five) year period of the corporate plan as referred to in Article 38 paragraph (2) letter b.

Article 43
(1) An Operational PIKK, Non-operational PIKK, members of the Financial Conglomerate, PSP, and/or PSPT that violate regulations as referred to in Article 40, Article 41 paragraph (3), and/or Article 42 paragraph (2) are subject to administrative sanctions in the form of a written reprimand. (2) In the event that an Operational PIKK, Non-operational PIKK, members of the Financial Conglomerate, PSP, and/or PSPT have been subject to administrative sanctions as referred to in paragraph (1), and continue to violate regulations as referred to in Article 40, Article 41 paragraph (3), and/or Article 42 paragraph (2), the Operational PIKK, Non-operational PIKK, members of the Financial Conglomerate, and/or PSP are subject to administrative sanctions in the form of a prohibition to conduct certain business activities. (3) In the event that an Operational PIKK, Non-operational PIKK, members of the Financial Conglomerate, PSP, and/or PSPT have been subject to administrative sanctions as referred to in paragraph (1) and/or paragraph (2), the main party of the Operational PIKK, main party of the Non-operational PIKK, main party of the members of the Financial Conglomerate, PSP, and/or PSPT may be subject to administrative sanctions in the form of a prohibition as a main party according to the Financial Services Authority Regulation regarding the reassessment of main parties of financial service institutions.

CHAPTER VII
CORPORATE CHARTER OF FINANCIAL CONGLOMERATE

Article 44
(1) A PIKK is obligated to formulate and have a corporate charter of the Financial Conglomerate.
(2) The corporate charter as referred to in paragraph (1) must at least contain:
a. objectives, basis of formulation, and scope; b. the structure of the Financial Conglomerate;
c. the tasks and responsibilities of the Board of Directors of the PIKK and the Board of Directors of members of the Financial Conglomerate;
d. criteria for healthy intra-group transactions; e. confidentiality and information commitments; f. handling of conflicts of interest; and g. supervision and control within the Financial Conglomerate. (3) The scope of tasks and responsibilities for the management of the Financial Conglomerate between the PIKK and/or members of the Financial Conglomerate is adjusted according to the characteristics and complexity of the business of the Financial Conglomerate. (4) The corporate charter as referred to in paragraph (1) must be signed by:

a. PIKK Board of Directors; and b. Board of Directors of Financial Conglomerate Members.

Article 45
(1) The PIKK is required to submit the corporate charter document of the Financial Conglomerate to the Financial Services Authority within a maximum of 6 (six) months after meeting the conditions as a Financial Conglomerate. (2) In the event of changes to the content of the corporate charter as referred to in Article 44 paragraph (2), the PIKK is required to submit the corporate charter amendment document to the Financial Services Authority within a maximum of 1 (one) month from the date the corporate charter amendment is signed. (3) The corporate charter as referred to in paragraph (1) and paragraph (2) is submitted by the PIKK to the supervisory unit of the Financial Conglomerate of the Financial Services Authority.

Article 46
(1) Operational PIKK, Non-operational PIKK, Financial Conglomerate Members, PSP, and/or PSPT that violate the provisions as referred to in Article 44 paragraph (1), paragraph (4), Article 45 paragraph (1), and/or paragraph (2), are subject to administrative sanctions in the form of written reprimands. (2) In the event that Operational PIKK, Non-operational PIKK, Financial Conglomerate Members, PSP, and/or PSPT have been subjected to administrative sanctions as referred to in paragraph (1) and continue to violate the provisions as referred to in Article 44 paragraph (1), paragraph (4), Article 45 paragraph (1), and/or paragraph (2), Operational PIKK, Non-operational PIKK, Financial Conglomerate Members, and/or PSP are subject to administrative sanctions in the form of prohibition to conduct certain business activities. (3) In the event that Operational PIKK, Non-operational PIKK, Financial Conglomerate Members, PSP, and/or PSPT have been subjected to administrative sanctions as referred to in paragraph (1) and/or paragraph (2), the principal parties of Operational PIKK, Non-operational PIKK, Financial Conglomerate Members, PSP, and/or PSPT may be subject to administrative sanctions in the form of prohibition as principal parties in accordance with the Financial Services Authority Regulation regarding re-evaluation for principal parties of financial service institutions.

CHAPTER VIII
OWNERSHIP AND CONTROL CRITERIA OF FINANCIAL CONGLOMERATES

Article 47
(1) The PIKK is required to have Control over Financial Conglomerate Members.
(2) The PIKK controls Financial Conglomerate Members in the event:

a. the PIKK holds shares of Financial Conglomerate Members of more than 50% (fifty percent); b. the PIKK holds shares of Financial Conglomerate Members of 50% (fifty percent) or less, but has control over Financial Conglomerate Members;
c. based on financial accounting standards, the financial reports of Financial Conglomerate Members must be consolidated to the PIKK; or
d. if there are parties holding shares of Financial Conglomerate Members of more than 20% (twenty percent) up to 50% (fifty percent), then control over Financial Conglomerate Members must meet the following requirements:

1. ownership by the PIKK and other parties in Financial Conglomerate Members is equal; and
2. the PIKK and other parties exercise joint control over Financial Conglomerate Members based on an agreement, and are proven by a written agreement or commitment from the owners to provide support, both financial and non-financial, according to their respective ownership.
   (3) The PIKK controls pension funds that are members of the Financial Conglomerate in the event:
   a. the PIKK is the founder or co-founder of the pension fund; or b. the PIKK is not the founder or co-founder of the pension fund, but the Financial Conglomerate Member is the founder or co-founder of the pension fund.

Article 48
(1) Operational PIKK, Non-operational PIKK, Financial Conglomerate Members, PSP, and/or PSPT that violate the provisions as referred to in Article 47 paragraph (1), are subject to administrative sanctions in the form of written reprimands. (2) In the event that Operational PIKK, Non-operational PIKK, Financial Conglomerate Members, PSP, and/or PSPT have been subjected to administrative sanctions as referred to in paragraph (1), and continue to violate the provisions as referred to in Article 47 paragraph (1), Operational PIKK, Non-operational PIKK, Financial Conglomerate Members, and/or PSP are subject to administrative sanctions in the form of prohibition to conduct certain business activities. (3) In the event that Operational PIKK, Non-operational PIKK, Financial Conglomerate Members, PSP, and/or PSPT have been subjected to administrative sanctions as referred to in paragraph (1) and/or paragraph (2), the principal parties of Operational PIKK, Non-operational PIKK, Financial Conglomerate Members, PSP, and/or PSPT may be subject to administrative sanctions in the form of prohibition as principal parties in accordance with the Financial Services Authority Regulation regarding re-evaluation for principal parties of financial service institutions.

CHAPTER IX
CHANGE OF OWNERSHIP OR CONTROL IN FINANCIAL CONGLOMERATES

First Section
General

Article 49
(1) Changes in ownership or Control of the PIKK are carried out in accordance with the provisions of legislation.
(2) Changes in Control of the PIKK as referred to in paragraph (1) are required to obtain approval from the Financial Services Authority.

Article 50
(1) In the event of changes in Control of the PIKK as referred to in Article 49, the PIKK submits a plan for the change of Control to the Financial Services Authority to obtain approval within a maximum of 25 (twenty-five) working days before the implementation of the corporate action related to the change of Control of the PIKK, by attaching:
a. the latest Financial Conglomerate structure; and b. post-change Control documents of the PIKK as follows:

1. Financial Conglomerate structure;
2. Board of Directors members and Board of Commissioners members of the PIKK;
3. Corporate plan of the Financial Conglomerate; and
4. Corporate charter of the Financial Conglomerate.
   (2) To provide approval or rejection for the change of Control of the PIKK as referred to in paragraph (1), the Financial Services Authority conducts:
   a. research on the completeness and conformity of documents; and b. assessment of competence and propriety of the candidate Board of Directors members and candidate Board of Commissioners members of the PIKK post-change, in the event that the candidate directors and/or candidate Board of Commissioners members are not yet included in the parties approved by the Financial Services Authority in the competence and propriety assessment process. (3) Approval or rejection is given by the Financial Services Authority within a maximum of 45 (forty-five) working days after the documents as referred to in paragraph (1) are received completely.

Article 51
(1) Changes in ownership or control of Financial Conglomerate Members are carried out in accordance with the provisions of legislation.
(2) Changes in ownership or control of Financial Conglomerate Members as referred to in paragraph (1) are required to obtain approval from the Financial Services Authority.

Article 52
(1) In the event of changes in ownership or control of Financial Conglomerate Members, the PIKK submits a plan for the change of Financial Conglomerate Members to the Financial Services Authority to obtain approval within a maximum of 25 (twenty-five) working days before the implementation of the corporate action related to the change of Financial Conglomerate Members, by attaching:
a. the latest Financial Conglomerate structure; and b. post-change ownership or control documents of Financial Conglomerate Members as follows:

1. Financial Conglomerate structure; and
2. Corporate plan of the Financial Conglomerate.
   (2) To provide approval or rejection for the change in ownership or control of Financial Conglomerate Members as referred to in paragraph (1), the Financial Services Authority conducts research on the completeness and conformity of documents. (3) Approval or rejection is given by the Financial Services Authority within a maximum of 45 (forty-five) working days after the documents as referred to in paragraph (1) are received completely.

Article 53
(1) The ownership of shares of the PIKK by PSP and/or PSPT is prohibited from being pledged or mortgaged to other parties.
(2) The prohibition on being pledged or mortgaged to other parties as referred to in paragraph (1) is excepted in:
a. institutions or agencies that have the authority to conduct rescue or handling of problems for banks, insurance companies, and sharia insurance companies; or b. other institutions or agencies designated by the competent authority.

Article 54
In the event that the Financial Services Authority assesses that the PIKK's participation activities in Financial Conglomerate Members can disturb the health conditions of the PIKK and/or Financial Conglomerate Members, the Financial Services Authority has the authority to request the PIKK to:
a. release part or all of the ownership in Financial Conglomerate Members; or b. postpone the plan to release ownership in Financial Conglomerate Members.

Second Section
Change of Ownership and Capital of Operational PIKK

Article 55
Provisions related to changes in ownership and capital for Operational PIKK are carried out in accordance with the provisions of the Financial Services Authority and other applicable legislation provisions for Financial Service Institutions acting as Operational PIKK.

Third Section
Change of Ownership and Capital of Non-operational PIKK

Article 56
(1) In the event of changes in paid-up capital of Non-operational PIKK caused by dividends distributed in the form of shares, the Non-operational PIKK is required to inform the Financial Services Authority within a maximum of 10 (ten) working days after the change is made. (2) The information as referred to in paragraph (1) is accompanied by:
a. minutes of the General Meeting of Shareholders; and b. deed of amendment of the articles of association.

Article 57
(1) Non-operational PIKK is required to report changes in the composition of share ownership of Non-operational PIKK recorded in the articles of association and which do not result in a change in Control to the Financial Services Authority within a maximum of 10 (ten) working days after the change is made. (2) The report on changes in ownership composition as referred to in paragraph (1) which is caused by an increase in paid-up capital must be accompanied by:
a. proof of capital payment; b. minutes of the General Meeting of Shareholders;
c. a statement letter from the shareholders, that the capital increase:

1. does not originate from loans or financing facilities in any form from banks and/or other parties in Indonesia; and
2. does not originate from and for the purpose of money laundering;
   d. ownership data in the form of a list of shareholders after the increase in paid-up capital along with the composition of each share ownership; and e. deed of amendment of the articles of association along with proof of receipt of notification of amendment of articles of association from the competent agency. (3) The report on changes in ownership composition as referred to in paragraph (1) which does not change the amount of paid-up capital must be accompanied by:
   a. documents as referred to in paragraph (2) letters b to e; and b. copy of the share transfer document.
   (4) The Financial Services Authority has the authority to request Non-operational PIKK to submit reports on composition or list of share ownership other than those referred to in paragraph (2) and paragraph (3). (5) Non-operational PIKK is required to fulfill the request of the Financial Services Authority as referred to in paragraph (4).

Article 58
(1) Non-operational PIKK is required to inform changes in the composition of share ownership of Non-operational PIKK that:
a. are recorded in the articles of association caused by share gifts or inheritance; and b. do not result in a change in paid-up capital, to the Financial Services Authority within a maximum of 10 (ten) working days after the change in ownership composition is made. (2) The information as referred to in paragraph (1) is accompanied by:
a. deed of gift or deed of inheritance; b. ownership data in the form of a list of shareholders along with the composition of each share ownership after share gift or inheritance; and
c. documents as follows:

1. administrative requirement documents for competence and propriety assessment in the event the recipient of the gift or inheritance meets the criteria for controllers; or
2. documents in the form of a stamped statement letter for recipients of gifts or inheritance who do not meet the criteria for controllers, which at least contain:
   a) having good character and morality; b) having a commitment to comply with the provisions of legislation; c) having a commitment to the development of a healthy Financial Conglomerate; and d) not being included as parties prohibited from being principal parties of financial service institutions. (3) In the event that changes in share ownership as referred to in paragraph (1) cause the recipient of the gift or inheritance to meet the criteria for controllers, a competence and propriety assessment is conducted. (4) Changes in share ownership that result in the transfer of Control of Non-operational PIKK caused by gift or inheritance are excepted as takeovers.

Article 59
(1) Non-operational PIKK is required to inform changes in the authorized capital of Non-operational PIKK to the Financial Services Authority within a maximum of 10 (ten) working days after the date of approval of the amendment of the articles of association from the competent agency. (2) The information as referred to in paragraph (1) is accompanied by:
a. minutes of the General Meeting of Shareholders; and b. deed of amendment of the articles of association that has been approved by the competent agency.

Article 60
The repurchase of shares that have been issued by Non-operational PIKK must obtain prior approval from the Financial Services Authority and be carried out in accordance with the provisions of legislation.

Article 61
(1) In the event of a plan to divest shares of Non-operational PIKK from Financial Conglomerate Members, Non-operational PIKK submits an application for permission to the Financial Services Authority for the share divestment plan by stating:
a. the background of the share divestment; b. the purpose of the share divestment; and
c. an analysis of the impact of the share divestment on Non-operational PIKK and the Financial Conglomerate as a whole.
(2) The submission of the permission application as referred to in paragraph (1) is made within a maximum of 30 (thirty) working days before the implementation of the share divestment.

Article 62
(1) The plan for the issuance of shares of Non-operational PIKK through a public offering of equity securities must be included in the corporate plan of Non-operational PIKK.
(2) The share issuance plan as referred to in paragraph (1) must obtain approval from the Financial Services Authority.
(3) The requirements and procedures for the issuance of shares through a public offering of equity securities are carried out in accordance with the provisions of legislation.

Article 63
Non-operational PIKK is required to administer documents related to share ownership recorded in the articles of association, including the list of shareholders and its changes.

Fourth Section
Administrative Sanctions

Article 64
(1) Operational PIKK, Non-operational PIKK, Financial Conglomerate Members, PSP, and/or PSPT that violate the provisions as referred to in Article 49 paragraph (2), Article 51 paragraph (2), and/or Article 53 paragraph (1), are subject to administrative sanctions in the form of written reprimands. (2) Non-operational PIKK, Financial Conglomerate Members, PSP, and/or PSPT that violate the provisions as referred to in Article 56 paragraph (1), Article 57 paragraph (1), paragraph (2), paragraph (3), paragraph (5), Article 58 paragraph (1), Article 59 paragraph (1), Article 60, Article 62 paragraph (1), paragraph (2), and/or Article 63, are subject to administrative sanctions in the form of written reprimands. (3) In the event that Operational PIKK, Non-operational PIKK, Financial Conglomerate Members, PSP, and/or PSPT have been subjected to administrative sanctions as referred to in paragraph (1) and/or paragraph (2), and continue to violate the provisions as referred to in Article 49 paragraph (2), Article 51 paragraph (2), Article 53 paragraph (1), Article 56 paragraph (1), Article 57 paragraph (1), paragraph (2), paragraph (3), paragraph (5), Article 58 paragraph (1), Article 59 paragraph (1), Article 60, Article 62 paragraph (1), paragraph (2), and/or Article 63, Operational PIKK, Non-operational PIKK, Financial Conglomerate Members, and/or PSP are subject to administrative sanctions in the form of prohibition to conduct certain business activities. (4) In the event that Operational PIKK, Non-operational PIKK, Financial Conglomerate Members, PSP, and/or PSPT have been subjected to administrative sanctions as referred to in paragraph (1) and/or paragraph (2), the principal parties of Operational PIKK, principal parties of Non-operational PIKK, principal parties of Financial Conglomerate Members, PSP, and/or PSPT may be subject to administrative sanctions in the form of prohibition as principal parties in accordance with the Financial Services Authority Regulation regarding re-evaluation for principal parties of financial service institutions.

CHAPTER X
MANAGEMENT OF PIKK

First Section
General

Article 65
The Board of Directors of the PIKK is required to at least:
a. carry out duties and responsibilities in accordance with authority, good faith, and prudence aspects; b. carry out integrated governance, risk management, and capital adequacy fulfillment of the Financial Conglomerate;
c. support the implementation of duties of the Financial Services Authority, ministries, and/or related agencies; and
d. submit reports and information required by the Financial Services Authority.

Article 66
The Board of Commissioners of the PIKK is required to at least:
a. carry out duties and responsibilities in accordance with authority, good faith, and prudence aspects; b. carry out supervision for the benefit of the PIKK over policies and the course of management by the Board of Directors, provide advice to the Board of Directors, and be responsible for such supervision; and
c. direct, monitor, and evaluate the implementation of integrated governance, risk management, and compliance as well as strategic policies of the PIKK, in accordance with the provisions of legislation, articles of association, and/or decisions of the General Meeting of Shareholders.

Article 67
In the event that all Financial Conglomerate Members conduct business activities based on sharia principles, the PIKK is required to form a Sharia Supervisory Board.

Second Section
Management of Operational PIKK

Article 68
Provisions related to management of Financial Service Institutions acting as Operational PIKK are carried out in accordance with the provisions of the Financial Services Authority and other applicable legislation provisions for the aforementioned Financial Service Institutions, unless otherwise regulated in this Financial Services Authority Regulation.

Article 69
(1) Operational PIKK is required to have a director who oversees the function or unit for Financial Conglomerate management.
(2) The Director as referred to in paragraph (1) may hold a concurrent position with other functional directors in the Financial Service Institution acting as Operational PIKK, adjusted to the scale and complexity of the Financial Conglomerate. (3) The Director as referred to in paragraph (1) may hold a concurrent position in an organization or non-profit institution as long as it does not cause the person concerned to neglect the implementation of duties and responsibilities as a member of the Board of Directors. (4) The Director as referred to in paragraph (1) or paragraph (2) is prohibited from holding a concurrent position in:
a. other positions that can cause conflicts of interest in the implementation of duties as a member of the Board of Directors of Operational PIKK; and/or b. other positions in accordance with the provisions of legislation. (5) Provisions on concurrent positions other than those referred to in paragraph (3) and paragraph (4) are carried out in accordance with the provisions of legislation.

Third Section
Management of Non-operational PIKK

Article 70
(1) Non-operational PIKK is required to have Board of Directors members with a minimum number of 3 (three) people.
(2) Non-operational PIKK is required to have Board of Commissioners members with a minimum number of 3 (three) people and a maximum number equal to the number of Board of Directors members. (3) Board of Commissioners members of Non-operational PIKK consist of independent commissioners and non-independent commissioners. (4) Independent Commissioners as referred to in paragraph (3) are required to be at least 50% (fifty percent) of the number of Board of Commissioners members of Non-operational PIKK.

Article 71
(1) The President Director of Non-operational PIKK is prohibited from holding a concurrent position.
(2) Board of Directors members of Non-operational PIKK may only hold concurrent positions in:
a. Financial Conglomerate Member companies by carrying out functional duties as members of the Board of Commissioners in 1 (one) Financial Conglomerate Member company controlled by Non-operational PIKK; and/or b. organizations or non-profit institutions, as long as it does not cause the person concerned to neglect the implementation of duties and responsibilities as a member of the Board of Directors. (3) Board of Directors members of Non-operational PIKK are prohibited from holding concurrent positions in:
a. other positions that can cause conflicts of interest in the implementation of duties as a member of the Board of Directors of Non-operational PIKK; and/or b. other positions in accordance with the provisions of legislation.

Article 72
(1) Board of Commissioners members of Non-operational PIKK may only hold concurrent positions:
a. as Board of Commissioners in at most 2 (two) Financial Conglomerate Members in the framework of carrying out functional duties as controlling shareholders of Financial Conglomerate Members; and/or b. in organizations or non-profit institutions, as long as it does not cause the person concerned to neglect the implementation of duties and responsibilities as a member of the Board of Commissioners. (2) Board of Commissioners members of Non-operational PIKK are prohibited from holding concurrent positions:
a. as Board of Directors members, and/or officials in Financial Conglomerate Members; b. in other positions that can cause conflicts of interest in the implementation of duties as a member of the Board of Commissioners of Non-operational PIKK; and/or
c. in other positions in accordance with the provisions of legislation.

Article 73
(1) All Board of Directors members of Non-operational PIKK are required to reside in Indonesia.
(2) The majority of Board of Commissioners members of Non-operational PIKK are required to reside in Indonesia.

Article 74
(1) Non-operational PIKK is required to conduct assessments of candidate officials in Non-operational PIKK before carrying out the appointment or replacement of PIKK officials.
(2) The assessment of candidate officials as referred to in paragraph (1) is conducted on aspects of integrity, financial reputation, and competence.
(3) The assessment as referred to in paragraph (2) must at least cover:
a. assessment of track record including violations or sanctions previously received; b. ownership of non-performing loans or financing or bankruptcy; and
c. education and ability of the candidate to hold the position to be held, including understanding of the objectives, structure, strategy, material activities, and material risks in the Financial Conglomerate.

Fourth Section
Administrative Sanctions

Article 75
(1) Operational PIKK, Non-operational PIKK, Financial Conglomerate Members, PSP, and/or PSPT that violate the provisions as referred to in Article 65, Article 66, and/or Article 67, are subject to administrative sanctions in the form of written reprimands. (2) Operational PIKK, Financial Conglomerate Members, PSP, and/or PSPT that violate the provisions as referred to in Article 69 paragraph (1) and paragraph (4), are subject to administrative sanctions in the form of written reprimands. (3) Non-operational PIKK, Financial Conglomerate Members, PSP, and/or PSPT that violate the provisions

as referred to in Article 70 paragraph (1), paragraph (2), paragraph (4), Article 71, Article 72, Article 73, and/or Article 74 paragraph (1), shall be subject to administrative sanctions in the form of a written reprimand.

(4) In the event that Operational PIKK, Non-Operational PIKK, members of the Financial Conglomerate, PSP, and/or PSPT have been subject to administrative sanctions as referred to in paragraph (1), paragraph (2), and/or paragraph (3), and continue to violate the provisions as referred to in Article 65, Article 66, Article 67, Article 69 paragraph (1), paragraph (4), Article 70 paragraph (1), paragraph (2), paragraph (4), Article 71, Article 72, Article 73, and/or Article 74 paragraph (1), Operational PIKK, Non-Operational PIKK, members of the Financial Conglomerate, and/or PSP shall be subject to administrative sanctions in the form of a ban on carrying out certain business activities.

(5) In the event that Operational PIKK, Non-Operational PIKK, members of the Financial Conglomerate, PSP, and/or PSPT have been subject to administrative sanctions as referred to in paragraph (1), paragraph (2), paragraph (3), and/or paragraph (4), the main party of Operational PIKK or Non-Operational PIKK, the main party of members of the Financial Conglomerate and/or PSP and/or PSPT may be subject to administrative sanctions in the form of a ban as a main party in accordance with the Financial Services Authority Regulation regarding re-evaluation for main parties of financial service institutions.

CHAPTER XI
CHANGES IN MANAGEMENT OF PSP THAT ARE LEGAL ENTITIES OF PIKK

Article 76
(1) PIKK must inform the Financial Services Authority of changes to the members of the Board of Directors and/or members of the Board of Commissioners of PSP that are legal entities within a maximum of 10 (ten) working days from the date of change of the members of the Board of Directors and/or members of the Board of Commissioners.

(2) The information as referred to in paragraph (1) is accompanied by:
a. minutes of the General Meeting of Shareholders of PSP that are legal entities; and b. deed of amendment to the Articles of Association of PSP that are legal entities.

Article 77
(1) PIKK that violates the provisions as referred to in Article 76 paragraph (1) shall be subject to administrative sanctions in the form of a written reprimand.

(2) In the event that PIKK has been subject to administrative sanctions as referred to in paragraph (1), and continues to violate the provisions as referred to in Article 76 paragraph (1), PIKK shall be subject to administrative sanctions in the form of a ban on carrying out certain business activities.

(3) In the event that PIKK has been subject to administrative sanctions as referred to in paragraph (1) and/or paragraph (2),

the main party of PIKK may be subject to administrative sanctions in the form of a ban as a main party in accordance with the Financial Services Authority Regulation regarding re-evaluation for main parties of financial service institutions.

CHAPTER XII
FIT AND PROPER ASSESSMENT AND RE-EVALUATION

First Section
Fit and Proper Assessment and Re-evaluation for Operational PIKK

Article 78
(1) Fit and proper assessments of candidates for Directors and candidates for Commissioners at Financial Service Institutions acting as Operational PIKK shall be carried out in accordance with the Financial Services Authority Regulation regarding fit and proper assessments for main parties of financial service institutions, which applies to each Financial Service Institution acting as Operational PIKK.

(2) Fit and proper assessments shall not be conducted for members of the Board of Directors and members of the Board of Commissioners currently serving at Financial Service Institutions acting as Operational PIKK because the appointment of Financial Service Institutions as Operational PIKK by PSP and/or PSPT.

Article 79
(1) In the event that members of the Board of Directors and/or members of the Board of Commissioners of Operational PIKK are indicated to be involved and/or responsible for issues of integrity, financial reputation, and/or competence, the Financial Services Authority conducts a re-evaluation of the members of the Board of Directors and/or members of the Board of Commissioners of Operational PIKK.

(2) Re-evaluation of members of the Board of Directors and members of the Board of Commissioners of Operational PIKK as referred to in paragraph (1) shall be carried out in accordance with the Financial Services Authority Regulation regarding re-evaluation for main parties of financial service institutions, which applies to each Financial Service Institution acting as Operational PIKK.

Second Section
Fit and Proper Assessment and Re-evaluation for Non-Operational PIKK

Article 80
(1) Candidates for members of the Board of Directors, candidates for members of the Board of Commissioners, candidates for the Sharia Supervisory Board, and candidates for PSP of Non-Operational PIKK must obtain approval from the Financial Services Authority before carrying out actions, duties, and functions as members of the Board of Directors, members of the Board of Commissioners, and members of the Sharia Supervisory Board of Non-Operational PIKK.

(2) To grant approval as referred to in paragraph (1), the Financial Services Authority conducts fit and proper assessments of candidates for members of the Board of Directors, candidates for members of the Board of Commissioners, candidates for members of the Sharia Supervisory Board, and candidates for PSP of Non-Operational PIKK.

(3) Fit and proper assessments of candidates for members of the Board of Directors, candidates for members of the Board of Commissioners, and candidates for members of the Sharia Supervisory Board of Non-Operational PIKK are conducted to assess compliance with the following requirements:
a. integrity; b. financial reputation; and
c. competence.

(4) Fit and proper assessments of candidates for PSP of Non-Operational PIKK are conducted to assess compliance with integrity and financial feasibility requirements.

(5) For candidates for members of the Board of Directors of Non-Operational PIKK as referred to in paragraph (1), competence requirements must be met by possessing knowledge and experience in the financial field.

(6) For candidates for members of the Board of Commissioners of Non-Operational PIKK as referred to in paragraph (1), competence requirements must be met by possessing knowledge and/or experience in the financial field.

(7) Further provisions regarding fit and proper assessments as referred to in paragraph (2) shall be determined by the Financial Services Authority.

Article 81
(1) In the event that members of the Board of Directors, members of the Board of Commissioners, the Sharia Supervisory Board, and/or officials of Non-Operational PIKK are indicated to be involved and/or responsible for issues of integrity, financial reputation, and/or competence, the Financial Services Authority conducts a re-evaluation of the members of the Board of Directors, members of the Board of Commissioners, the Sharia Supervisory Board, and/or officials of Non-Operational PIKK.

(2) In the event that PSP of Non-Operational PIKK is indicated to be involved and/or responsible for issues of integrity and/or financial feasibility, the Financial Services Authority conducts a re-evaluation of PSP of Non-Operational PIKK.

(3) Further provisions regarding re-evaluation of:
a. members of the Board of Directors, members of the Board of Commissioners, the Sharia Supervisory Board, and/or officials of Non-Operational PIKK as referred to in paragraph (1); and b. PSP of Non-Operational PIKK as referred to in paragraph (2), shall be determined by the Financial Services Authority.

Third Section
Administrative Sanctions

Article 82
(1) Non-Operational PIKK, members of the Financial Conglomerate, PSP, and/or PSPT that violate the provisions as referred to in Article 80 paragraph (1), paragraph (5), and/or paragraph (6) shall be subject to administrative sanctions in the form of a written reprimand.

(2) In the event that Operational PIKK, Non-Operational PIKK, members of the Financial Conglomerate, PSP, and/or PSPT have been subject to administrative sanctions as referred to in paragraph (1), and continue to violate the provisions as referred to in Article 80 paragraph (1), paragraph (5), and/or paragraph (6), Operational PIKK, Non-Operational PIKK, members of the Financial Conglomerate, and/or PSP shall be subject to administrative sanctions in the form of a ban on carrying out certain business activities.

(3) In the event that Operational PIKK, Non-Operational PIKK, members of the Financial Conglomerate, PSP, and/or PSPT have been subject to administrative sanctions as referred to in paragraph (1), paragraph (2), and/or paragraph (3), the main party of Operational PIKK, the main party of Non-Operational PIKK, the main party of members of the Financial Conglomerate, PSP, and/or PSPT may be subject to administrative sanctions in the form of a ban as a main party in accordance with the Financial Services Authority Regulation regarding re-evaluation for main parties of financial service institutions.

CHAPTER XIII
PROHIBITION OF CROSS-OWNERSHIP

Article 83
(1) Members of the Financial Conglomerate are prohibited from becoming shareholders in:
a. Operational PIKK or Non-Operational PIKK; and/or b. other members of the Financial Conglomerate within the same Financial Conglomerate.

(2) The prohibition as referred to in paragraph (1) letter b does not apply in the event that:
a. a member of the Financial Conglomerate becomes a minority shareholder in a member of the Financial Conglomerate; and/or b. a member of the Financial Conglomerate becomes a shareholder of another member of the Financial Conglomerate within the same Financial Conglomerate, in a parent and subsidiary company relationship, in accordance with applicable legislation.

Article 84
(1) Operational PIKK, Non-Operational PIKK, members of the Financial Conglomerate, PSP, and/or PSPT that violate the provisions as referred to in Article 83 paragraph (1) shall be subject to administrative sanctions in the form of a written reprimand.

(2) In the event that Operational PIKK, Non-Operational PIKK, members of the Financial Conglomerate, PSP, and/or PSPT have been subject to administrative sanctions as referred to in paragraph (1), and continue to violate the provisions as referred to in Article 83 paragraph (1), Operational PIKK, Non-Operational PIKK, members of the Financial Conglomerate, and/or PSP shall be subject to administrative sanctions in the form of a ban on carrying out certain business activities.

(3) In the event that Operational PIKK, Non-Operational PIKK, members of the Financial Conglomerate, PSP, and/or PSPT have been subject to administrative sanctions as referred to in paragraph (1) and/or paragraph (2), the main party of Operational PIKK, the main party of Non-Operational PIKK, the main party of members of the Financial Conglomerate, PSP, and/or PSPT may be subject to administrative sanctions in the form of a ban as a main party in accordance with the Financial Services Authority Regulation regarding re-evaluation for main parties of financial service institutions.

CHAPTER XIV
BANKING GROUPS WITH A BANK AS THE PARENT COMPANY EXECUTIVE THAT IS A MEMBER OF THE FINANCIAL CONGLOMERATE

Article 85
(1) In banking groups that have a bank as the parent company executive which is a member of the Financial Conglomerate, the duties and authorities of the bank as the parent company executive transfer to Non-Operational PIKK.

(2) In the event that the duties and authorities of the bank as the parent company executive transfer to Non-Operational PIKK as referred to in paragraph (1), provisions regarding:
a. fulfillment of minimum core capital in the banking group; and b. banking synergy, remain applicable to banks in the banking group.

(3) In the event that the status of Non-Operational PIKK as referred to in paragraph (1) ends, the duties and authorities of the bank as the parent company executive become applicable again in accordance with the Financial Services Authority Regulation regarding consolidation of commercial banks.

CHAPTER XV
AUTHORITY OF THE FINANCIAL SERVICES AUTHORITY

Article 86
In carrying out supervisory duties regarding PIKK, the Financial Services Authority has the authority to:
a. designate and establish a Financial Service Institution or non-Financial Service Institution entity as PIKK;

b. designate and establish one of the PSPs to form PIKK;
c. request improvements and/or adjustments in the event that the ownership structure and/or organization of PIKK hinders the effectiveness of PIKK and/or Financial Conglomerate supervision;
d. conduct assessments of every change in the structure of the Financial Conglomerate to ensure supervision of the Financial Conglomerate's health condition; and/or e. conduct examinations including obtaining data and/or information regarding:

1. PIKK;
2. members of the Financial Conglomerate;
3. related parties within the Financial Conglomerate;
   and/or
4. other parties related to the Financial Conglomerate.

Article 87
In the event that, based on the Financial Services Authority's assessment, the formation of PIKK and/or the implementation of the role and responsibilities of PIKK may hinder the effectiveness of Financial Conglomerate supervision, the Financial Services Authority has the authority to:
a. reject:

1. the formation of PIKK; and/or
2. an entity acting as PIKK; and/or
   b. designate a PIKK to no longer be PIKK.

Article 88
The Financial Services Authority may designate Financial Service Institutions and/or non-Financial Service Institution entities that were previously members of the Financial Conglomerate to no longer be members of the Financial Conglomerate.

Article 89
In the implementation of ownership restructuring and/or share transfers to meet the requirements as PIKK and Financial Conglomerate, exemptions from Financial Services Authority Regulations in the capital market sector apply.

CHAPTER XVI
OBLIGATION TO FOLLOW UP AND FULFILL THE IMPLEMENTATION OF THE FINANCIAL SERVICES AUTHORITY'S AUTHORITY

Article 90
PIKK, members of the Financial Conglomerate, PSP, and/or PSPT of the Financial Conglomerate are obligated to follow up and fulfill the implementation of the Financial Services Authority's authority.

Article 91
(1) Operational PIKK, Non-Operational PIKK, members of the Financial Conglomerate, PSP, and/or PSPT that violate the provisions as referred to in Article 90 shall be subject to administrative sanctions in the form of a written reprimand.

(2) In the event that Operational PIKK, Non-Operational PIKK, members of the Financial Conglomerate, PSP, and/or PSPT have been subject to administrative sanctions as referred to in paragraph (1), and continue to violate the provisions as referred to in Article 90, Operational PIKK, Non-Operational PIKK, members of the Financial Conglomerate, and/or PSP shall be subject to administrative sanctions in the form of a ban on carrying out certain business activities.

(3) In the event that Operational PIKK, Non-Operational PIKK, members of the Financial Conglomerate, PSP, and/or PSPT have been subject to administrative sanctions as referred to in paragraph (1) and/or paragraph (2), the main party of Operational PIKK, the main party of Non-Operational PIKK, the main party of members of the Financial Conglomerate, PSP, and/or PSPT may be subject to administrative sanctions in the form of a ban as a main party in accordance with the Financial Services Authority Regulation regarding re-evaluation for main parties of financial service institutions.

CHAPTER XVII
TERMINATION OF THE PARENT COMPANY OF THE FINANCIAL CONGLOMERATE

Article 92
(1) PIKK ends in the event that:
a. PIKK submits a request to terminate its status as PIKK; and/or b. based on the assessment of the Financial Services Authority as referred to in Article 87 letter b.

(2) The termination of PIKK as referred to in paragraph (1) is designated by the Financial Services Authority.

(3) PIKK submits a request to terminate its status as PIKK in the event that the Financial Conglomerate no longer meets the criteria as referred to in Article 2 paragraph (1), by attaching the current conditions of the Financial Conglomerate's structure.

CHAPTER XVIII
REPORTING

Article 93
(1) PIKK is obligated to submit periodic reports to the Financial Services Authority for the end positions of March, June, September, and December, no later than the end of the following month.

(2) In the implementation of PIKK supervisory duties, in addition to the submission of periodic reports as referred to in paragraph (1), the Financial Services Authority has the authority to request reports from PIKK on an incidental basis.

(3) Further provisions regarding the first submission, format, structure, and method of submission of periodic reports as referred to in paragraph (1) shall be determined by the Financial Services Authority.

Article 94
(1) Submission of reports as referred to in Article 93 shall be submitted online through the Financial Services Authority's reporting system.

(2) In the event that the Financial Services Authority's reporting system as referred to in paragraph (1) is not yet available or in the event of a force majeure, submission shall be carried out through the Financial Services Authority's correspondence system.

(3) In the event that the Financial Services Authority's correspondence system as referred to in paragraph (2) is unavailable due to force majeure, submission shall be carried out offline to the Financial Services Authority.

Article 95
(1) Operational PIKK, Non-Operational PIKK, members of the Financial Conglomerate, PSP, and/or PSPT that violate the provisions as referred to in Article 93 paragraph (1) shall be subject to administrative sanctions in the form of a written reprimand.

(2) Operational PIKK, Non-Operational PIKK, members of the Financial Conglomerate, PSP, and/or PSPT that are late in fulfilling the obligation to submit reports as referred to in Article 93 paragraph (1) shall be subject to administrative sanctions in the form of a fine of IDR 2,000,000.00 (two million rupiah) per working day and a maximum of IDR 200,000,000.00 (two hundred million rupiah).

(3) In the event that Operational PIKK, Non-Operational PIKK, members of the Financial Conglomerate, PSP, and/or PSPT have been subject to administrative sanctions as referred to in paragraph (1), and continue to violate the provisions as referred to in Article 93 paragraph (1), Operational PIKK, Non-Operational PIKK, members of the Financial Conglomerate, and/or PSP shall be subject to administrative sanctions in the form of a ban on carrying out certain business activities.

(4) In the event that Operational PIKK, Non-Operational PIKK, members of the Financial Conglomerate, PSP, and/or PSPT have been subject to administrative sanctions as referred to in paragraph (1) and/or paragraph (2), the main party of Operational PIKK, the main party of Non-Operational PIKK, the main party of members of the Financial Conglomerate, PSP, and/or PSPT may be subject to administrative sanctions in the form of a ban as a main party in accordance with the Financial Services Authority Regulation regarding re-evaluation for main parties of financial service institutions.

CHAPTER XIX
TRANSITIONAL PROVISIONS

Article 96
(1) Fit and proper assessments for Non-Operational PIKK shall be conducted in accordance with Financial Services Authority regulations regarding fit and proper assessments for main parties of financial service institutions applicable in the banking sector until OJK regulations governing the implementation of fit and proper assessments for Non-Operational PIKK are established.

(2) Re-evaluation of main parties of Non-Operational PIKK shall be conducted in accordance with Financial Services Authority regulations regarding re-evaluation for main parties of financial service institutions applicable in the banking sector until OJK regulations governing the implementation of re-evaluation of main parties of Non-Operational PIKK are established.

CHAPTER XX
CLOSING PROVISIONS

Article 97
Upon the implementation of this Financial Services Authority Regulation, provisions regarding:
a. integrated governance in accordance with the Financial Services Authority Regulation regarding the application of integrated governance for Financial Conglomerates; b. integrated risk management in accordance with the Financial Services Authority Regulation regarding integrated risk management for Financial Conglomerates; and
c. integrated minimum capital provision obligations in accordance with the Financial Services Authority Regulation regarding integrated minimum capital provision obligations for Financial Conglomerates,
shall apply to PIKK as long as they do not conflict with this Financial Services Authority Regulation.

Article 98
Upon the implementation of this Financial Services Authority Regulation:
a. Financial Services Authority Regulation Number 17/POJK.03/2014 regarding the Application of Integrated Risk Management for Financial Conglomerates (State Gazette of the Republic of Indonesia Year 2014 Number 348, Supplement to the State Gazette of the Republic of Indonesia Number 5626); b. Financial Services Authority Regulation Number 18/POJK.03/2014 regarding the Application of Integrated Governance for Financial Conglomerates (State Gazette of the Republic of Indonesia Year 2014 Number 349, Supplement to the State Gazette of the Republic of Indonesia Number 5627);
c. Financial Services Authority Regulation Number 26/POJK.03/2015 regarding Integrated Minimum Capital Provision Obligations for Financial Conglomerates (State Gazette of the Republic of Indonesia Year 2015 Number 292, Supplement to the State Gazette of the Republic of Indonesia Number 5774); and
d. Financial Services Authority Regulation Number 13/POJK.05/2022 regarding Supervision of State-Owned Enterprises (PT Bahana Pembinaan Usaha Indonesia (State Gazette of the Republic of Indonesia Year 2022 Number 7/OJK, Supplement to the State Gazette of the Republic of Indonesia Number 7/OJK), are declared to remain in force as long as they do not conflict with the provisions in this Financial Services Authority Regulation.

This copy is consistent with the original
Director of Legal Development
Legal Department signed
Aat Windradi

Article 99
Upon the implementation of this Financial Services Authority Regulation, Financial Services Authority Regulation Number 45/POJK.03/2020 regarding Financial Conglomerates (State Gazette of the Republic of Indonesia Year 2020 Number 237, Supplement to the State Gazette of the Republic of Indonesia Number 6569) is revoked and declared invalid.

Article 100
This Financial Services Authority Regulation shall come into force on the date of its promulgation.

To ensure that everyone knows it, it is ordered to promulgate this Financial Services Authority Regulation by placing it in the State Gazette of the Republic of Indonesia.

Established in Jakarta on 19 December 2024
CHAIRMAN OF THE COMMISSIONERS BOARD
FINANCIAL SERVICES AUTHORITY
REPUBLIC OF INDONESIA,
MAHENDRA SIREGAR

Promulgated in Jakarta on 23 December 2024
MINISTER OF LAW OF THE REPUBLIC OF INDONESIA,
SUPRATMAN ANDI AGTAS
STATE GAZETTE OF THE REPUBLIC OF INDONESIA YEAR 2024 NUMBER 42/OJK signed signed

EXPLANATION
OF
FINANCIAL SERVICES AUTHORITY REGULATION
OF THE REPUBLIC OF INDONESIA
NUMBER 30 OF 2024
REGARDING
FINANCIAL CONGLOMERATES AND
PARENT COMPANIES OF FINANCIAL CONGLOMERATES

I. GENERAL

In supporting and realizing efforts to develop and strengthen the financial sector in Indonesia in line with the increasingly complex and diverse development of the financial service industry, the rapidly moving, competitive, and integrated national and international economy, and the increasingly advanced financial system, including to strengthen the regulatory and supervisory framework for financial service institutions, Law Number 4 of 2023 regarding the Development and Strengthening of the Financial Sector (UU P2SK) was issued.

One of the important aspects covered in UU P2SK is to clarify the mandate of the Financial Services Authority to conduct integrated regulation and supervision of financial conglomerates. This is as contained in Article 5 and Article 6 of Law Number 21 of 2011 regarding the Financial Services Authority (UU OJK) as amended by UU P2SK, that in order to achieve the objectives of the Financial Services Authority, the Financial Services Authority has functions, including, among others, organizing an integrated regulatory and supervisory system for all activities in the financial service sector.

Furthermore, the Financial Services Authority also carries out regulatory and supervisory duties, including, among others, for the financial sector in an integrated manner and conducts systemic impact assessments of Financial Conglomerates. Not only that, Chapter XV of UU P2SK also regulates aspects related to Financial Conglomerates, as well as other related aspects including PIKK.

As with UU P2SK, the arrangement of financial service institutions that have ownership and/or control relationships within a Financial Conglomerate, including the regulation of a parent company (holding company) specifically for the financial service sector through the PIKK (Financial Holding Company) approach, which is a legal entity owned by PSP and/or PSPT to control, consolidate, and be responsible for all activities of the Financial Conglomerate, is carried out to facilitate PSP and/or PSPT in monitoring the development of their financial service business, and so that the implementation of risk management, governance, capital, and other aspects in an integrated manner within the Financial Conglomerate becomes more coordinated.

In addition, the authority of the Financial Services Authority to conduct integrated regulation and supervision of financial conglomerates

---

financial aims to ensure that all activities within the financial services sector are conducted in an orderly, fair, transparent, and accountable manner, capable of realizing a financial system that grows sustainably and stably, and capable of protecting the interests of consumers and the public. Therefore, positive coordination is required from all financial service institutions, particularly regarding the Parent Company of a Financial Conglomerate (PIKK) and financial service institution members of the Financial Conglomerate, including related stakeholders, so that the exercise of the Financial Services Authority's authority can be implemented in accordance with its objectives.

Thus, the application of integrated supervision and financial conglomerates is expected to provide a positive contribution in supporting efforts to develop and strengthen the healthy, independent, and competitive financial sector in Indonesia, as well as play a role in maintaining financial system stability. The application of integrated supervision and financial conglomerates is also expected to support inclusive, sustainable, and equitable national economic growth to realize a prosperous, advanced, and dignified Indonesian society.

In relation to this, to support the strengthening of regulations regarding integrated supervision and financial conglomerates in the financial services sector, it is necessary to update regulations regarding Financial Conglomerates and regulations regarding the Parent Company of a Financial Conglomerate.

II. ARTICLE BY ARTICLE

Article 1

It is clear enough.

Article 2

Paragraph (1)

What is meant by “PSP and/or PSPT” is any person who controls a Financial Conglomerate.

Any person refers to an individual, corporation, or business entity, whether in the form of a legal entity or not, or other bodies.

FSIs conduct business activities, both conventional and/or Sharia.

Example:

1 (one) commercial bank, 1 (one) pawnshop company, and 1 (one) technology-based financing service company constitute 3 (three) FSIs in 3 (three) different sectors.

Paragraph (2)

It is clear enough.

Paragraph (3)

What is meant by “financial reports” are financial reports after being audited by a public accountant (audited) or financial reports before being audited by a public accountant (unaudited).

Paragraph (4)

It is clear enough.

Paragraph (5)

It is clear enough.

Paragraph (6)

It is clear enough.

Article 3

Certain considerations, including, among others, the complexity of the business activities of the Financial Conglomerate and its impact on financial system stability.

The complexity of the business activities of the Financial Conglomerate, including, among others, business activities by FSIs within the Financial Conglomerate related to the variety of products and services conducted, transaction volume, product sensitivity in society, and performance realization.

Article 4

It is clear enough.

Article 5

It is clear enough.

Article 6

Certain considerations, including, among others, the composition or dominance of total assets in each FSI within the Financial Conglomerate.

Article 7

It is clear enough.

Article 8

Letter a

Example:

Explanation:

1. Based on the chart example above, this Financial Conglomerate consists of:
   a. PT Bank AA is an FSI in the banking sector owned and designated by the PSP and/or PSPT to act as the Operational Parent Company of a Financial Conglomerate (Operating Financial Holding Company); and b. PT Bank AA Syariah, PT AA Sharia Life Insurance, PT AA Life Insurance, PT LL (Non-FSI Entity which is a subsidiary of PT AA Life Insurance), PT AA Multifinance, Bank AA Ltd. (Foreign Legal Entity), PT AA Sekuritas, AA Securities Pte. Ltd. (Foreign Legal Entity), PT AA Asset Management, PT AA Modal Ventura, and PT NN (Non-FSI Entity that supports the business activities of FSIs and/or the Financial Conglomerate), as members of the Financial Conglomerate.

2. Regarding PT Bank AA Syariah, PT AA Life Insurance, and PT AA Sekuritas, within this Financial Conglomerate, they serve as Intermediary Parent Entities.

Intermediary Parent Entities remain members of the Financial Conglomerate like other FSIs in this Financial Conglomerate (i.e., PT AA Sharia Life Insurance, PT LL, PT AA Multifinance, Bank AA Ltd., AA Securities Pte. Ltd., PT AA Asset Management, PT AA Modal Ventura, and PT NN). PT Bank AA is the PIKK (Operational PIKK).

Letter b

Example:

Explanation:

1. Based on the chart example above, this Financial Conglomerate consists of:
   a. PT DD Korporasi is a company/entity owned and designated by the PSP and/or PSPT to act as the Non-Operational Parent Company of a Financial Conglomerate (Non-Operating Financial Holding Company); and b. PT Bank DD, PT Bank DD Digital, PT Bank DD Syariah, PT DD Insurance, PT DD Life Insurance, PT KK (Non-FSI Entity which is a subsidiary of PT DD Insurance), PT DD Multifinance, PT DD Sekuritas, DD Securities Pte. Ltd. (Foreign Legal Entity), PT DD Asset Management, PT BPR DG, and PT QQ (Non-FSI Entity that supports the business activities of FSIs and/or the Financial Conglomerate), as members of the Financial Conglomerate.

2. Regarding PT Bank DD, PT DD Insurance, and PT DD Sekuritas, within this Financial Conglomerate, they serve as Intermediary Parent Entities. Intermediary Parent Entities remain members of the Financial Conglomerate like other FSIs in this Financial Conglomerate (i.e., PT Bank DD Digital, PT Bank DD Syariah, PT DD Life Insurance, PT DD Multifinance, DD Securities Pte. Ltd., PT DD Asset Management, PT BPR DG, and PT QQ). PT DD Korporasi is the PIKK (Non-Operational PIKK).

Article 9

Paragraph (1)

It is clear enough.

Paragraph (2)

Adequate capability is demonstrated, among others, by having the largest total assets and/or stronger capitalization among FSIs within the Financial Conglomerate.

Adequate management of FSIs is demonstrated, among others, by the application of good risk management and governance.

Paragraph (3)

It is clear enough.

Article 10

Paragraph (1)

Included in companies owned by the PSP and/or PSPT are companies owned by the PSP and/or PSPT that were previously established through the acquisition of other companies or the establishment of new companies to be formed as a Non-Operational PIKK.

Paragraph (2)

It is clear enough.

Paragraph (3)

It is clear enough.

Article 11

Paragraph (1)

Letter a

It is clear enough.

Letter b

It is clear enough.

Letter c

It is clear enough.

Letter d

It is clear enough.

Letter e

It is clear enough.

Letter f

It is clear enough.

Letter g

It is clear enough.

Letter h

It is clear enough.

Letter i

It is clear enough.

Letter j

It is clear enough.

Letter k

It is clear enough.

Letter l

What is meant by “other FSIs” are other financial service institutions declared by the Financial Services Authority to be able to become members of the Financial Conglomerate.

Paragraph (2)

It is clear enough.

Paragraph (3)

Non-FSI entities designated by the Financial Services Authority as part of the Financial Conglomerate are subsidiaries of the PIKK and/or subsidiaries of Financial Conglomerate members that support the business activities of FSIs and/or the Financial Conglomerate.

Examples of non-FSI entities that support the business activities of FSIs and/or the Financial Conglomerate, including:

a. financial sector technology innovation providers that have obtained business licenses from the Financial Services Authority; and

b. entities that receive bank capital participation supporting bank business activities, in accordance with applicable legislation.

Article 12

Excluded from the Financial Conglomerate and the formation of a PIKK are relationships between Banks owned by the central government (State-Owned Banks) or owned by local governments, along with their ownership in other FSIs.

Example:

Explanation Example 1:

a. Relationships between FSIs owned and directly controlled by the central government are excluded from the Financial Conglomerate and the formation of a PIKK.

b. The Financial Conglomerate and formation of a PIKK are carried out for each FSI group (Bank AB group, Bank KL group, Bank ST group, and Bank XY group) if they meet the criteria.

Explanation Example 2:

a. Relationships between FSIs owned and directly controlled by local governments are excluded from the Financial Conglomerate and the formation of a PIKK.

b. The Financial Conglomerate and formation of a PIKK are carried out for each FSI group (Bank CD group, and Bank PQ group) if they meet the criteria.

Relationships between FSIs Owned and Directly Controlled by the Government (Central/Local)

Example 1

PSP
(Republic of Indonesia Government)

Formation of PIKK
EXCLUDED

Bank AB
(State-Owned Bank)

Bank KL
(State-Owned Bank)

Bank ST
(State-Owned Bank)

Bank XY
(State-Owned Bank)

PT Bank EF

PT Bank AB Syariah

PT AB
Insurance

PT AB Multifinance

PT Bank MN

PT KL
Insurance

PT KL Multifinance

PT AB Sekuritas

PT KL Sekuritas

PT Bank VW

PT ST
Insurance

PT ST Multifinance

PT ST Sekuritas

Example 2

PSP
(Local Government A)

Formation of PIKK
EXCLUDED

Bank CD
(Regional Bank)

Bank PQ
(Regional Bank)

PT Bank CD Syariah

PT CD Sekuritas

Article 13

Example:

Explanation:

a. Based on the chart example above, this FSI structure consists entirely of people's economy banks and/or people's economy Sharia banks within 1 (one) group or cluster.

b. Thus, this condition does not meet the criteria for a Financial Conglomerate (excluded from Financial Conglomerate and PIKK regulations).

Article 14

Example:

Explanation Example 1:

Based on the chart example above, this Financial Conglomerate consists of:

a. PT Bank ST as the PIKK (i.e., Operational PIKK).

b. PT ST Multifinance as a member of the Financial Conglomerate.

c. KCBLN XY Bank Ltd. is excluded as a member of the Financial Conglomerate.

Explanation Example 2:

Based on the chart example above, where besides KCBLN there is only 1 FSI with PT legal status and it is a homogeneous FSI (Bank with Bank/KCBLN), this condition does not meet the criteria for a Financial Conglomerate (excluded from Financial Conglomerate and PIKK regulations).

Article 15

It is clear enough.

Chart of FSI Structure Excluded from Financial Conglomerate and Parent Company of Financial Conglomerate Regulations

PT BPR A PT BPRS ABC

PSP/PSPT Other Shareholders

PT BPR AB

Financial Conglomerate in the event of the existence of Branch Offices of Banks Located Abroad (KCBLN)

XY Bank Ltd.
(Foreign Legal Entity)

PT Bank ST

XY Bank Ltd.
Jakarta Branch
(KCBLN)

PT ST Multifinance

XY Bank Ltd.
(Foreign Legal Entity)

PT Bank ST

XY Bank Ltd.
Jakarta Branch
(KCBLN)

Example 1 Example 2

Article 16

Paragraph (1)

Letter a

It is clear enough.

Letter b

It is clear enough.

Letter c

It is clear enough.

Letter d

It is clear enough.

Letter e

Number 1

It is clear enough.

Number 2

Board of Directors members, including equivalents, include, among others, managers in pension funds.

Number 3

It is clear enough.

Letter f

It is clear enough.

Letter g

What is meant by “Board of Directors members and Board of Commissioners members of the FSI acting as the Operational PIKK” are Board of Directors and Board of Commissioners members who are currently serving in the FSI acting as the Operational PIKK.

Board of Commissioners members include equivalents, such as supervisory boards in pension funds.

Letter h

What is meant by “Board of Directors members” are Board of Directors members who are currently serving in the FSI acting as the Operational PIKK who will receive additional portfolio assignments to oversee functions or units managing the Financial Conglomerate.

What is meant by “candidate Board of Directors members” are candidate Board of Directors members (new entry) who will oversee functions or units managing the Financial Conglomerate.

Letter i

For candidate Board of Directors members overseeing functions or units managing the Financial Conglomerate who originate from the FSI's Board of Directors, no re-assessment of competence and propriety is conducted.

Letter j

It is clear enough.

Letter k

It is clear enough.

Letter l

It is clear enough.

Paragraph (2)

It is clear enough.

Article 17

Paragraph (1)

It is clear enough.

Paragraph (2)

Approval or rejection from the Financial Services Authority is conducted regarding the formation of a PIKK and members of the Financial Conglomerate.

Paragraph (3)

It is clear enough.

Article 18

It is clear enough.

Article 19

It is clear enough.

Article 20

It is clear enough.

Article 21

It is clear enough.

Article 22

Paragraph (1)

It is clear enough.

Paragraph (2)

Letter a

It is clear enough.

Letter b

It is clear enough.

Letter c

It is clear enough.

Letter d

One of the matters that must be included in the articles of association regarding ownership includes a clause stating that the PSP and/or PSPT owning the PIKK must meet the competence and propriety assessment requirements for key parties of financial service institutions and other Financial Services Authority regulations related thereto.

Letter e

It is clear enough.

Letter f

It is clear enough.

Letter g

It is clear enough.

Paragraph (3)

It is clear enough.

Article 23

It is clear enough.

Article 24

It is clear enough.

Article 25

Paragraph (1)

It is clear enough.

Paragraph (2)

It is clear enough.

Paragraph (3)

It is clear enough.

Paragraph (4)

It is clear enough.

Paragraph (5)

It is clear enough.

Paragraph (6)

Certain conditions, including, among others, the existence of crisis threats or financial system crises as referred to in laws regarding the development and strengthening of the financial sector, and the availability or fulfillment of supporting legislation for the formation of a PIKK.

Paragraph (7)

It is clear enough.

Article 26

It is clear enough.

Article 27

It is clear enough.

Article 28

It is clear enough.

Article 29

It is clear enough.

Article 30

Example:

In the event that the FSI acting as the Operational PIKK is a commercial bank, capital participation is implemented in accordance with regulations of the Financial Services Authority regarding capital participation activities by commercial banks and other applicable legislation for commercial banks.

Article 31

It is clear enough.

Article 32

It is clear enough.

Article 33

Paragraph (1)

A Non-Operational PIKK has its own income sources, aiming, among others, to ensure that the Non-Operational PIKK does not become overly dependent on the size of dividends from Financial Conglomerate members, which could hinder the growth (expansion) of the business of Financial Conglomerate members.

Letter a

It is clear enough.

Letter b

High-quality securities, including, among others, securities issued by the central government and Bank Indonesia in Rupiah and foreign currency, securities issued or guaranteed by other countries' governments with high ratings, central banks of other countries with high ratings, public sector entities, multilateral development banks, and/or international institutions.

Letter c

What is meant by “deposits” are funds entrusted by customers to commercial banks based on a deposit agreement in the form of checking accounts, time deposits, certificates of deposit, savings, and/or other forms equated therewith.

What is meant by “investment” are funds entrusted by customers to Sharia commercial banks and/or Sharia business units based on mudharabah agreements or other agreements not contrary to Sharia principles, where the risk is borne by the investor customer.

Letter d

Arm's length principle cooperation is a condition of cooperation or support between parties that is independent like unrelated parties, including having equality and being based on fair cooperation or support so as to minimize conflicts of interest.

Paragraph (2)

In certain conditions, including, among others, in the context of improving or enhancing the financial condition of Financial Conglomerate members.

Article 34

Paragraph (1)

It is clear enough.

Paragraph (2)

What is meant by “net equity” is the sum of paid-up capital, reserves, and profits, minus participations and losses.

Article 35

It is clear enough.

Article 36

It is clear enough.

Article 37

Letter a

Responsible for the application of prudential principles across the Financial Conglomerate as a whole, including, among others, responsible for the application of risk management, internal control mechanisms, internal audit, and compliance functions.

Letter b

Responsible for managing Financial Conglomerate relations, including, among others, capital and liquidity management, assessment of material risk impacts that may arise from decisions made at the broader group level, management of service level agreements, and routine reporting and consultation channels with related companies in the broader group and the ultimate parent company.

Letter c

Responsible for strengthening, handling, and/or resolving financial issues, including, among others, providing capital and liquidity to support Financial Conglomerate members when necessary, and supporting the recovery plans and resolution plans of Financial Conglomerate members.

Letter d

It is clear enough.

Article 38

Paragraph (1)

It is clear enough.

Paragraph (2)

Letter a

It is clear enough.

Letter b

It is clear enough.

Letter c

It is clear enough.

Letter d

It is clear enough.

Letter e

Financial and non-financial targets are set annually.

Letter f

It is clear enough.

Letter g

It is clear enough.

Letter h

It is clear enough.

Letter i

It is clear enough.

Letter j

It is clear enough.

Letter k

It is clear enough.

Letter l

It is clear enough.

Article 39

It is clear enough.

Article 40

Paragraph (1)

It is clear enough.

Paragraph (2)

It is clear enough.

Paragraph (3)

The PIKK coordinates with Financial Conglomerate members to communicate strategic policy directions before conveying business plan directions and corporate plans.

Each Financial Conglomerate member aligns the preparation of its business plan and corporate plan with the Financial Conglomerate's corporate plan so that there is alignment between the strategic plans of Financial Conglomerate members and the strategic plan of the Financial Conglomerate.

Article 41

Paragraph (1)

It is clear enough.

Paragraph (2)

Letter a

It is clear enough.

Letter b

Evaluation of the previous period's Financial Conglomerate performance covers financial and non-financial aspects.

For Financial Conglomerates preparing their first corporate plan or submitting a corporate plan to the Financial Services Authority, the evaluation of the previous period's performance does not need to be included.

Letter c

Internal environment analysis includes, among others, business environment, organization, human resources, and technology, including an analysis of the strengths and weaknesses of the Financial Conglomerate.

External environment analysis includes, among others, analysis of macroeconomic variables, including, among others, economic growth, exchange rates, inflation, interest rates, financial performance, including an analysis of opportunities and challenges or threats to the Financial Conglomerate.

In preparing the internal and external environment analysis, supported by the assumptions used.

Letter d

Financial Conglomerate objectives and strategies are aligned with the vision and mission of the Financial Conglomerate.

Financial Conglomerate objectives include financial objectives and may include non-financial objectives.

Financial objectives must at least include a summary of main financial projection items consisting of a summary of main items from the balance sheet, a summary of main items from the income statement, and key financial ratios for capitalization, liquidity, and profitability.

The summary of main items from the balance sheet and the summary of main items from the income statement also include funding plans and investment plans, as well as revenue and expense targets to be booked.

Non-financial objectives include, among others, service performance targets, customer engagement, and so on.

Paragraph (3)

Example:

The corporate plan for the period from 2025 to 2029 is submitted to the Financial Services Authority no later than the end of November 2024.

Article 42

Paragraph (1)

External conditions include, among others, economic slowdown, target industry profiles being disrupted thereby significantly affecting the objectives, strategies, or performance of the Financial Conglomerate.

Internal conditions include, among others, changes in strategy or business transformation of the Financial Conglomerate, performance of FSI members of the Financial Conglomerate not being achieved thereby significantly affecting the objectives, strategies, or performance of the Financial Conglomerate.

Paragraph (2)

It is clear enough.

Paragraph (3)

Example:

The corporate plan for Financial Conglomerate ABC is prepared for the period from 2025 to 2029.

Financial Conglomerate ABC, which will change its corporate plan for the years 2027 to 2029, submits the change to the corporate plan for Financial Conglomerate ABC for 2025 to 2029 at any time before or together with the deadline at the end of November 2026.

Article 43

It is clear enough.

Article 44

Paragraph (1)

What is meant by “corporate charter” is a written commitment between the PIKK and Financial Conglomerate members.

Paragraph (2)

It is clear enough.

Paragraph (3)

Characteristics of the Financial Conglomerate's business include, among others, the number of business activity sectors of Financial Conglomerate members.

Complexity of the Financial Conglomerate's business includes, among others, types of products and activities, number of office networks, and locations of office networks of Financial Conglomerate members.

Paragraph (4)

Signing is conducted by:

a. the President Director and/or Director overseeing the function or unit managing the PIKK's Financial Conglomerate; and

b. the President Director of the Financial Conglomerate member or another Director representing.

Article 45

It is clear enough.

Article 46

It is clear enough.

Article 47

Paragraph (1)

It is clear enough.

Paragraph (2)

Letter a

It is clear enough.

Letter b

Control over Financial Conglomerate members can be done by means, including:

1. directly managing and/or influencing the policies of Financial Conglomerate members;

2. cooperating or taking actions in concert to achieve common goals in controlling Financial Conglomerate members (acting in concert);

3. having the authority to determine and/or dismiss Board of Directors members, Board of Commissioners members, and/or key parties of Financial Conglomerate members; and/or

4. indirectly influencing or managing and/or policies of Financial Conglomerate members.

Control is proven, among others, by the existence of agreements between shareholders, results of examinations conducted by the Financial Services Authority, and minutes of meetings.

Letter c

It is clear enough.

Letter d

It is clear enough.

Paragraph (3)

What is meant by “founding partners” are employers who include some or all of their employees in pension programs organized by employer pension funds.

Letter a

Example:

Financial Conglomerate X has a PIKK in the form of PT X. PT X is the founder of the PT X Employee Pension Fund. Thus, the PT X Employee Pension Fund becomes a member of Financial Conglomerate X.

Letter b

Example:

Financial Conglomerate Y consists of PT Y as the PIKK, and 2 (two) Financial Conglomerate members, namely PT A and PT B. PT B is the founder of the PT B Employee Pension Fund. Thus, the PT B Employee Pension Fund becomes a member of Financial Conglomerate Y.

Article 48

It is clear enough.

Article 49
Paragraph (1)
Changes in ownership or Control, among others, relate to mergers, consolidations, takeovers, and the purchase of shares of the Parent Company of Financial Conglomerates (PIKK) by Financial Service Institutions (PSP) and/or New Financial Service Institutions (PSPT). Paragraph (2) Approval from the Financial Services Authority (OJK) is conducted through a process of assessing competence and propriety in accordance with the OJK's regulations regarding the assessment of competence and propriety for key parties of financial service institutions.

Article 50
Paragraph (1)
Corporate actions, among others, include the transfer of PIKK shares to a new controller such that it no longer meets the criteria as a PIKK, or the PIKK merges or consolidates with another company (entity) such that the legal entity status of the PIKK ends due to law. Example:
If a corporate action plan is to be carried out on October 31, 2024, the documents must be received by the Financial Services Authority by September 26, 2024.
Paragraph (2)
Is sufficiently clear.
Paragraph (3)
Is sufficiently clear.

Article 51
Paragraph (1)
Changes in ownership or control, among others, relate to mergers, consolidations, takeovers, and the purchase of shares of members of the Financial Conglomerate by other parties (PSP and/or PSPT), such that ownership of the PIKK transfers to such parties. Regulatory provisions, among others, include the Law regarding Limited Liability Companies and Financial Services Authority regulations regarding mergers, consolidations, takeovers, integration, and conversion of commercial banks. Paragraph (2) Is sufficiently clear.

Article 52
Is sufficiently clear.

Article 53
Is sufficiently clear.

Article 54
Is sufficiently clear.

Article 55
Provisions of other applicable legislation for Financial Service Institutions (LJK), among others, include government regulations regarding mergers, consolidations, and takeovers of banks, and government regulations regarding foreign ownership in insurance companies.

Article 56
Paragraph (1)
Is sufficiently clear.
Paragraph (2)
Letter a
Is sufficiently clear.
Letter b
The deed of amendment to the articles of association contains a list of shareholders recorded in the articles of association of the Non-operational PIKK, including details of the number of shareholdings after the distribution of stock dividends.

Article 57
Paragraph (1)
Does not result in changes to Control, whether in the form of replacement, reduction, and/or addition of Control.
Paragraph (2)
Changes in ownership composition, namely changes related to the nominal and/or percentage of ownership.
Paragraph (3)
Changes in ownership composition that do not change paid-up capital, among others, are caused by the buying and selling of shares among existing owners, and the direct purchase of shares of Non-operational PIKK that are not public companies (not Tbk). Paragraph (4) The report on composition or list of share ownership is intended to see changes in composition or list of ownership caused by the replacement and/or addition of owners due to the purchase of shares through the stock exchange. Paragraph (5) Is sufficiently clear.

Article 58
Is sufficiently clear.

Article 59
Paragraph (1)
What is meant by "competent authority" is the ministry in charge of law.
Paragraph (2)
Is sufficiently clear.

Article 60
Is sufficiently clear.

Article 61
Is sufficiently clear.

Article 62
Paragraph (1)
Is sufficiently clear.
Paragraph (2)
Is sufficiently clear.
Paragraph (3)
Regulatory provisions, among others, include Financial Services Authority regulations regarding the public offering of equity securities and Indonesia Stock Exchange regulations regarding the listing of shares and equity securities.

Article 63
Is sufficiently clear.

Article 64
Is sufficiently clear.

Article 65
Is sufficiently clear.

Article 66
Is sufficiently clear.

Article 67
Is sufficiently clear.

Article 68
Provisions related to the management of Financial Service Institutions (LJK) acting as Operational PIKK, among others, regarding the number of managers for PIKK and the obligation to have directors who oversee functions or units for the management of the Financial Conglomerate.

Article 69
Paragraph (1)
The functions or units for the management of the Financial Conglomerate carry out, among others, the business activities of the Operational PIKK.
Paragraph (2)
Concurrent positions of directors must still pay attention to limitations and prohibitions in accordance with applicable regulatory provisions.
Paragraph (3)
Is sufficiently clear.
Paragraph (4)
Is sufficiently clear.
Paragraph (5)
What is meant by "regulatory provisions" includes, among others, Financial Services Authority regulations regarding the application of governance for commercial banks, the application of governance for insurance companies, and the application of governance for financing companies.

Article 70
Paragraph (1)
Fulfillment of board of directors members exceeding 3 (three) people considers the complexity and/or number of members of the Financial Conglomerate.
Paragraph (2)
Fulfillment of board of commissioners members exceeding 3 (three) people considers the complexity and/or number of members of the Financial Conglomerate.
Paragraph (3)
What is meant by "independent commissioner" is a member of the board of commissioners who does not have financial, managerial, shareholding, and/or family relationships with board of directors members, other board of commissioners members, and/or PSP including PSPT within the Financial Conglomerate, or relationships with Non-operational PIKK, members of the Financial Conglomerate, and/or parties and interests outside the Financial Conglomerate more broadly that could influence the relevant person's ability to act independently. What is meant by "non-independent commissioner" is a member of the board of commissioners who is not an independent commissioner. Paragraph (4) Example:
If the number of board of commissioners members is 3 (three) people, the number of independent commissioners is at least 2 (two) people.

Article 71
Is sufficiently clear.

Article 72
Is sufficiently clear.

Article 73
Is sufficiently clear.

Article 74
Paragraph (1)
What is meant by "official at Non-operational PIKK" is someone who is directly responsible to board of directors members or has significant influence over the policy and/or operations of Non-operational PIKK, including executive officials. Paragraph (2) Is sufficiently clear. Paragraph (3) Is sufficiently clear.

Article 75
Is sufficiently clear.

Article 76
Is sufficiently clear.

Article 77
Is sufficiently clear.

Article 78
Is sufficiently clear.

Article 79
Is sufficiently clear.

Article 80
Paragraph (1)
Is sufficiently clear.
Paragraph (2)
Is sufficiently clear.
Paragraph (3)
Letter a
Is sufficiently clear.
Letter b
Is sufficiently clear.
Letter c
Competency requirements include understanding regarding the objectives, structure, strategy, material activities, and material risks in the Financial Conglomerate.
Paragraph (4)
Is sufficiently clear.
Paragraph (5)
Is sufficiently clear.
Paragraph (6)
Is sufficiently clear.
Paragraph (7)
Is sufficiently clear.

Article 81
Paragraph (1)
See explanation of Article 74 paragraph (1).
Paragraph (2)
Is sufficiently clear.
Paragraph (3)
Is sufficiently clear.

Article 82
Is sufficiently clear.

Article 83
Paragraph (1)
This provision confirms the prohibition of cross-ownership, both directly and indirectly, within the Financial Conglomerate, namely towards PIKK and members of the Financial Conglomerate.
Paragraph (2)
Regulations are the Law regarding Limited Liability Companies.
Letter a
Example:
PIKK X has 2 (two) subsidiaries, namely Bank ABC and Insurance CDE. Bank ABC can hold a minority share in Insurance CDE or vice versa, Insurance CDE can hold a minority share in Bank ABC. However, Bank ABC and Insurance CDE are not permitted to hold shares in each other, even if the amount is minority. Letter b Example:
Bank ABC, which is a subsidiary of PIKK X, has a subsidiary namely BPR FGH. PIKK X can hold shares in BPR FGH. However, BPR FGH is not permitted to be a shareholder of Bank ABC and/or PIKK X, even if the amount is minority.

Article 84
Is sufficiently clear.

Article 85
Paragraph (1)
What is meant by "bank business group" is a bank business group as per Financial Services Authority regulations regarding the consolidation of commercial banks.
What is meant by "parent company executor" is a parent company executor as per Financial Services Authority regulations regarding the consolidation of commercial banks.
Paragraph (2)
The fulfillment of minimum core capital requirements is carried out in accordance with Financial Services Authority regulations regarding the consolidation of commercial banks.
What is meant by "banking synergy" is banking synergy as per Financial Services Authority regulations regarding commercial banks and Financial Services Authority regulations regarding Sharia commercial banks. Paragraph (3) Is sufficiently clear.

Article 86
Letter a
Is sufficiently clear.
Letter b
Is sufficiently clear.
Letter c
Is sufficiently clear.
Letter d
Is sufficiently clear.
Letter e
Related parties among others include non-financial companies owned and/or controlled by PSP or PSPT.
Other related parties among others include PSP, PSPT, or parties that have financial transaction relationships with the Financial Conglomerate.

Article 87
Is sufficiently clear.

Article 88
Is sufficiently clear.

Article 89
Exceptions, among others, relate to mandatory tender offers for public companies (Tbk).

Article 90
Is sufficiently clear.

Article 91
Is sufficiently clear.

Article 92
Paragraph (1)
Letter a
Termination of status as PIKK, among others, is a business decision from PSP and/or PSPT regarding PIKK and/or the Financial Conglomerate that impacts the PIKK.
Letter b
Is sufficiently clear.
Paragraph (2)
Is sufficiently clear.
Paragraph (3)
Is sufficiently clear.

Article 93
Is sufficiently clear.

Article 94
Paragraph (1)
Is sufficiently clear.
Paragraph (2)
Force majeure conditions, among others, include the failure of the Financial Services Authority's reporting system.
The Financial Services Authority's correspondence system with the address https://sipenaojk.ojk.go.id or other addresses designated by the Financial Services Authority.
Paragraph (3)
Force majeure conditions, among others, include the failure of the Financial Services Authority's correspondence system.
Submission is directed to the work unit within the Financial Services Authority that oversees the supervision function regarding the Financial Conglomerate.

Article 95
Is sufficiently clear.

Article 96
Is sufficiently clear.

Article 97
Is sufficiently clear.

Article 98
Is sufficiently clear.

Article 99
Is sufficiently clear.

Article 100
Is sufficiently clear.

ADDITIONAL ANNEX OF THE GAZETTE OF THE REPUBLIC OF INDONESIA NUMBER 110/OJK