Implementation of Good Investment Manager Governance

COPY
FINANCIAL SERVICES AUTHORITY REGULATION
NUMBER 10 /POJK.04/2018
ON
THE IMPLEMENTATION OF INVESTMENT MANAGER GOVERNANCE BY THE GRACE OF THE ALMIGHTY GOD THE COMMISSIONERS OF THE FINANCIAL SERVICES AUTHORITY,

Considering:
a. that in line with the development of the Indonesian capital market and to enhance protection for stakeholders, it is necessary to improve the quality of investment managers, increase compliance with statutory regulations, and enhance transparency in corporate governance practices aligned with international investment management standards and general ethical values, through the improvement of good corporate governance; b. that based on the considerations mentioned in letter a, it is necessary to establish a Financial Services Authority Regulation on the Implementation of Investment Manager Governance;

Considering:

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 IMPLEMENTATION OF INVESTMENT MANAGER GOVERNANCE.

CHAPTER I
GENERAL PROVISIONS

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

1. Securities are negotiable instruments, namely debt acknowledgment instruments, commercial papers, shares, bonds, debt certificates, investment contract unit certificates, futures contracts over Securities, and any derivatives of Securities.

2. Capital Market is activities related to public offerings and trading of Securities, public companies related to the Securities they issue, as well as institutions and professions related to Securities.

3. Investment Manager is a party whose business activities manage a Portfolio of Securities for clients or manage collective investment portfolios for a group of clients, except insurance companies, pension funds, and banks that conduct their own business activities based on applicable statutory regulations.

4. Good Investment Manager Governance, hereinafter referred to as Governance, is Investment Manager Governance that applies the principles of transparency, accountability, responsibility, independence, and fairness.

5. General Meeting of Shareholders, hereinafter abbreviated as GMS, is an organ of the Investment Manager that has authority not delegated to the Board of Directors or Board of Commissioners as referred to in Law Number 40 of 2007 concerning Limited Companies and/or the Articles of Association of the Investment Manager.

6. Board of Directors is an organ of the Investment Manager authorized and fully responsible for managing the Investment Manager for the benefit of the Investment Manager, in accordance with the purpose and objectives of the Investment Manager, and representing the Investment Manager, both inside and outside court, in accordance with the provisions of the Articles of Association.

7. Board of Commissioners is an organ of the Investment Manager tasked with conducting general and/or specific supervision in accordance with the Articles of Association and providing advice to the Board of Directors.

8. Independent Commissioner is a member of the Board of Commissioners who comes from outside the Investment Manager and meets the requirements as an Independent Commissioner as referred to in this Financial Services Authority Regulation.

9. Audit Committee is a committee formed by and responsible to the Board of Commissioners to assist in executing the duties and functions of the Board of Commissioners.

10. Controlling Shareholder is a party that directly or indirectly owns:
    a. shares of at least 20% (twenty percent) of the shares issued by one Investment Manager and having voting rights; or b. shares of less than 20% (twenty percent) of the shares issued by the Investment Manager and having voting rights but can be proven to have exercised control, directly or indirectly, over the Investment Manager.

11. Business Plan is a written document describing the Investment Manager's business activity plans for a period of 1 (one) year, including plans to improve business performance, and strategies to realize these plans in accordance with established targets and timelines, while still observing prudent regulations and risk management implementation.

12. Client is a party using the services of the Investment Manager.

13. Website is a collection of web pages containing information or data accessible through an internet network system.

14. Sharia Supervisory Board is a board responsible for providing advice and suggestions and supervising the fulfillment of Sharia principles in the Capital Market for parties conducting Sharia activities in the Capital Market.

15. Sharia Investment Manager is an Investment Manager that states in its Articles of Association that:
    a. activities and types of business; b. management methods; and/or
    c. services provided,
    are conducted based on Sharia principles in the Capital Market.

16. Affiliation is:
    a. family relationships due to marriage and descent up to the second degree, both horizontally and vertically; b. relationships between a party and employees, directors, or commissioners of that party;
    c. relationships between 2 (two) companies where there is one or more members of the Board of Directors or Board of Commissioners who are the same;
    d. relationships between a company and a party, directly or indirectly, controlling or controlled by that company; e. relationships between 2 (two) companies controlled, directly or indirectly, by the same party; or f. relationships between a company and major shareholders.

17. Public Accountant is a person who has obtained a license to provide services as regulated in statutory regulations concerning Public Accountants and is registered with the Financial Services Authority.

18. Stewardship is a form of accountability (fiduciary duties) of the Investment Manager over funds managed on behalf of Clients.

Article 2
(1) Parties eligible to conduct business as Investment Managers are Securities Companies that have obtained business licenses as Investment Managers from the Financial Services Authority. (2) Investment Managers as referred to in paragraph (1) must implement Governance in conducting business activities at all levels or tiers of the organization. (3) The implementation of Governance as referred to in paragraph (2) must at least cover:
a. shareholder and GMS commitments; b. execution of Board of Directors' duties and responsibilities;
c. execution of Board of Commissioners' duties and responsibilities;
d. prohibitions for the Board of Directors and Board of Commissioners; e. remuneration for the Board of Directors and Board of Commissioners; f. Sharia Supervisory Board; g. business ethics; h. conflict of interest handling policies;
i. internal controls;
j. Business Plans; k. Stewardship;
l. violation reporting system policies and client complaint system policies;
m. Websites; and n. reporting.

CHAPTER II
SHAREHOLDER AND GMS COMMITMENTS

Section One
Shareholder Commitments

Article 3
(1) Shareholders of Investment Managers must meet integrity and financial capability requirements.
(2) Fulfillment of integrity and financial capability requirements as referred to in paragraph (1) is conducted through capability and propriety assessments by the Financial Services Authority. (3) Integrity and financial capability requirements as referred to in paragraph (1), as well as capability and propriety assessments as referred to in paragraph (2), are regulated in statutory regulations in the Capital Market sector governing licensing of Securities Companies conducting business as Investment Managers and Financial Services Authority Regulations concerning capability and propriety assessments for key parties of financial service institutions.

Article 4
(1) Shareholders are prohibited from intervening in the implementation of business/operational activities of Investment Managers.
(2) Shareholders serving as members of the Board of Directors, members of the Board of Commissioners, members of investment committees, and/or investment management teams must prioritize the interests of Clients and Investment Managers.

Section Two
General Meeting of Shareholders (GMS)

Article 5
(1) Investment Managers must convene GMS in accordance with statutory regulations and the Articles of Association of the Investment Manager.
(2) The convening of GMS as referred to in paragraph (1) must be preceded by a GMS summons.
(3) The GMS summons as referred to in paragraph (2) must be conducted at least 14 (fourteen) days before the date of the GMS, excluding the date of the summons and the date of the GMS. (4) The GMS summons as referred to in paragraph (2) must at least contain information:
a. the date and time of the GMS; b. the location of the GMS;
c. the agenda of the meeting; and
d. information stating that materials related to the meeting agenda are available to shareholders from the date the GMS summons is issued until the GMS is held. (5) The GMS summons as referred to in paragraph (2) is conducted via registered mail, electronic mail, Websites, and/or advertisements in newspapers. (6) The obligations as referred to in paragraphs (2) through (5) may be waived provided all shareholders with voting rights are present at the GMS and the GMS decision remains valid if approved unanimously.

Article 6
(1) Investment Managers must provide meeting agenda materials for shareholders.
(2) Meeting agenda materials as referred to in paragraph (1) are provided in the form of physical document copies and/or electronic document copies.
(3) Physical document copies as referred to in paragraph (2) are provided free of charge at the Investment Manager's office if requested in writing by shareholders.

Article 7
GMS decisions must:
a. support the healthy operational development of Investment Managers and the Indonesian Capital Market; and b. prioritize the interests of Clients.

Article 8
(1) The convening of GMS as referred to in Article 5 must be recorded in GMS minutes and documented properly.
(2) Investment Managers must submit a summary of GMS minutes and proof of GMS summons as referred to in Article 5 paragraph (5) to the Financial Services Authority at the latest 7 (seven) working days after the date of the GMS. (3) The summary of GMS minutes as referred to in paragraph (2) must contain at least the following information:
a. the date, location, time, and agenda of the GMS; b. members of the Board of Directors and Board of Commissioners present at the GMS;
c. the number of shares with valid voting rights present at the GMS and their percentage of the total valid voting shares;
d. the GMS decision-making mechanism; e. voting results including the number of votes in favor, against, and abstentions for each meeting agenda, if decision-making is conducted by voting; and f. GMS decisions.

Article 9
(1) Shareholders may make binding decisions outside of GMS provided all shareholders with voting rights approve it in writing by signing the relevant proposal. (2) Binding decisions outside of GMS as referred to in paragraph (1) are conducted in accordance with statutory regulations. (3) Binding decisions outside of GMS as referred to in paragraph (2) must be submitted by the Investment Manager to the Financial Services Authority at the latest 7 (seven) working days after all shareholders sign the decision outside of GMS.

CHAPTER III
BOARD OF DIRECTORS AND BOARD OF COMMISSIONERS

Section One
Execution of Board of Directors' Duties and Responsibilities

Article 10
The determination of the number and composition of Board of Directors members must consider:
a. statutory regulations in the Capital Market sector governing licensing of Securities Companies conducting business as Investment Managers; b. the condition of the Investment Manager;
c. the diversity of knowledge, experience, and/or expertise required; and
d. effectiveness in decision-making.

Article 11
(1) Each member of the Board of Directors must meet the following requirements:
a. integrity; b. financial reputation;
c. competence and expertise in the Capital Market;
d. individual license; e. domicile; and f. prohibition of holding multiple positions.
(2) Fulfillment of requirements as referred to in paragraph (1) is conducted through capability and propriety assessments by the Financial Services Authority. (3) Requirements for Board of Directors members as referred to in paragraph (1), as well as capability and propriety assessments as referred to in paragraph (2), are regulated in statutory regulations in the Capital Market sector governing licensing of Securities Companies conducting business as Investment Managers and Financial Services Authority Regulations concerning capability and propriety assessments for key parties of financial service institutions. (4) In the event that a Board of Directors member no longer meets the requirements as a Board of Directors member as referred to in paragraph (1), that member is prohibited from taking legal actions as a Board of Directors member.

Article 12
(1) The Board of Directors is tasked with managing and is responsible for the management of the Investment Manager for the benefit of the Investment Manager in accordance with the purpose and objectives of the Investment Manager established in the Articles of Association. (2) The management duties and responsibilities as referred to in paragraph (1) are conducted in accordance with the authority of the Board of Directors regulated in statutory regulations and the Articles of Association. (3) Each member of the Board of Directors must execute management as referred to in paragraph (1) with good faith, prudence, and full responsibility. (4) The Board of Directors is responsible for the implementation of Governance as referred to in Article 2 paragraph (2).

Article 13
(1) The Board of Directors must provide accurate, relevant, and timely data and information to the Board of Commissioners.
(2) The Board of Directors of Sharia Investment Managers and/or the Board of Directors of Investment Managers with Sharia investment management units must provide accurate, relevant, and timely data and information to the Board of Commissioners and the Sharia Supervisory Board.

Article 14
(1) The Board of Directors must follow up on findings and recommendations from:
a. risk management, compliance, and internal audit functions; b. external audit findings;
c. the results of Board of Commissioners' supervision; and/or
d. the results of Financial Services Authority supervision.
(2) In addition to the obligations as referred to in paragraph (1), in the event that an Investment Manager manages Sharia investment products, the Board of Directors must follow up on findings and recommendations from the results of Sharia Supervisory Board supervision.

Article 15
(1) The Board of Directors is fully responsible, including financially, for all actions related to Investment Manager activities conducted by Deputy Investment Managers, employees, and other parties working for the Investment Manager. (2) Each member of the Board of Directors is personally liable for losses to the Investment Manager if they are at fault or negligent in executing their duties. (3) The responsibilities as referred to in paragraphs (1) and (2) apply jointly and severally for each member of the Board of Directors. (4) Board of Directors members cannot be held accountable for losses as referred to in paragraphs (1) and (2) if they can prove:
a. the loss was not due to their fault or negligence; b. they managed with good faith and prudence for the benefit and in accordance with the purpose and objectives of the Investment Manager;
c. they had no conflict of interest, direct or indirect, regarding the management actions that caused the loss; and
d. they took actions to prevent the occurrence or continuation of the loss.

Article 16
(1) To support the effective execution of duties, the Board of Directors may form committees and/or support units for the Board of Directors.
(2) The Board of Directors must ensure that committees and/or support units as referred to in paragraph (1) execute their duties effectively.

Article 17
The Board of Directors must account for the execution of their duties to shareholders in the GMS.

Article 18
(1) The Board of Directors must hold Board of Directors meetings at least 1 (one) time every 2 (two) months.
(2) Board of Directors meetings as referred to in paragraph (1) may proceed if attended by a majority of all Board of Directors members.
(3) Each member of the Board of Directors must attend at least 75% (seventy-five percent) of the total number of Board of Directors meetings as referred to in paragraph (1) during 1 (one) year. (4) Decisions of Board of Directors meetings as referred to in paragraph (1) are taken:
a. based on consensus; or b. based on the majority vote, in the event that consensus cannot be reached.
(5) Meeting results as referred to in paragraph (1), including differences of opinion and reasons, must be recorded in meeting minutes, signed by the meeting chair, distributed to all Board of Directors members, and documented properly.

Article 19
All strategic policies and decisions must be decided through Board of Directors meetings.

Article 20
Board of Directors members must enhance knowledge and understanding to assist in the execution of their duties through continuous education and/or training.

Section Two
Execution of Board of Commissioners' Duties and Responsibilities

Article 21
(1) Investment Managers must have at least 2 (two) members of the Board of Commissioners.
(2) In the event that the Board of Commissioners consists of 2 (two) members, 1 (one) of them must be an Independent Commissioner.
(3) In the event that the Board of Commissioners consists of more than 2 (two) members, the number of Independent Commissioners must be at least 30% (thirty percent) of the total number of Board of Commissioners members.

Article 22
(1) In addition to meeting the provisions in Article 21, Board of Commissioners membership must consider:
a. statutory regulations in the Capital Market sector governing licensing of Securities Companies conducting business as Investment Managers; b. the condition of the Investment Manager;
c. the diversity of knowledge, experience, and/or expertise required; and
d. effectiveness in decision-making.
(2) The number of Board of Commissioners members must not exceed the number of Board of Directors members.

Article 23
(1) Each member of the Board of Commissioners must meet the following requirements:
a. integrity; b. financial reputation;
c. competence and expertise in the Capital Market; and
d. prohibition of holding multiple positions.
(2) Fulfillment of requirements as referred to in paragraph (1) is conducted through capability and propriety assessments by the Financial Services Authority. (3) Requirements for Board of Commissioners members as referred to in paragraph (1), as well as capability and propriety assessments as referred to in paragraph (2), are regulated in statutory regulations in the Capital Market sector governing licensing of Securities Companies conducting business as Investment Managers and Financial Services Authority Regulations concerning capability and propriety assessments for key parties of financial service institutions. (4) In the event that a Board of Commissioners member no longer meets the requirements as a Board of Commissioners member as referred to in paragraph (1), that member is prohibited from taking legal actions as a Board of Commissioners member.

Article 24
Independent Commissioners as referred to in Article 21 must meet the following requirements:
a. are not persons who work or have authority and responsibility to plan, lead, control, or supervise the activities of the Investment Manager within the last 6 (six) months, except for reappointment as an Independent Commissioner of that Investment Manager in the next period; b. do not hold shares, directly or indirectly, in that Investment Manager;
c. do not have Affiliation relationships with that Investment Manager, members of the Board of Commissioners, members of the Board of Directors, members of the Sharia Supervisory Board, or Controlling Shareholders of that Investment Manager; and
d. do not have business relationships, direct or indirect, related to the business activities of the Investment Manager.

Article 25
(1) The Board of Commissioners is tasked and responsible for supervising management policies, the general course of management of the Investment Manager, and providing advice to the Board of Directors. (2) In conducting supervision as referred to in paragraph (1), the Board of Commissioners directs, monitors, and evaluates the implementation of the Investment Manager's strategic policies. (3) In the event that the Board of Commissioners participates in making decisions on matters established in the Articles of Association or statutory regulations, such decision-making is conducted in their function as supervisors and advisors to the Board of Directors. (4) The Board of Commissioners is responsible for supervising the implementation of Governance as referred to in Article 2 paragraph (2). (5) The Board of Commissioners must execute their duties independently.

Article 26
(1) Each member of the Board of Commissioners is personally liable for losses to the Investment Manager if they are at fault or negligent in executing their duties. (2) The responsibilities as referred to in paragraph (1) apply jointly and severally for each member of the Board of Commissioners. (3) Board of Commissioners members cannot be held accountable for losses as referred to in paragraph (1) if they can prove:
a. they supervised with good faith and prudence for the benefit of the Investment Manager and in accordance with the purpose and objectives of the Investment Manager; b. they had no personal interest, direct or indirect, regarding the management actions of the Board of Directors that caused the loss; and
c. they provided advice to the Board of Directors to prevent the occurrence or continuation of the loss.

Article 27
(1) In executing their duties and responsibilities as referred to in Article 25, the Board of Commissioners must execute audit functions through Independent Commissioners.

(2) The audit function referred to in paragraph (1) reviews:
a. financial information to be issued by the Investment Manager to the public and/or regulatory authorities; b. independence, scope of assignment, and costs as the basis for the appointment of a Public Accountant;
c. the plan and implementation of the audit by the Public Accountant; and
d. the implementation of the Investment Manager's risk management, compliance, and internal audit functions.
(3) In carrying out the functions referred to in paragraph (2), the Board of Commissioners may form an Audit Committee chaired by an Independent Commissioner.

Article 28
(1) To support the effectiveness of the execution of duties and responsibilities, in addition to forming an Audit Committee as referred to in Article 27 paragraph (3), the Board of Commissioners may also form other committees. (2) The Board of Commissioners is responsible for ensuring that the committees referred to in paragraph (1) and in Article 27 paragraph (3) carry out their duties effectively. (3) The Board of Commissioners must ensure that the Sharia investment management unit, in carrying out its activities, can utilize the functions and/or committees existing in the Investment Manager whose organizational structure is under the Board of Commissioners.

Article 29
(1) The Board of Commissioners must ensure that the Board of Directors follows up on findings and recommendations from:
a. risk management, compliance, and internal audit functions; b. external audit findings;
c. the results of the Board of Commissioners' supervision; and/or
d. the results of supervision by the Financial Services Authority.
(2) In addition to the obligations referred to in paragraph (1), in the event that the Investment Manager manages Sharia investment products, the Board of Commissioners must ensure that the Board of Directors follows up on findings and recommendations from the results of the Sharia Supervisory Board's supervision.

Article 30
(1) The Board of Commissioners must report to the Financial Services Authority if it knows of indications of violations of regulations in the financial services sector that can endanger the continuity of the Investment Manager's business activities conducted by members of the Board of Commissioners, members of the Board of Directors, and/or employees of the Investment Manager, no later than 2 (two) working days since the indication of the violation was known. (2) The Board of Commissioners must hold a Board of Commissioners meeting by inviting the Board of Directors to discuss indications of violations of regulations in the financial services sector as referred to in paragraph (1).

Article 31
(1) The Board of Commissioners must hold meetings at least 1 (one) time every 3 (three) months.
(2) The Board of Commissioners meeting as referred to in paragraph (1) may be held if attended by a majority of all members of the Board of Commissioners. (3) Each member of the Board of Commissioners must attend at least 75% (seventy-five percent) of the total number of Board of Commissioners meetings as referred to in paragraph (1) during 1 (one) year. (4) Decisions of the Board of Commissioners meeting as referred to in paragraph (1) are taken:
a. based on consensus through deliberation; or b. based on the majority vote, in the event that consensus through deliberation is not reached.
(5) The results of the meeting as referred to in paragraph (1), including differences of opinion and their reasons, must be recorded in the meeting minutes, signed by the meeting chair, communicated to all members of the Board of Commissioners, and documented properly.

Article 32
Members of the Board of Commissioners must enhance their knowledge and understanding to assist in the execution of their duties through continuous education and/or training.

Part Three
Prohibitions for the Board of Directors and Board of Commissioners

Article 33
(1) Members of the Board of Directors and/or members of the Board of Commissioners are prohibited from abusing their authority for the benefit of themselves, their families, and/or other parties. (2) Members of the Board of Directors and/or members of the Board of Commissioners are prohibited from taking and/or receiving personal benefits from the Investment Manager's activities, whether directly or indirectly, other than lawful income.

CHAPTER IV
REMUNERATION OF THE BOARD OF DIRECTORS AND BOARD OF COMMISSIONERS

Article 34
(1) The remuneration structure for members of the Board of Directors and members of the Board of Commissioners may consist of:
a. salary; b. honorarium;
c. incentives; and/or
d. allowances that are fixed and/or variable.
(2) Remuneration for members of the Board of Directors and members of the Board of Commissioners must take into account:
a. remuneration applicable in the industry and the scale of the Investment Manager's business; b. the duties, responsibilities, and authority of members of the Board of Directors and members of the Board of Commissioners linked to risks and the achievement of goals and performance of the Investment Manager, both in the short term and in the long term;
c. performance targets or the performance of each member of the Board of Directors and/or members of the Board of Commissioners; and/or
d. the balance between fixed and variable allowances.

CHAPTER V
SHARIA SUPERVISORY BOARD

Article 35
(1) Sharia Investment Managers or Investment Managers that have a Sharia investment management unit must have a Sharia Supervisory Board as regulated in the Financial Services Authority Regulation regarding the implementation of Sharia principles in the Capital Market. (2) The Sharia Supervisory Board as referred to in paragraph (1) consists of 1 (one) person or more who has a Capital Market Sharia Expert license as regulated in the Financial Services Authority Regulation regarding Capital Market Sharia Experts. (3) The Sharia Supervisory Board as referred to in paragraph (1) must meet the criteria as regulated in the Financial Services Authority Regulation regarding Capital Market Sharia Experts.

Article 36
(1) The Sharia Supervisory Board must carry out duties, responsibilities, and authorities as regulated in the Financial Services Authority Regulation regarding Capital Market Sharia Experts. (2) In carrying out duties as referred to in paragraph (1), the Sharia Supervisory Board may use assistance from:
a. committee members and/or support units whose organizational structure is under the Board of Commissioners; and/or b. committee members and/or support units and employees whose organizational structure is under the Board of Directors.

Article 37
Members of the Sharia Supervisory Board are prohibited from:
a. abusing their authority for the benefit of themselves, their families, and/or other parties that can harm or reduce the profits of the Investment Manager where the member of the Sharia Supervisory Board serves; and b. taking and/or receiving personal benefits from the supervised Investment Manager, other than remuneration and other facilities established.

CHAPTER VI
BUSINESS ETHICS

Part One
Behavior of Investment Managers in Carrying Out Business Activities

Article 38
Investment Managers must:
a. carry out their business activities based on good business ethics as regulated in regulations in the Capital Market sector regarding the behavior of Investment Managers; and b. apply the customer due diligence principle as regulated in regulations regarding anti-money laundering and counter-terrorism financing in the financial services sector.

Part Two
Code of Ethics for the Board of Directors/Board of Commissioners/Employees of Investment Managers and Guidelines for the Board of Directors or Board of Commissioners

Article 39
(1) Investment Managers must have a code of ethics applicable to all members of the Board of Directors, members of the Board of Commissioners, employees, and/or support units of the organs owned by the Investment Manager. (2) The code of ethics as referred to in paragraph (1) is prepared by the Board of Directors and the Board of Commissioners, at least containing:
a. corporate values; b. principles for carrying out the duties of the Board of Directors, Board of Commissioners, employees, and/or support units of the organs owned by the Investment Manager, which must be done with good faith, full responsibility, and caution;
c. handling of code of ethics violations; and
d. accountability for the imposition of sanctions for code of ethics violations.
(3) The code of ethics as referred to in paragraph (1) is socialized to all employees of the Investment Manager.
(4) Members of the Board of Directors, members of the Board of Commissioners, employees, and/or support units of the organs owned by the Investment Manager must report through the violation reporting system regarding suspected violations of the code of ethics.

Article 40
(1) Investment Managers must have guidelines binding on each member of the Board of Directors and member of the Board of Commissioners.
(2) The guidelines as referred to in paragraph (1) are prepared by the Board of Directors and the Board of Commissioners, at least containing:
a. legal basis; b. description of duties, responsibilities, and authorities;
c. meeting policies, including attendance policies and procedures for decision-making in meetings, and preparation of meeting minutes; and
d. reporting and accountability.

CHAPTER VII
CONFLICT OF INTEREST HANDLING POLICY

Article 41
(1) Investment Managers must have a conflict of interest handling policy.
(2) The conflict of interest handling policy as referred to in paragraph (1) must at least contain:
a. definition of conflict of interest; b. identification of matters that constitute a conflict of interest;
c. procedures or mechanisms for handling conflicts of interest;
d. decision-making in the event of a conflict of interest; e. written reporting and/or disclosure if having or potentially having a conflict of interest; f. professionalism of the Board of Directors, Board of Commissioners, employees, and/or committees/functions owned by the Investment Manager if there is a conflict of interest with the Investment Manager; and/or g. administration and documentation of conflicts of interest. (3) The conflict of interest handling policy as referred to in paragraph (1) must meet the regulations regarding conflicts of interest in the Financial Services Authority Regulation regarding guidelines for the behavior of Investment Managers.

CHAPTER VIII
INTERNAL CONTROL

Article 42
Investment Managers must implement internal control of the Investment Manager.

Article 43
(1) In carrying out internal control as referred to in Article 42, Investment Managers must form functions:
a. risk management; b. compliance; and
c. internal audit.
(2) The functions as referred to in paragraph (1) can be performed in 1 (one) function or separately and adjusted to the needs, size, complexity of business, and capabilities of the Investment Manager.

Article 44
The implementation of risk management, compliance, and internal audit functions as referred to in Article 43 paragraph (1) must meet the regulations in the Capital Market sector regarding guidelines for the implementation of Investment Manager functions.

Article 45
In addition to meeting the provisions as referred to in Article 44, Investment Managers must form and implement the following functions:
a. investment and research; b. trading;
c. securities transaction settlement;
d. marketing and handling of Customer complaints; e. information technology; f. accounting and finance; and g. human resource development, as mandated in regulations in the Capital Market sector regarding guidelines for the implementation of Investment Manager functions.

CHAPTER IX
BUSINESS PLAN

Article 46
Investment Managers must prepare a Business Plan every year realistically, measurably, and continuously.

Article 47
(1) The Business Plan as referred to in Article 46 must be prepared by the Board of Directors, at least containing:
a. investment management services and/or investment products to be offered; b. Customer and/or investor targets according to the products to be offered;
c. managed fund targets;
d. product distribution methods to be offered; e. product sales methods to prospective Customers and/or investors; f. annual compliance function work plan; and g. financial projections, at least containing:

1. types of income from products to be offered;
2. costs arising from company operational activities; and
3. percentage of income contribution from each product against the company's total income.
   (2) The Business Plan as referred to in paragraph (1) is prepared by taking into account:
   a. the Investment Manager's strategic plan; b. internal and external factors that can affect the continuity of the Investment Manager's business;
   c. the principle of prudence; and
   d. the implementation of risk management.
   (3) The Business Plan as referred to in paragraph (1) must be approved by the Board of Commissioners or the General Meeting of Shareholders as determined in the articles of association.

Article 48
(1) The Board of Directors is responsible for the implementation of the Business Plan and the socialization of the Business Plan to all employees of the Investment Manager. (2) The Board of Commissioners is responsible for supervising the implementation of the Business Plan.

Article 49
(1) Investment Managers must submit the Business Plan as referred to in Article 47 to the Financial Services Authority once every 1 (one) year.
(2) Investment Managers must submit the realization of the previous year's Business Plan to the Financial Services Authority.
(3) The Financial Services Authority may request Investment Managers to make adjustments if the submitted Business Plan is deemed not to fully meet the regulations regarding Investment Manager activities. (4) Investment Managers must submit adjustments to the Business Plan as referred to in paragraph (3) to the Financial Services Authority no later than 15 (fifteen) working days since receiving the notification letter from the Financial Services Authority. (5) Investment Managers may only make changes to the Business Plan 1 (one) time, no later than the last working day in June of the current year, unless otherwise determined upon request from the Financial Services Authority. (6) Changes to the Business Plan as referred to in paragraph (5) must be submitted to the Financial Services Authority no later than 30 (thirty) working days before the implementation of the said Business Plan. (7) In the event that a Sharia Investment Manager or an Investment Manager that has a Sharia investment management unit has submitted the Business Plan to the Financial Services Authority, the Sharia Investment Manager or the Investment Manager that has a Sharia investment management unit has fulfilled the annual activity reporting obligations as regulated in the Financial Services Authority Regulation on the implementation of Sharia principles in the Capital Market on Investment Managers.

CHAPTER X
STEWARDSHIP

Article 50
(1) Investment Managers must conduct periodic monitoring of companies where the Investment Manager's managed funds are invested (investee companies).
(2) Investment Managers must periodically review the results of monitoring carried out as referred to in paragraph (1).

Article 51
(1) Investment Managers may conduct engagement activities as a follow-up to the results of monitoring as referred to in Article 50 paragraph (1).
(2) Engagement activities as referred to in paragraph (1) are regulated in the Investment Manager's policy.

Article 52
(1) Investment Managers must have a policy regarding the use of voting rights over share ownership in companies where the Investment Manager's managed funds are invested (investee companies). (2) The voting rights usage policy as referred to in paragraph (1) must at least cover procedures for using voting rights that take into account the principles of prudence, independence, and the interest of managing Customer funds.

Article 53
Investment Managers may disclose the voting rights usage policy as referred to in Article 52 along with the results of voting rights given on each agenda proposed by the company where the Investment Manager's managed funds are invested (investee company), on the Investment Manager's Website.

CHAPTER XI
POLICY ON VIOLATION REPORTING SYSTEM AND POLICY ON CUSTOMER COMPLAINT SYSTEM

Article 54
(1) Investment Managers must have a violation reporting system policy.
(2) The violation reporting system policy as referred to in paragraph (1) must at least contain:
a. systematic violation reporting process; b. types of violations that can be reported;
c. method of submitting violation reports;
d. protection and confidentiality guarantees for reporters; e. handling of violation reports; f. parties managing the handling of violation reports; g. results of handling and follow-up on violation reports; and h. periodic evaluation by the Board of Directors and Board of Commissioners of the violation reporting system policy.

Article 55
(1) Investment Managers must have a Customer complaint handling policy.
(2) The Customer complaint handling policy as referred to in paragraph (1) must at least contain:
a. complaint process system; b. complaint handling timeframe;
c. complaint handling;
d. work units or parties managing complaint handling; e. results of complaint handling and follow-up; and f. periodic evaluation by the Board of Directors and Board of Commissioners of the Customer complaint handling policy. (3) The Customer complaint handling policy as referred to in paragraph (2) must take into account the Financial Services Authority Regulation regarding consumer protection in the financial services sector.

CHAPTER XII
REPORTING

Article 56
(1) Investment Managers must submit periodic reports to the Financial Services Authority as follows:
a. periodic financial reports; b. activity reports; and
c. Public Accountant reports on net working capital adjusted annually.
(2) The provisions for submitting periodic reports as referred to in paragraph (1) refer to regulations in the capital market sector regarding the obligation of Investment Managers to submit periodic reports.

Article 57
(1) Investment Managers must prepare a Corporate Governance Implementation Report every year for the position at the end of December.
(2) The Corporate Governance Implementation Report as referred to in paragraph (1) must at least cover:
a. transparency aspects, at least covering:

1. disclosure of the form of Corporate Governance implementation as referred to in Article 2 paragraph (3) letters a to i and letters k to n;
2. share ownership of members of the Board of Directors and members of the Board of Commissioners as well as financial and/or family relationships between members of the Board of Directors and members of the Board of Commissioners, other members of the Board of Directors, members of the Sharia Supervisory Board, and/or shareholders of the Investment Manager;
3. total remuneration and other facilities received by the Board of Directors and Board of Commissioners;
4. internal deviations that occurred and resolution efforts by the Investment Manager;
5. types, quantities, and resolution efforts of legal issues, both civil and criminal law, that have been submitted through legal processes, if any; and
6. handling of transactions containing conflicts of interest;
   b. the results of self-assessment of Corporate Governance implementation; and/or
   c. action plans for Investment Managers whose self-assessment results of Corporate Governance implementation receive a composite score of 4 (four) or 5 (five).
   (3) The Corporate Governance Implementation Report as referred to in paragraph (1) is presented comparatively with the previous year.
   (4) Investment Managers must submit the Corporate Governance Implementation Report as referred to in paragraph (2) to the Financial Services Authority once every 1 (one) year. (5) The Corporate Governance Implementation Report as referred to in paragraph (4) must be submitted by Investment Managers to the Financial Services Authority no later than every date 15 of the second month in the following year. (6) In the event that the date 15 as referred to in paragraph (5) falls on a holiday, the Corporate Governance Implementation Report must be submitted no later than on the next working day. (7) In the event that an Investment Manager submits the Corporate Governance Implementation Report past the deadline as referred to in paragraph (6), the calculation of the number of days of delay in submitting the report is calculated from the first day after the final deadline for report submission as referred to in paragraph (6). (8) The submission of the Corporate Governance Implementation Report for the first time is not presented comparatively with the previous year.

Article 58
(1) The Financial Services Authority may request Investment Managers to revise the Corporate Governance Implementation Report if, based on evaluation conducted by the Financial Services Authority, the report does not match the actual condition of the Investment Manager. (2) The revision of the Corporate Governance Implementation Report as referred to in paragraph (1) must be submitted to the Financial Services Authority no later than 15 (fifteen) working days since receiving the notification letter from the Financial Services Authority.

Article 59
(1) The Business Plan as referred to in Article 49 paragraph (1) must be submitted to the Financial Services Authority no later than the last working day in November. (2) The Business Plan realization report as referred to in Article 49 paragraph (2) must be submitted to the Financial Services Authority no later than on February 15. (3) In the event that February 15 as referred to in paragraph (2) falls on a holiday, the Business Plan realization report must be submitted no later than on the next working day. (4) In the event that an Investment Manager submits the Business Plan realization report past the deadline as referred to in paragraph (3), the calculation of the number of days of delay in submitting the Business Plan realization report is calculated from the first day after the final deadline for submitting the Business Plan realization report as referred to in paragraph (3). (5) The Business Plan realization report as referred to in paragraph (2) is presented comparatively with the Business Plan that has been submitted to the Financial Services Authority.

Article 60
The Business Plan, Business Plan realization report, and Corporate Governance Implementation Report must be submitted to the Financial Services Authority in the form of printed documents and electronic documents.

Article 61
(1) In the event that the Financial Services Authority has provided an electronic reporting system, reporting as referred to in Article 56 and Article 60 must be submitted through the said electronic reporting system. (2) In the event that reporting as referred to in Article 56 and Article 60 has been submitted through the electronic reporting system, Investment Managers are not required to submit reports in the form of printed documents. (3) Provisions regarding the procedure for submitting reports through the electronic reporting system as referred to in paragraph (1) are regulated by a Financial Services Authority Circular.

Article 62
(1) Investment Managers must conduct a self-assessment of Corporate Governance implementation as referred to in Article 57 paragraph (2) letter b.
(2) The results of the self-assessment of Corporate Governance implementation as referred to in paragraph (1) are an inseparable part of the Corporate Governance Implementation Report as referred to in Article 57.

Article 63
Further provisions regarding the Corporate Governance Implementation Report are regulated by a Financial Services Authority Circular.

Article 64
In addition to meeting the reporting provisions as referred to in Article 56 to Article 62, Investment Managers must meet other reporting provisions in regulations in the Capital Market sector.

CHAPTER XIII
WEBSITES
Article 65
(1) Investment Managers are required to have a Website.
(2) The Website as referred to in paragraph (1) must reflect the identity of the Investment Manager and comply with applicable legislation.
(3) The Website as referred to in paragraph (1) must contain current and up-to-date information.

Article 66
Information that must be included in the Website as referred to in Article 65 paragraph (3) includes at least:
a. general information; b. information for Clients; and
c. Governance information.

Article 67
(1) General information as referred to in Article 66 letter a includes at least:
a. name, address, and contact details of the headquarters, address and contact details of other locations besides the headquarters, agents selling mutual fund securities, and/or other parties that establish distribution cooperation with the Investment Manager that can be contacted; b. brief history of the Investment Manager;
c. organizational structure of the Investment Manager;
d. profile of the Board of Directors and Board of Commissioners; e. information regarding members of the Board of Directors and employees who hold licenses as representatives of the Investment Manager; f. the business license number of the Investment Manager; and g. committees and/or support units, in the event the Investment Manager has committees and/or support units.

(2) Information for Clients as referred to in Article 66 letter b includes at least:
a. Investment Manager products; and b. Client complaint services and violation reporting.

(3) Governance information as referred to in Article 66 letter c includes at least:
a. main principles of the working guidelines for the Board of Directors and Board of Commissioners; b. main principles of the code of ethics; and
c. brief description regarding risk management, compliance, and internal audit.

CHAPTER XIV
OTHER PROVISIONS
Article 68
(1) In order to assess the implementation of Corporate Governance, the Financial Services Authority conducts an assessment or evaluation of the self-assessment results regarding the implementation of Corporate Governance as referred to in Article 62 paragraph (1). (2) Based on the assessment or evaluation results as referred to in paragraph (1), the Financial Services Authority may require the Investment Manager to submit an action plan containing improvement steps that must be implemented by the Investment Manager within a specific timeframe. (3) If necessary, the Financial Services Authority may require the Investment Manager to adjust the action plan as referred to in paragraph (2). (4) The Financial Services Authority may evaluate the adjustment of the action plan as referred to in paragraph (3) and may conduct special examinations regarding the improvement results of the implementation of Corporate Governance that have been carried out by the Investment Manager.

CHAPTER XV
SANCTION PROVISIONS
Article 69
(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 that cause the violation to occur, 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) letter b, letter c, letter d, letter e, letter f, or letter 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) letter c, letter d, or letter e, letter f, or letter g.

Article 70
In addition to administrative sanctions as referred to in Article 69 paragraph (1), the Financial Services Authority may take specific actions against any party that violates the provisions of this Financial Services Authority Regulation.

Article 71
The Financial Services Authority may announce the imposition of administrative sanctions as referred to in Article 69 paragraph (1) and specific actions as referred to in Article 70 to the public.

CHAPTER XVI
TRANSITIONAL PROVISIONS
Article 72
(1) Investment Managers are required to adjust to the provisions in this Financial Services Authority Regulation within a period of 1 (one) year from the date this Financial Services Authority Regulation comes into force. (2) The imposition of sanctions for violations of this Financial Services Authority Regulation begins to be applied 2 (two) years from the date this Financial Services Authority Regulation comes into force.

Article 73
Independent Commissioners as referred to in Article 24 may be appointed from among the members of the Board of Commissioners during the transition period, provided that they meet the requirements as referred to in Article 24 letter b, letter c, and letter d.

Article 74
(1) Investment Managers are required to submit the first Business Plan for the activity plan for the year 2019.
(2) The first Business Plan as referred to in paragraph (1) must be submitted to the Financial Services Authority no later than the last working day in November 2018.

Article 75
(1) Investment Managers that have submitted the Business Plan as referred to in Article 59 paragraph (1) are exempted from the obligation to submit the annual work plan report of the compliance function as referred to in Article 29 paragraph (1) letter a of Financial Services Authority Regulation Number 24/POJK.04/2014 concerning Guidelines for the Implementation of Investment Manager Functions.

(2) Investment Managers that have submitted the Business Plan realization report as referred to in Article 59 paragraph (2) are exempted from the obligation to submit the mid-year report on the implementation of the compliance function and the annual report on the implementation of the compliance function, as regulated in Article 29 paragraph (1) letter b and letter c of Financial Services Authority Regulation Number 24/POJK.04/2014 concerning Guidelines for the Implementation of Investment Manager Functions.

Article 76
(1) Investment Managers are required to submit the Corporate Governance implementation report as referred to in Article 57 paragraph (1) for the first time for the 2019 period. (2) The Corporate Governance implementation report as referred to in paragraph (1) must be submitted to the Financial Services Authority no later than February 15, 2020.

CHAPTER XVII
CLOSING PROVISIONS
Article 77
(1) Other legislation provisions related to the obligations of Investment Managers remain in force insofar as they do not conflict with the provisions in this Financial Services Authority Regulation.

(2) In the event that other legislation provisions regulate provisions regarding Corporate Governance for Investment Managers that are issuers or public companies and/or Investment Managers that are part of a financial conglomerate, which differ from the provisions in this Financial Services Authority Regulation, the provisions that regulate more strictly shall apply.

Article 78
(1) For Securities Companies that hold licenses as Securities Brokers, Securities Underwriters, and Investment Managers, where the Investment Manager has submitted the Corporate Governance implementation report as referred to in Article 57 paragraph (4), the Securities Company is deemed to have fulfilled the obligation to submit the Corporate Governance implementation report as referred to in Financial Services Authority Regulations regarding the implementation of Corporate Governance for Securities Companies conducting business activities as Securities Underwriters and Securities Brokers.

(2) The Corporate Governance implementation report as referred to in paragraph (1) already includes elements of the assessment of Corporate Governance for Securities Brokers and Securities Underwriters.

(3) Provisions regarding the elements of the assessment of Corporate Governance for Investment Managers are regulated by a Circular Letter of the Financial Services Authority.

Article 79
This Financial Services Authority Regulation comes into force on the date of its promulgation.

This copy is in accordance with the original
Director of Law 1
Legal Department signed
Yuliana

In order for everyone to know 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 July 27, 2018
CHAIRMAN OF THE COMMISSIONERS BOARD
FINANCIAL SERVICES AUTHORITY signed
WIMBOH SANTOSO

Promulgated in Jakarta on August 1, 2018
MINISTER OF LAW AND HUMAN RIGHTS
REPUBLIC OF INDONESIA, signed
YASONNA H. LAOLY

STATE GAZETTE OF THE REPUBLIC OF INDONESIA YEAR 2018 NUMBER 119

EXPLANATION
OF
FINANCIAL SERVICES AUTHORITY REGULATION
NUMBER 10 /POJK.04/2018
CONCERNING
IMPLEMENTATION OF INVESTMENT MANAGER CORPORATE GOVERNANCE

I. GENERAL
In line with the development of the investment climate, information technology, product innovation, and the increasing openness of competition in the fund management industry, Investment Managers, as one of the important parties in the advancement of the Indonesian Capital Market, are required to improve the quality of their corporate governance implementation. Investment Managers must be able to manage their companies well so that they can provide benefits to all stakeholders.

Currently, the implementation of good corporate governance has become a prerequisite for Clients before investing their funds. Clients need to ensure that funds invested in products managed by Investment Managers are managed appropriately, where the Investment Manager acts in the best interest of its Clients. This certainty can be provided by a good corporate governance system. A good corporate governance system provides effective protection to shareholders and stakeholders. In addition, along with the development of the complex, dynamic, and interrelated financial services system, both in products, institutions, and ownership, Investment Managers must have a corporate governance standard equivalent to other financial services institutions.

II. ARTICLE BY ARTICLE
Article 1
It is clear enough.

Article 2
It is clear enough.

Article 3
It is clear enough.

Article 4
Paragraph (1)
What is meant by "intervention" is making efforts in the form of speech and/or actions to influence the Investment Manager to do something that is not in accordance with standard procedures or applicable regulations.

Paragraph (2)
It is clear enough.

Article 5
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)
In practice, the electronic mail referred to is also known as electronic mail (e-mail).

Paragraph (6)
It is clear enough.

Article 6
Paragraph (1)
Examples of meeting agenda materials include annual financial reports in the Annual General Meeting of Shareholders (RUPS).

Paragraph (2)
Copies of the electronic documents referred to can be submitted using among other media such as digital compact disc media, flashdisk, or others.

Paragraph (3)
The requirement to request copies of physical documents in writing is intended so that the Investment Manager can prepare and provide the documents, including the costs incurred.

Article 7
It is clear enough.

Article 8
Paragraph (1)
The minutes of the RUPS referred to are made and signed by the meeting chairperson and at least 1 (one) shareholder appointed by and from the RUPS participants. The signature as referred to is not required if the RUPS minutes are made in the form of a notarial deed of RUPS minutes.

Paragraph (2)
It is clear enough.

Paragraph (3)
It is clear enough.

Article 9
Paragraph (1)
In practice, decision-making outside the RUPS referred to is also known as circular resolution.

What is meant by "binding decision" is a decision that has the same legal force as the RUPS decision.

Paragraph (2)
It is clear enough.

Paragraph (3)
It is clear enough.

Article 10
Letter a
It is clear enough.

Letter b
What is meant by "condition of the Investment Manager" is the needs, size and complexity of the business, and the capability of the Investment Manager.

Letter c
It is clear enough.

Letter d
It is clear enough.

Article 11
It is clear enough.

Article 12
It is clear enough.

Article 13
It is clear enough.

Article 14
It is clear enough.

Article 15
It is clear enough.

Article 16
Paragraph (1)
What is meant by "committees and/or support units of the Board of Directors" includes among others risk management committees or human resource committees.

Paragraph (2)
It is clear enough.

Article 17
It is clear enough.

Article 18
Paragraph (1)
It is clear enough.

Paragraph (2)
It is clear enough.

Paragraph (3)
What is meant by "attendance of Board of Directors members in meetings" is physical attendance, circularly, or through electronic media such as teleconference or video conference.

Paragraph (4)
It is clear enough.

Paragraph (5)
It is clear enough.

Article 19
What is meant by "strategic policies and decisions" are policies and decisions of the Investment Manager that can significantly affect the finances of the Investment Manager and/or have a continuous impact on budgets, human resources, organizational structure, Clients, and/or third parties.

Article 20
Education and/or training referred to can be obtained among others through training, socialization, or seminars.

Article 21
Paragraph (1)
It is clear enough.

Paragraph (2)
It is clear enough.

Paragraph (3)
As an example, if a Securities Company has 4 (four) members of the Board of Commissioners, then at least 2 (two) members of the Board of Commissioners referred to are Independent Commissioners.

Article 22
Paragraph (1)
Letter a
It is clear enough.

Letter b
The condition of the Investment Manager as referred to in this letter is adjusted to the needs, size and complexity of the business, and the capability of the Investment Manager.

Letter c
It is clear enough.

Letter d
It is clear enough.

Paragraph (2)
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)
Supervision of the implementation of Corporate Governance as referred to in this paragraph is carried out among others through:
a. supervision of the implementation of duties and responsibilities of the Board of Directors regarding the implementation of Corporate Governance; b. providing advice to the Board of Directors regarding the implementation of Corporate Governance; and
c. evaluating company policies related to Corporate Governance, such as evaluation of the working guidelines for the Board of Directors and Board of Commissioners.

Paragraph (5)
What is meant by "independent" is that the Board of Commissioners carries out its duties and responsibilities professionally without being influenced by the interests of other parties besides the interests of the Investment Manager.

Article 26
Paragraph (1)
The provision in this paragraph confirms that if a member of the Board of Commissioners is at fault or negligent in carrying out their duties, resulting in losses to the Investment Manager due to management carried out by the Board of Directors, that member of the Board of Commissioners is also responsible to the extent of their fault or negligence.

Paragraph (2)
It is clear enough.

Paragraph (3)
It is clear enough.

Article 27
It is clear enough.

Article 28
Paragraph (1)
What is meant by "other committees" includes among others governance committees and/or nomination and remuneration committees.

Paragraph (2)
It is clear enough.

Paragraph (3)
It is clear enough.

Article 29
It is clear enough.

Article 30
Paragraph (1)
What is meant by "indication of violation" is an indication of violation found by the Board of Commissioners.

Paragraph (2)
It is clear enough.

Article 31
Paragraph (1)
It is clear enough.

Paragraph (2)
It is clear enough.

Paragraph (3)
What is meant by "attendance of Board of Commissioners members in meetings" is physical attendance, circularly, or through electronic media, such as teleconference or video conference.

Paragraph (4)
It is clear enough.

Paragraph (5)
It is clear enough.

Article 32
Education and/or training referred to can be obtained among others through training, socialization, or seminars.

Article 33
Paragraph (1)
It is clear enough.

Paragraph (2)
What is meant by "legitimate income" is remuneration determined in the RUPS.

Article 34
Paragraph (1)
Letter a
It is clear enough.

Letter b
It is clear enough.

Letter c
It is clear enough.

Letter d
What is meant by "allowance" includes facilities provided to members of the Board of Directors and members of the Board of Commissioners to support the implementation of their duties and responsibilities.

Paragraph (2)
It is clear enough.

Article 35
It is clear enough.

Article 36
It is clear enough.

Article 37
It is clear enough.

Article 38
It is clear enough.

Article 39
Paragraph (1)
It is clear enough.

Paragraph (2)
It is clear enough.

Paragraph (3)
It is clear enough.

Paragraph (4)
The violation reporting system as referred to in this paragraph can be in the form of a flow and/or reporting mechanism at the Investment Manager, in the event that members of the Board of Directors, members of the Board of Commissioners, employees, and/or support units of the organs owned by the Investment Manager know of suspected ethical violations.

Article 40
Paragraph (1)
In practice, the guidelines for the implementation of duties and responsibilities of the Board of Directors and Board of Commissioners referred to are also known as charters.

Paragraph (2)
It is clear enough.

Article 41
Paragraph (1)
Conflicts of interest as referred to are differences in economic interests between:
a. the Investment Manager and the personal economic interests of controlling shareholders, members of the Board of Commissioners, members of the Board of Directors, employees, Clients, and/or related parties with the Investment Manager; and/or b. Clients and the personal economic interests of controlling shareholders, members of the Board of Commissioners, members of the Board of Directors, employees, and/or related parties with the Investment Manager, which can harm Clients and/or the Investment Manager.

Paragraph (2)
Letter a
It is clear enough.

Letter b
Identification of matters that constitute conflicts of interest as referred to includes among others the type of conflict of interest transactions of the Investment Manager with the personal interests of controlling shareholders, members of the Board of Directors, members of the Board of Commissioners, employees, Clients, and/or related parties with the Investment Manager.

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
Administration and documentation of conflicts of interest are adjusted to Financial Services Authority Regulations regarding guidelines for the conduct of Investment Managers, among others by creating, documenting, and maintaining documents and/or records of interests or ownership of Securities that have been disclosed by the Investment Manager and members of the Board of Directors, members of the Board of Commissioners, employees, and/or investment committees and investment management teams owned by the Investment Manager.

Administration and documentation of conflicts of interest as referred to are also regulated in Financial Services Authority Regulations regarding guidelines for the conduct of Investment Managers.

Paragraph (3)
It is clear enough.

Article 42
It is clear enough.

Article 43
It is clear enough.

Article 44
It is clear enough.

Article 45
It is clear enough.

Article 46
It is clear enough.

Article 47
Paragraph (1)
The Business Plan referred to contains information related to Shariah products for Shariah Investment Managers or Investment Managers that have Shariah investment management units.

Paragraph (2)
Letter a
It is clear enough.

Letter b
Internal factors can be in the form of strengths and weaknesses of the Investment Manager, while external factors can be in the form of opportunities and challenges.

Letter c
It is clear enough.

Letter d
It is clear enough.

Paragraph (3)
It is clear enough.

Article 48
It is clear enough.

Article 49
Paragraph (1)
It is clear enough.

Paragraph (2)
It is clear enough.

Paragraph (3)
Provisions related to Investment Manager activities include among others regulations concerning licensing, conduct, functions, and capital of Investment Managers.

Paragraph (4)
It is clear enough.

Paragraph (5)
Investment Managers can still carry out activities that are not included in the Business Plan.

Paragraph (6)
It is clear enough.

Paragraph (7)
It is clear enough.

Article 50
Paragraph (1)
The scope of monitoring includes among others:
a. financial factors, such as periodic financial reports; and b. non-financial factors, such as:

1. company strategy;
2. risk management; and
3. corporate governance including corporate social and environmental responsibility.

Paragraph (2)
It is clear enough.

Article 51
Paragraph (1)
It is clear enough.

Paragraph (2)
Engagement activities referred to can be in the form of written communication, e-mail, or direct dialogue with the company.

Article 52
Paragraph (1)
It is clear enough.

Paragraph (2)
In practice, the use of voting rights referred to is also known as voting.
Voting policies are made to protect the interests of Clients.

Article 53
It is clear enough.

Article 54
Paragraph (1)
The violation reporting system referred to can be in the form of a flow, and/or reporting mechanism at the Investment Manager, in the event that members of the Board of Directors, members of the Board of Commissioners, employees, and/or support units of the organs owned by the Investment Manager know of suspected ethical violations.

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
It is clear enough.

Letter f
The party managing the handling of violation reports referred to can be carried out by the party performing the compliance function.

Letter g
It is clear enough.

Letter h
It is clear enough.

Article 55
Paragraph (1)
Client complaint handling policies are drawn up with reference to consumer complaint handling provisions as referred to in Financial Services Authority Regulations regarding consumer protection in the financial services sector.

Paragraph (2)
It is clear enough.

Paragraph (3)
It is clear enough.

Article 56
It is clear enough.

Article 57
Paragraph (1)
It is clear enough.

Paragraph (2)
Letter a
It is clear enough.

Letter b
In practice, the self-assessment results referred to are also known as self-assessment.

Letter c
What is meant by "composite rating" is the final rating of the self-assessment results.

Paragraph (3)
It is clear enough.

Paragraph (4)
It is clear enough.

Paragraph (5)
It is clear enough.

Paragraph (6)
It is clear enough.

Paragraph (7)
It is clear enough.

Paragraph (8)
It is clear enough.

Article 58
It is clear enough.

Article 59
It is clear enough.

Article 60
The electronic documents referred to can be submitted using among other media such as digital compact disc media, flashdisk, or others.

Article 61
It is clear enough.

Article 62
It is clear enough.

Article 63
It is clear enough.

Article 64
What is meant by "other reporting provisions" includes among others reporting related to:
a. changes in members of the Board of Directors and/or members of the Board of Commissioners as referred to in legislation provisions in the Capital Market sector that regulate regarding licensing of Securities Companies conducting business activities as Investment Managers; b. opening of activities conducted at locations other than the headquarters as referred to in legislation provisions in the Capital Market sector that regulate regarding activities of Securities Companies at various locations;
c. submission of periodic reports by Securities Companies as referred to in legislation provisions in the Capital Market sector that regulate regarding the obligation of Securities Companies to submit periodic reports; and
d. Client complaints and follow-up on service and resolution of Client complaints as regulated in Financial Services Authority Regulations regarding consumer protection in the financial services sector.

Article 65
Paragraph (1)
It is clear enough.

Paragraph (2)
The identity of the Investment Manager includes at least the name of the Investment Manager or products and/or services produced by the Investment Manager.

Paragraph (3)
It is clear enough.

Article 66
It is clear enough.

Article 67
Paragraph (1)
Letter a
It is clear enough.

Letter b
What is meant by "brief history of the Investment Manager" includes among others the history of establishment, vision and mission, and business activities according to the latest articles of association.

Letter c
The organizational structure is presented in the form of a chart at least up to 1 (one) level below the Board of Directors and Board of Commissioners, including committees, accompanied by names and positions.

Letter d
It is clear enough.

Letter e
It is clear enough.

Letter f
It is clear enough.

Letter g
It is clear enough.

Paragraph (2)
Letter a
Product information of the Investment Manager referred to is supplemented with the prospectus and fund fact sheet of the respective product.

Letter b
It is clear enough.

Paragraph (3)
It is clear enough.

Article 68
It is clear enough.

Article 69
It is clear enough.

Article 70
It is clear enough.

Article 71
It is clear enough.

Article 72
It is clear enough.

Article 73
It is clear enough.

Article 74
It is clear enough.

Article 75
It is clear enough.

Article 76
It is clear enough.

Article 77
It is clear enough.

Article 78
It is clear enough.

Article 79
It is clear enough.

SUPPLEMENT TO THE STATE GAZETTE OF THE REPUBLIC OF INDONESIA NUMBER 6231