Financial Services Authority Regulation Number 11/POJK.04/2017 on the Report of Ownership or Any Change in Ownership of Shares of an Open Company

COPY
FINANCIAL SERVICES AUTHORITY REGULATION
NUMBER 11/POJK.04/2017
ON
THE REPORT OF OWNERSHIP OR ANY CHANGE IN OWNERSHIP OF SHARES OF AN OPEN COMPANY BY THE GRACE OF THE ALMIGHTY GOD, THE BOARD OF COMMISSIONERS OF THE FINANCIAL SERVICES AUTHORITY, Considering:
a. that in order to align with international standards and improve the quality of information disclosure by certain shareholders, it is necessary to replace the Financial Services Authority Regulation Number 60/POJK.04/2015 on the Disclosure of Information Regarding Certain Shareholders; b. that based on the considerations referred to in letter a, it is necessary to establish a Financial Services Authority Regulation on the Report of Ownership or Any Change in Ownership of Shares of an Open Company; Recalling:

1. Law Number 8 of 1995 concerning Capital Markets (State Gazette of the Republic of Indonesia Year 1995 Number 64, Supplement to the State Gazette of the Republic of Indonesia Number 3608);
   FINANCIAL SERVICES AUTHORITY
   REPUBLIC OF INDONESIA

2. 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);
   DECIDING:
   Establishing: FINANCIAL SERVICES AUTHORITY REGULATION ON THE REPORT OF OWNERSHIP OR ANY CHANGE IN OWNERSHIP OF SHARES OF AN OPEN COMPANY.

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

1. Open Company is an Emitter that has conducted a Public Offering of Equity Securities or a Public Company.
2. Emitter is a Party that conducts a Public Offering.
3. Party is an individual, company, joint venture, association, or organized group.
4. Board of Directors is an organ of the Open Company that has the authority and is fully responsible for the management of the Open Company for the interests of the Open Company, in accordance with the purpose and objectives of the Open Company, and represents the Open Company, both in and out of court, in accordance with the provisions of the articles of association.
5. Board of Commissioners is an organ of the Open Company tasked with conducting general and/or specific supervision in accordance with the articles of association and providing advice to the Board of Directors.

CHAPTER II
SUBMISSION OF REPORTS
Article 2
(1) Members of the Board of Directors or members of the Board of Commissioners are required to report to the Financial Services Authority regarding their ownership and any changes in their ownership of shares in an Open Company, whether directly or indirectly. (2) The obligation referred to in paragraph (1) also applies to any Party that holds shares, whether directly or indirectly, of at least 5% (five percent) of the paid-up capital in an Open Company. (3) The obligation to report changes in ownership of shares in an Open Company for Parties as referred to in paragraph (2) applies to any change in ownership of at least 0.5% (zero point five percent) of the shares paid-up in an Open Company, whether in one (1) or several transactions. (4) The reports referred to in paragraph (1) and paragraph (2) must be submitted no later than 10 (ten) days from the occurrence of the ownership or change in ownership of shares in the Open Company.

Article 3
(1) An Open Company is required to have a policy regarding the obligation of members of the Board of Directors and members of the Board of Commissioners to submit information to the Open Company regarding their ownership and any changes in their ownership of shares in the Open Company. (2) The submission of information as referred to in paragraph (1) must be done no later than 3 (three) working days after the occurrence of ownership or any change in ownership of shares in the Open Company. (3) The implementation of the policy as referred to in paragraph (1) must be disclosed in the annual report or the website of the Open Company.

Article 4
Parties as referred to in Article 2 paragraph (1) and paragraph (2) may grant a written power of attorney to another party to report ownership and any changes in their ownership of shares in an Open Company.

Article 5
The submission of reports on ownership and any changes in ownership of shares as referred to in Article 4 must be done no later than 5 (five) days from the occurrence of ownership or change in ownership of shares in the Open Company.

Article 6
In the event that the deadline for submitting reports as referred to in Article 2 paragraph (4) and Article 5 falls on a holiday, the share ownership report must be submitted no later than 1 (one) working day thereafter.

Article 7
(1) The reports as referred to in Article 2 must include at least:
a. name, place of residence, and citizenship; b. name of the shares of the Open Company;
c. number of shares and percentage of share ownership before and after the transaction;
d. number of shares purchased or sold; e. purchase or sale price per share; f. transaction date; g. purpose of the transaction; h. status of share ownership (direct or indirect); and
i. in the event of indirect share ownership, information regarding shareholders recorded in the register of shareholders of the Open Company for the benefit of beneficial owners must be disclosed.

(2) The form and content of the reports as referred to in paragraph (1) must be prepared in accordance with the format for the Report of Ownership or Any Change in Ownership of Shares of an Open Company as contained in the Appendix, which is an integral part of this Financial Services Authority Regulation. (3) In the event that the submission of reports and any changes in ownership of shares is carried out as referred to in Article 5, the reports as referred to in paragraph (1) must be accompanied by a photocopy of the power of attorney.

Article 8
Copies of the reports as referred to in Article 2 are available for public inspection and can be duplicated at the Financial Services Authority.

CHAPTER III
SANCTION PROVISIONS
Article 9
(1) Without prejudice to criminal provisions in the capital market sector, the Financial Services Authority has the authority to impose administrative sanctions on any party that violates the provisions of this Financial Services Authority Regulation, including parties causing the violation, in the form of:
a. written warning; b. fine, namely the obligation to pay a certain amount of money;
c. restriction of business activities;
d. suspension of business activities; e. revocation of business license; f. cancellation of approval; and g. cancellation of registration.
(2) Administrative sanctions as referred to in paragraph (1) letters b, c, d, e, f, or g may be imposed with or without prior imposition of administrative sanctions in the form of a written warning as referred to in paragraph (1) letter a. (3) Administrative sanctions in the form of a fine as referred to in paragraph (1) letter b may be imposed separately or concurrently with the imposition of administrative sanctions as referred to in paragraph (1) letters c, d, e, f, or g.

Article 10
In addition to administrative sanctions as referred to in Article 9 paragraph (1), the Financial Services Authority may take specific actions against any party that violates the provisions of this Financial Services Authority Regulation.

Article 11
The Financial Services Authority may announce the imposition of administrative sanctions as referred to in Article 9 paragraph (1) and specific actions as referred to in Article 10 to the public.

CHAPTER IV
CLOSING PROVISIONS
Article 12
Upon the implementation of this Financial Services Authority Regulation, the Financial Services Authority Regulation Number 60/POJK.04/2015 on the Disclosure of Information Regarding Certain Shareholders (State Gazette of the Republic of Indonesia Year 2015 Number 411, Supplement to the State Gazette of the Republic of Indonesia Number 5829) is repealed and declared invalid.

Article 13
This Financial Services Authority Regulation comes into force on the date of enactment.

This copy is consistent with the original
Legal Director 1
Legal Department signed
Yuliana

For the information of all concerned, ordering the enactment of this Financial Services Authority Regulation by placing it in the State Gazette of the Republic of Indonesia. Established in Jakarta on 14 March 2017 CHAIRMAN OF THE BOARD OF COMMISSIONERS FINANCIAL SERVICES AUTHORITY, signed MULIAMAN D. HADAD

Enacted in Jakarta on 14 March 2017

MINISTER OF LAW AND HUMAN RIGHTS
REPUBLIC OF INDONESIA, signed
YASONNA H. LAOLY
STATE GAZETTE OF THE REPUBLIC OF INDONESIA YEAR 2017 NUMBER 48

EXPLANATION
OF
FINANCIAL SERVICES AUTHORITY REGULATION
NUMBER 11/POJK.04/2017
ON
THE REPORT OF OWNERSHIP OR ANY CHANGE IN OWNERSHIP OF SHARES OF AN OPEN COMPANY

I. GENERAL
That the obligation to report to the Financial Services Authority regarding ownership of shares in an Open Company of at least 5% (five percent) has been regulated in Financial Services Authority Regulation Number 60/POJK.04/2015 on the Disclosure of Information Regarding Certain Shareholders. However, in order to improve the investment climate and protection for minority investors, it is necessary to refine the regulations regarding information disclosure on ownership of shares in an Open Company of at least 5% (five percent). The refinement is carried out among others by regulating:
a. the reporting obligation for parties who own shares in an Open Company of at least 5% (five percent), whether directly or indirectly (beneficial owner). b. the reporting obligation by parties who own shares in an Open Company of at least 5% (five percent), whether directly or indirectly, may be granted in writing to another party, with the consequence that the deadline for submitting the report is accelerated to 5 (five) days from the occurrence of ownership or change in ownership of shares in the Open Company.
c. the obligation to report changes in ownership of shares in an Open Company applies to any change in ownership of at least 0.5% (zero point five percent) of the shares paid-up in an Open Company.
Considering the above matters, it is necessary to amend Financial Services Authority Regulation Number 60/POJK.04/2015 on the Disclosure of Information Regarding Certain Shareholders by establishing a Financial Services Authority Regulation on the Report of Ownership or Any Change in Ownership of Shares of an Open Company.

II. ARTICLE BY ARTICLE
Article 1
Sufficiently clear.

Article 2
Paragraph (1)
What is meant by “ownership of shares in an Open Company” is the ownership of shares in an Open Company by members of the Board of Directors or members of the Board of Commissioners serving in that Open Company. Paragraph (2) What is meant by “parties who own shares indirectly” is parties who own shares in an Open Company through other parties. Such parties are the actual beneficial owners (ultimate beneficial owner) of such shares and/or part of the ownership chain up to the actual owner. Paragraph (3) The obligation arises since 0.5% (zero point five percent) change in share ownership is achieved. Paragraph (4) Sufficiently clear.

Article 3
Sufficiently clear.

Article 4
Sufficiently clear.

Article 5
The granting of this power of attorney does not eliminate the responsibility of the party as a share owner to ensure the submission of reports as regulated in this Financial Services Authority Regulation.

Article 6
Sufficiently clear.

Article 7
Sufficiently clear.

Article 8
Sufficiently clear.

Article 9
Sufficiently clear.

Article 10
What is meant by “specific actions” includes, among others:
a. postponement of the issuance of an effectiveness statement, for example, an effectiveness statement for business mergers or consolidations; and b. postponement of the issuance of a Financial Services Authority statement that there are no further responses to documents submitted to the Financial Services Authority in the context of capital increases with Preemptive Rights of an Open Company.

Article 11
The announcement of the imposition of administrative sanctions and specific actions by the Financial Services Authority is conducted through the Financial Services Authority website or the Financial Services Authority annual report.

Article 12
Sufficiently clear.

Article 13
Sufficiently clear.
SUPPLEMENT TO THE STATE GAZETTE OF THE REPUBLIC OF INDONESIA NUMBER 6032

FINANCIAL SERVICES AUTHORITY
REPUBLIC OF INDONESIA
APPENDIX
FINANCIAL SERVICES AUTHORITY REGULATION
NUMBER 11/POJK.04/2017
ON
THE REPORT OF OWNERSHIP OR ANY CHANGE IN OWNERSHIP OF SHARES OF AN OPEN COMPANY

REPORT OF OWNERSHIP OR ANY CHANGE IN OWNERSHIP OF SHARES OF AN OPEN COMPANY
Number: ......................., ..................
Attachment:
Subject:
To
The Executive Head of Market Supervision
Financial Services Authority in Jakarta

I, the undersigned below:
Name: ...................................................................................
Full Address: ...................................................................................
(street name and number)
................................................... -
Phone Number: ...................................................................................
Citizenship: ...................................................................................
in accordance with Article ... of Financial Services Authority Regulation Number .............
concerning the Disclosure of Information Regarding Certain Shareholders, reporting that I have owned shares in an Open Company with the following details:

1. Name of shares of the Open Company
2. Number of shares and percentage
   of share ownership before and after the transaction
3. Number of shares purchased or
   sold
4. Purchase or sale price per
   share
5. Transaction date
6. Purpose of the transaction
7. Status of share ownership ☑ Direct
   ☑ Indirect
   Explanation:
   ..(fill in information regarding shareholders recorded in the register of shareholders for the benefit of
   beneficial owners).........................

This is submitted, thank you for your attention.
................................................
(full name and signature)
Established in Jakarta on 14 March 2017
CHAIRMAN OF THE BOARD OF COMMISSIONERS
FINANCIAL SERVICES AUTHORITY signed
MULIAMAN D. HADAD