FINANCIAL SERVICES AUTHORITY REGULATION

NUMBER 78 / POJK.04 / 2017

CONCERNING

SECURITIES TRANSACTIONS NOT PROHIBITED FOR INSIDERS

BY THE GRACE OF GOD THE ALMIGHTY,

THE COMMISSIONERS COUNCIL OF THE FINANCIAL SERVICES AUTHORITY,

Considering:
a. that with the enactment of Law Number 21 of 2011 concerning the Financial Services Authority, since December 31, 2012, the functions, duties, and authorities for regulating and supervising financial service activities in the capital market sector, including regulations regarding securities transactions not prohibited for insiders, have transferred from the Capital Market Supervisory Agency and Financial Institutions to the Financial Services Authority; b. that in order to provide clarity and certainty regarding regulations on securities transactions not prohibited for insiders, existing legal provisions in the capital market sector regarding such transactions issued before the establishment of the Financial Services Authority need to be changed into a Financial Services Authority Regulation;
c. that based on the considerations referred to in letters a and b, it is necessary to establish a Financial Services Authority Regulation concerning Securities Transactions Not Prohibited for Insiders;

Recalling: 1. 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);
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 TO:
Establish: A FINANCIAL SERVICES AUTHORITY REGULATION CONCERNING SECURITIES TRANSACTIONS NOT PROHIBITED FOR INSIDERS.

CHAPTER I

GENERAL PROVISIONS

Article 1

In this Financial Services Authority Regulation, the following terms are defined as:

1. Securities means negotiable instruments, namely debt acknowledgment instruments, commercial paper, shares, bonds, debt certificates, participation units of collective investment contracts, forward contracts over Securities, and every derivative of Securities.
2. Issuer means the party conducting a Public Offering.
3. Public Company means a Corporation whose shares are owned by at least 300 (three hundred) shareholders and has paid-up capital of at least Rp3,000,000,000.00 (three billion rupiah) or a number of shareholders and paid-up capital determined by Government Regulation.
4. Insider means:
   a. commissioners, directors, or employees of the Issuer or Public Company; b. major shareholders of the Issuer or Public Company;
   c. individuals who, due to their position, profession, or business relationship with the Issuer or Public Company, enable them to obtain insider information; or
   d. parties who, within the last 6 (six) months, are no longer parties as referred to in letters a, b, or c.
5. Insider Information means Material Information held by an Insider that is not yet available to the public.
6. Party means an individual, company, joint venture, association, or organized group.
7. Stock Exchange means a Party that organizes and provides systems and/or facilities to match buy and sell offers of other Parties with the aim of trading Securities among them.

CHAPTER II

CRITERIA FOR SECURITIES TRANSACTIONS NOT PROHIBITED FOR INSIDERS

Article 2

Securities transactions are not included in prohibited securities transactions as referred to in Article 95 and Article 96 of Law Number 8 of 1995 concerning the Capital Market if:
a. the Securities transaction is conducted between Insiders of the same Issuer or Public Company who possess the same Insider Information and is executed off-exchange; or b. the Securities transaction is conducted by an Insider of an Issuer or Public Company possessing Insider Information with a Party who is not an Insider regarding Securities of that Issuer or Public Company or another company transacting with that Issuer or Public Company, and is executed off-exchange with the following conditions:
1. The Insider concerned has previously provided all Insider Information to the Party who is not an Insider;
2. The Party who is not an Insider does not use the Insider Information except to conduct Securities transactions with the Insider concerned;
3. The Party who is not an Insider makes a written statement to the Insider providing the information stating that the information received will be kept confidential and will not be used for purposes other than conducting Securities transactions with the Insider concerned; and
4. The Party who is not an Insider does not conduct Securities transactions of the Issuer or Public Company or another company transacting with that Issuer or Public Company within a period of 6 (six) months since the information was obtained, except to conduct Securities transactions with the Insider concerned.

Article 3

An Insider of an Issuer or Public Company may provide Insider Information to other Parties for the purpose of providing consideration material to those Parties to conduct Securities transactions of the Issuer or Public Company or other companies involved in transactions with the Issuer or Public Company, from the Insider concerned, by meeting the requirements as referred to in Article 2 letter b numbers 2, 3, and 4.

Article 4

An Insider of an Issuer or Public Company possessing Insider Information may sell Securities of the Issuer or Public Company or other companies transacting with the Issuer or Public Company that they own, if conducted on a Stock Exchange or at a public auction at the highest offer, with the condition:
a. the sale is pursuant to a court decision that has acquired permanent legal force or execution of a pledge; or b. the Insider is unable to influence or control the timing of the sale and/or the selling price of the Securities, directly or indirectly, and the decision regarding the timing of the sale and the selling price is made by another Party who does not have access to Insider Information.

Article 5

(1) Insiders and other Parties conducting Securities transactions as regulated in this Financial Services Authority Regulation are required to report such transactions to the Financial Services Authority. (2) Reporting as referred to in paragraph (1) must be done no later than 10 (ten) days since the occurrence of the relevant Securities transaction. (3) In the event that the deadline for submitting the report as referred to in paragraph (2) falls on a holiday, the report must be submitted no later than the next working day. (4) In the event that Insiders and other Parties submit reports past the deadline as referred to in paragraph (3), the calculation of the number of days of delay in submitting the report is calculated starting from the first day after the final deadline for submission of the report as referred to in paragraph (3).

Article 6

Reports as referred to in Article 5 paragraph (1) must contain at least:
a. name, domicile, and nationality; b. number of shares bought or sold;
c. purchase and selling price per share;
d. date of transaction; and e. purpose of the transaction.

Article 7

Copies of reports as referred to in Article 5 paragraph (1) are available to the public and can be duplicated at the Financial Services Authority.

CHAPTER III

SANCTION PROVISIONS

Article 8

(1) Without prejudice to criminal provisions in the capital market field, the Financial Services Authority has the authority to impose administrative sanctions on any Party violating 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/or 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 fines 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 9

In addition to administrative sanctions as referred to in Article 8 paragraph (1), the Financial Services Authority may take specific actions against any Party violating the provisions of this Financial Services Authority Regulation.

Article 10

The Financial Services Authority may announce the imposition of administrative sanctions as referred to in Article 8 paragraph (1) and specific actions as referred to in Article 9 to the public.

CHAPTER IV

CLOSING PROVISIONS

Article 11

At the time this Financial Services Authority Regulation takes effect, the Decision of the Chairman of the Capital Market Supervisory Agency Number Kep-58/PM/1998 concerning Securities Transactions Not Prohibited for Insiders, along with Regulation Number XI.C.1 which is its attachment, is revoked and declared invalid.

Article 12

This Financial Services Authority Regulation takes effect on the date of its promulgation.

This copy corresponds to the original
Director of Legal Affairs 1
Legal Department signed
Yuliana

In order for everyone to know, 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 21, 2017
CHAIRMAN OF THE COMMISSIONERS COUNCIL
FINANCIAL SERVICES AUTHORITY, signed
WIMBOH SANTOSO

Promulgated in Jakarta on December 22, 2017
MINISTER OF LAW AND HUMAN RIGHTS
REPUBLIC OF INDONESIA, signed
YASONNA H. LAOLY

STATE GAZETTE OF THE REPUBLIC OF INDONESIA YEAR 2017 NUMBER 299

EXPLANATION
OF
FINANCIAL SERVICES AUTHORITY REGULATION
NUMBER 78 / POJK.04 / 2017
CONCERNING
SECURITIES TRANSACTIONS NOT PROHIBITED FOR INSIDERS

I. GENERAL
That since December 31, 2012, the functions, duties, and authorities for regulating and supervising financial service activities in the capital market sector, insurance, pension funds, financing institutions, and other financial service institutions have transferred from the Minister of Finance and the Capital Market Supervisory Agency and Financial Institutions to the Financial Services Authority.

In relation to the above, it is necessary to reorganize the existing regulatory structure, particularly those related to the capital market sector, by converting Capital Market Supervisory Agency and Financial Institutions regulations related to the capital market sector into Financial Services Authority Regulations. This reorganization is carried out so that there are Financial Services Authority Regulations related to the capital market sector that are consistent with Financial Services Authority Regulations in other sectors.

Based on the background thinking and aspects mentioned, it is necessary to replace the legal provisions in the capital market sector regulating securities transactions not prohibited for Insiders, namely the Decision of the Chairman of the Capital Market Supervisory Agency Number Kep-58/PM/1998 concerning Securities Transactions Not Prohibited for Insiders, along with Regulation Number XI.C.1 which is its attachment, into a Financial Services Authority Regulation concerning Securities Transactions Not Prohibited for Insiders.

II. ARTICLE BY ARTICLE
Article 1
Clear enough.
Article 2
Clear enough.
Article 3
Clear enough.
Article 4
Clear enough.
Article 5
Clear enough.
Article 6
Clear enough.
Article 7
Clear enough.
Article 8
Clear enough.
Article 9
What is meant by "specific actions" includes among others postponement of issuing effectiveness statements, for example, effectiveness statements for mergers, consolidations.
Article 10
Clear enough.
Article 11
Clear enough.
Article 12
Clear enough.

SUPPLEMENT TO THE STATE GAZETTE OF THE REPUBLIC OF INDONESIA NUMBER 6167