Financial Services Authority Regulation Number 35/POJK.04/2014 Concerning Company Secretaries of Issuers or Public Companies

FINANCIAL SERVICES AUTHORITY
REPUBLIC OF INDONESIA
COPY
FINANCIAL SERVICES AUTHORITY REGULATION
NUMBER 35 /POJK.04/2014
CONCERNING
COMPANY SECRETARIES OF ISSUERS OR PUBLIC COMPANIES BY THE GRACE OF GOD THE ALMIGHTY, THE COMMISSIONERS COUNCIL OF THE FINANCIAL SERVICES AUTHORITY, Considering:
a. that in order to encourage the performance of Issuers or Public Companies, protect the interests of stakeholders, and increase compliance with legislation, the implementation of good corporate governance is required; b. that in order to increase openness, services, and communication to stakeholders as the implementation of good corporate governance principles by Issuers or Public Companies, the qualifications and role of company secretaries need to be improved through the refinement of regulations regarding company secretaries of Issuers or Public Companies;
c. that based on the considerations as referred to in letters a and b, it is necessary to establish a Financial Services Authority Regulation regarding Company Secretaries of Issuers or Public Companies;
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);
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 CONCERNING COMPANY SECRETARIES OF ISSUERS OR PUBLIC COMPANIES.

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

1. Company Secretary is an individual or the person in charge of a work unit that performs the function of a company secretary.
2. Website is a collection of web pages containing information or data that can be accessed through an internet network system.

Article 2
(1) Issuers or Public Companies are required to have a company secretary function.
(2) The company secretary function as referred to in paragraph (1) is carried out by:
a. an individual; or b. a work unit.
(3) The work unit as referred to in paragraph (2) letter b is led by a person in charge.

Article 3
(1) The Company Secretary is appointed and dismissed based on a Board of Directors decision.
(2) The Company Secretary as referred to in paragraph (1) may be held concurrently by a member of the Board of Directors.
(3) The Company Secretary is prohibited from holding any other position in another Issuer or Public Company.

Article 4
(1) In the event of a vacancy in the Company Secretary position, the Issuer or Public Company is required to appoint a replacement within a maximum period of 60 (sixty) days from the occurrence of the vacancy. (2) During the vacancy of the Company Secretary as referred to in paragraph (1), the position is held concurrently by a member of the Board of Directors or an individual appointed as an interim Company Secretary without regard to the Company Secretary requirements as regulated in this Financial Services Authority Regulation.

CHAPTER II
TASKS AND RESPONSIBILITIES
Article 5
The company secretary function performs at least the following tasks:
a. keeping up with developments in the Capital Market, especially applicable legislation in the Capital Market field; b. providing input to the Board of Directors and Board of Commissioners of the Issuer or Public Company to comply with regulations in the Capital Market field;
c. assisting the Board of Directors and Board of Commissioners in the implementation of corporate governance which includes:

1. information openness to the public, including the availability of information on the Website of the Issuer or Public Company;
2. submitting reports to the Financial Services Authority on time;
3. organizing and documenting the General Meeting of Shareholders;
4. organizing and documenting Board of Directors and/or Board of Commissioners meetings; and
5. implementing orientation programs for the company for the Board of Directors and/or Board of Commissioners.
   d. acting as a liaison between the Issuer or Public Company and the shareholders of the Issuer or Public Company, the Financial Services Authority, and other stakeholders.

Article 6
(1) The Company Secretary and employees in the work unit performing the company secretary function are required to keep confidential documents, data, and information that are confidential, except in order to fulfill obligations according to legislation or as otherwise determined in legislation. (2) The Company Secretary and employees in the work unit performing the company secretary function are prohibited from taking personal benefits, either directly or indirectly, that harm the Issuer or Public Company.

Article 7
In order to increase knowledge and understanding to assist in the implementation of their duties, the Company Secretary must participate in education and/or training.

Article 8
(1) The Company Secretary is responsible to the Board of Directors.
(2) Any information conveyed by the company secretary to the public constitutes official information from the Issuer or Public Company.

CHAPTER III
REQUIREMENTS FOR COMPANY SECRETARIES
Article 9
(1) The Company Secretary must meet at least the following requirements:
a. capable of performing legal acts; b. possessing knowledge and understanding in the fields of law, finance, and corporate governance;
c. understanding the business activities of the Issuer or Public Company;
d. able to communicate well; and e. domiciled in Indonesia.
(2) The requirements as referred to in paragraph (1) must be fulfilled by the Company Secretary during their tenure.

CHAPTER IV
REPORTING AND DISCLOSURE
Article 10
(1) Issuers or Public Companies are required to:
a. submit reports to the Financial Services Authority regarding the appointment and dismissal of the Company Secretary as referred to in Article 3 paragraph (1); b. include on the Website of the Issuer or Public Company information regarding the appointment and dismissal as referred to in Article 3 paragraph (1) and the vacancy of the Company Secretary as referred to in Article 4, accompanied by supporting information. (2) Reporting to the Financial Services Authority and posting information on the Website as referred to in paragraph (1) is carried out within a maximum of 2 (two) working days after the occurrence of the appointment and dismissal.

Article 11
(1) The Company Secretary is required to make periodic reports at least 1 (one) time per 1 (one) year regarding the implementation of the company secretary function to the Board of Directors and copied to the Board of Commissioners. (2) Issuers or Public Companies are required to disclose a brief description of the implementation of the company secretary function and information regarding the education and/or training attended by the Company Secretary as referred to in Article 7 in the annual report of the Issuer or Public Company.

CHAPTER V
SANCTION PROVISIONS
Article 12
(1) Without reducing criminal provisions in the Capital Market field, 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, consisting 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 an administrative sanction 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 together with the imposition of administrative sanctions as referred to in paragraph (1) letters c, d, e, f, or g.

Article 13
In addition to administrative sanctions as referred to in Article 12 paragraph (1), the Financial Services Authority may take specific actions against any party that violates the provisions of this Financial Services Authority Regulation.

Article 14
The Financial Services Authority may announce the imposition of administrative sanctions as referred to in Article 12 paragraph (1) and specific actions as referred to in Article 13 to the public.

CHAPTER VI
TRANSITIONAL PROVISIONS
Article 15
Issuers or Public Companies are required to adjust to the provisions of this Financial Services Authority Regulation no later than 6 (six) months from the promulgation of this Financial Services Authority Regulation.

CHAPTER VII
CLOSING PROVISIONS
Article 16
Other legislation provisions related to company secretaries remain applicable to Issuers or Public Companies as long as they do not conflict with the provisions in this Financial Services Authority Regulation.

Article 17
At the time this Financial Services Authority Regulation takes effect, the Decision of the Head of the Capital Market Supervisory Board Number: KEP-63/PM/1996 dated January 17, 1996 concerning the Establishment of Company Secretaries along with Regulation Number IX.I.4 which is its attachment is repealed and declared invalid.

Article 18
This Financial Services Authority Regulation takes effect on the date of its promulgation.
To ensure that everyone knows it, ordering the promulgation of this Financial Services Authority Regulation by placing it in the State Gazette of the Republic of Indonesia.

Established in Jakarta on December 8, 2014
CHAIRMAN OF THE COMMISSIONERS COUNCIL
FINANCIAL SERVICES AUTHORITY,
Signed,
MULIAMAN D. HADAD

Promulgated in Jakarta
On December 8, 2014
MINISTER OF LAW AND HUMAN RIGHTS
REPUBLIC OF INDONESIA,
Signed,
YASONNA H. LAOLY

STATE GAZETTE OF THE REPUBLIC OF INDONESIA YEAR 2014 NUMBER 377 Copy in accordance with the original Director of Law 1 Ministry of Law, Signed, Tini Kustini