2018-11-05 | 14/SEOJK.04/2018Added · Updated
This circular regulates other business activities for securities companies licensed as underwriters and securities trading brokers, defining permitted core and ancillary activities such as financial advisory, non-public offering underwriting, and agency services. It mandates prior approval from the Financial Services Authority (OJK) for any new activities, requiring detailed submissions on risk management, legal compliance, and operational procedures. Approved activities must be reported via realization reports within seven working days of commencement and periodic reports according to annual financial reporting schedules, all submitted electronically.
OJK published 7 documents in the last 30 days — get each new one by email the day it lands.
To:
Board of Directors of Securities Companies Conducting Business as Underwriters and/or Securities Trading Brokers
ATTACHED COPY
CIRCULAR OF THE FINANCIAL SERVICES AUTHORITY
NUMBER 14/SEOJK.04/2018
REGARDING
OTHER ACTIVITIES FOR SECURITIES COMPANIES CONDUCTING BUSINESS AS UNDERWRITERS AND SECURITIES TRADING BROKERS
In relation to the provisions of Article 3 paragraph (4) and (5), Article 20, and Article 21 of Financial Services Authority Regulation Number 20/POJK.04/2016 concerning Licensing of Securities Companies Conducting Business as Underwriters and Securities Trading Brokers (State Gazette of the Republic of Indonesia Year 2016 Number 66, Supplement to the State Gazette of the Republic of Indonesia Number 5868), it is necessary to regulate provisions regarding other activities for securities companies conducting business as underwriters and securities trading brokers in this Financial Services Authority Circular as follows:
I. GENERAL PROVISIONS
In this Financial Services Authority Circular, the following terms are defined as:
a. Securities Company is a Party conducting business as an Underwriter, Securities Trading Broker, and/or Investment Manager. b. Underwriter is a Party that enters into a contract with an Issuer to conduct a Public Offering for the benefit of the Issuer with or without the obligation to purchase unsold Securities.
c. Securities Trading Broker is a Party conducting business buying and selling Securities for its own behalf or for other Parties.
d. Securities are securities, namely debt instruments, commercial paper, shares, bonds, debt certificates, Units of Collective Investment Contracts, futures contracts on Securities, and every derivative of Securities. e. Issuer is a Party conducting a Public Offering. f. Public Offering is the activity of offering Securities conducted by an Issuer to sell Securities to the public based on procedures regulated in Law Number 8 of 1995 concerning the Capital Market and its implementing regulations. g. Mutual Fund Selling Agent is a Party conducting the sale of Mutual Fund Securities based on a cooperation contract with the Investment Manager managing the Mutual Fund. h. Financial Services Institution is an institution conducting activities in the Banking, Capital Market, Insurance, Pension Fund, Financing Institution, and Other Financial Services Institution sectors.
Securities Companies holding a business license as Underwriters and/or Securities Trading Brokers may conduct:
a. core activities; and b. other activities established and/or approved by the Financial Services Authority.
Other activities as referred to in item 2 letter b may be conducted after obtaining approval from the Financial Services Authority.
II. ACTIVITIES OF SECURITIES COMPANIES CONDUCTING BUSINESS AS UNDERWRITERS
Securities Companies conducting business as Underwriters may conduct core activities as follows:
a. underwriting of Securities, namely underwriting of Securities issued through a Public Offering with an underwriting contract that can be in the form of full commitment or best effort; and b. other activities related to Public Offerings and/or corporate actions of companies that will or have conducted Public Offerings, the procedures for which are regulated in capital market legislation, such as the provision of advice by Underwriters to Issuers. Examples of other advisory activities include acting as a financial advisor for Securities issuance, mergers, consolidations, takeovers, restructuring, material transactions, and/or certain affiliated transactions and conflicts of interest.
Securities Companies conducting business as Underwriters that conduct other activities in the form of providing advice to Issuers as referred to in item 1 letter b must sign documents regarding the provision of such advice. Examples of documents that must be signed by financial advisors include prospectuses for Securities issuance or information disclosure documents in the context of mergers, consolidations, takeovers, restructuring, material transactions, and/or certain affiliated transactions and conflicts of interest of the Issuer.
Securities Companies conducting business as Underwriters may conduct other activities besides core activities as follows:
a. underwriting activities for Securities offered not through a Public Offering issued by Indonesian legal entities. Securities offered not through a Public Offering issued by Indonesian legal entities include deposit certificates, debt-type Securities with a maturity of less than 1 (one) year, and debt-type Securities with a maturity of more than 1 (one) year regulated by other authorities or not yet regulated and supervised by any authority; b. activities as arrangers for the issuance of Securities offered not through a Public Offering as referred to in letter a, issued by Indonesian legal entities;
c. activities as financial advisors to any Party other than the Issuer; and
d. financing activities related to underwriting, such as capital participation and/or pre-Public Offering financing. Examples of such activities include acting as a sponsor for Small and Medium Enterprises (SMEs) before a Public Offering.
Securities Companies conducting business as Underwriters may apply for other activities besides those already established as referred to in item 3, provided that the other activities:
a. do not conflict with legislation; and b. are based on adequate risk management to mitigate arising risks.
III. ACTIVITIES OF SECURITIES COMPANIES CONDUCTING BUSINESS AS SECURITIES TRADING BROKERS
In the event that a Securities Company acts as an agent for a Stock Exchange Member as referred to in item 1 letter b item 1), the Securities Company must follow the provisions of capital market legislation regulating guidelines for agreements between Securities Company agents and Stock Exchange Members.
In the event that a Securities Company acts as an APERD as referred to in item 1 letter b item 2), the Securities Company must follow the provisions of the Financial Services Authority Regulation concerning Mutual Fund Selling Agents.
Securities Companies conducting business as Securities Trading Brokers may conduct other activities besides core activities as follows:
a. Securities transactions for their own behalf and/or other Parties regarding Securities offered not through a Public Offering issued by Indonesian legal entities. Securities offered not through a Public Offering issued by Indonesian legal entities include deposit certificates, debt-type Securities with a maturity of less than 1 (one) year, and debt-type Securities with a maturity of more than 1 (one) year regulated by other authorities or not yet regulated and supervised by any authority. Examples of Securities transaction activities for other Parties include acting as a selling agent or transaction intermediary in the secondary market for Securities offered not through a Public Offering; b. acting as a custodian for Securities offered not through a Public Offering; and
c. agency activities for products of other Financial Services Institutions.
Securities Companies conducting business as Securities Trading Brokers may apply for other activities besides those already established as referred to in item 4, provided that the other activities:
a. do not conflict with legislation; and b. are based on adequate risk management to mitigate arising risks.
IV. REVENUE RECORDING FROM THE IMPLEMENTATION OF OTHER ACTIVITIES OF SECURITIES COMPANIES CONDUCTING BUSINESS AS UNDERWRITERS AND SECURITIES TRADING BROKERS
Revenue obtained from the implementation of other activities that have received approval from the Financial Services Authority, which are part of the business activities of Securities Companies as Underwriters and/or Securities Trading Brokers, shall be recognized and recorded as business revenue.
V. PROCEDURES FOR APPLICATION FOR APPROVAL AND REPORTING OF OTHER ACTIVITIES OF SECURITIES COMPANIES CONDUCTING BUSINESS AS UNDERWRITERS AND SECURITIES TRADING BROKERS
To conduct other activities as referred to in Item II item 3 and item 4, and Item III item 4 and item 5, Securities Companies holding a business license as Underwriters or Securities Trading Brokers must first obtain approval from the Financial Services Authority.
Applications for approval of other activities are submitted by Securities Companies for each type of activity and/or Securities having different characteristics and risks.
In the event that a Securities Company will conduct the same other activity and/or over the same Securities that previously received approval from the Financial Services Authority but with different clients, the Securities Company does not need to submit a new approval application.
Applications for approval of other activities are submitted by Securities Companies to the Financial Services Authority in accordance with Article 20 of Financial Services Authority Regulation Number 20/POJK.04/2016 concerning Licensing of Securities Companies Conducting Business as Underwriters and Securities Trading Brokers, with the following provisions:
a. submitting the application for approval of other activities to the Head of the Capital Market Supervision Executive of the Financial Services Authority, with a copy to the Head of Capital Market Supervision Department 2A; b. using the application for approval of other activities form as referred to in the Appendix of Financial Services Authority Regulation Number 20/POJK.04/2016 concerning Licensing of Securities Companies Conducting Business as Underwriters and Securities Trading Brokers;
c. including documents as referred to in Article 20 paragraph (2) of Financial Services Authority Regulation Number 20/POJK.04/2016 concerning Licensing of Securities Companies Conducting Business as Underwriters and Securities Trading Brokers; and
d. including a list of administrative requirement fulfillment (compliance checklist) as stated in the Appendix which is an integral part of this Financial Services Authority Circular.
Documents as referred to in item 4 letter c must contain the following:
a. explanation of the plan for implementing other activities, including:
Submission of reports on the realization of the implementation of other activities approved by the Financial Services Authority as referred to in Article 21 paragraph (8) of Financial Services Authority Regulation Number 20/POJK.04/2016 concerning Licensing of Securities Companies Conducting Business as Underwriters and Securities Trading Brokers, must be submitted no later than 7 (seven) working days after the other activity commences, calculated from the date of the implementation contract with clients, including also clients, issuers, investors, and other related parties, using the report form for the realization of the implementation of other activities for Underwriters and/or Securities Trading Brokers as stated in the Appendix which is an integral part of this Financial Services Authority Circular.
Securities Companies conducting business as Underwriters and/or Securities Trading Brokers must submit periodic reports on the implementation of other activities containing details of business revenue obtained from the implementation of other activities to the Financial Services Authority using the periodic report form for the implementation of other activities for Underwriters and/or Securities Trading Brokers as stated in the Appendix which is an integral part of this Financial Services Authority Circular.
The time limit for submitting periodic reports on the implementation of other activities as referred to in item 7 is implemented in accordance with the provisions regarding the time limit for submitting Annual Financial Reports as referred to in Regulation Number X.E.1, Appendix of the Decision of the Chairman of the Capital Market Supervisory Board and Financial Institutions Number KEP-460/BL/2008 dated November 10, 2008 concerning Obligations to Submit Periodic Reports by Securities Companies to the Financial Services Authority.
Reports on the realization of the implementation of other activities and periodic reports on the implementation of other activities are submitted by Securities Companies conducting business as Underwriters and/or Securities Trading Brokers to the Financial Services Authority electronically through the electronic system provided by the Financial Services Authority.
In the event that the electronic system for reports on the realization of the implementation of other activities as referred to in item 9 is not yet available, reports on the realization of the implementation of other activities and periodic reports on the implementation of other activities may be submitted to the Financial Services Authority in the form of printed documents.
Applications for approval of other activities for Underwriters or Securities Trading Brokers are submitted by Securities Companies conducting business as Underwriters and/or Securities Trading Brokers to the Financial Services Authority electronically through the electronic system provided by the Financial Services Authority.
In the event that the electronic system for applications for approval of other activities as referred to in item 11 is not yet available, applications for approval of other activities may be submitted to the Financial Services Authority in the form of printed documents.
In the event of certain conditions causing the electronic system to function improperly, reports on the realization of the implementation of other activities and periodic reports on the implementation of other activities as referred to in item 9, and applications for approval of other activities as referred to in item 11, may be submitted in the form of printed documents to the Financial Services Authority.
Regulations regarding the procedure for processing applications for approval of other activities, the termination of approval of other activities, and the cancellation of approval of other activities are subject to Financial Services Authority Regulation Number 20/POJK.04/2016 concerning Licensing of Securities Companies Conducting Business as Underwriters and Securities Trading Brokers.
This copy is consistent with the original
Director of Law 1
Legal Department signed
Yuliana
VI. TRANSITIONAL PROVISIONS
Approvals for other activities issued by the Financial Services Authority before the implementation of this Financial Services Authority Circular are declared to remain valid.
Applications for approval of other activities by Securities Companies Conducting Business as Underwriters and Securities Trading Brokers that have been received by the Financial Services Authority before the implementation of this Financial Services Authority Circular are subject to the provisions in the Financial Services Authority Regulation concerning Licensing of Securities Companies Conducting Business as Underwriters and Securities Trading Brokers.
VIII. CLOSING PROVISIONS
This Financial Services Authority Circular shall take effect on the date of determination.
Determined in Jakarta on November 5, 2018
HEAD OF EXECUTIVE
CAPITAL MARKET SUPERVISOR, signed
HOSEN
APPENDIX
CIRCULAR OF THE FINANCIAL SERVICES AUTHORITY
NUMBER 14/SEOJK.04/2018
REGARDING
OTHER ACTIVITIES FOR SECURITIES COMPANIES CONDUCTING BUSINESS AS UNDERWRITERS AND SECURITIES TRADING BROKERS
LIST OF ADMINISTRATIVE REQUIREMENT FULFILLMENT (COMPLIANCE CHECKLIST)
APPLICANT COMPANY INFORMATION
Company Name :
Application Letter Number :
Date of Application Letter :
Brief description of the background of the application :
NO.
DESCRIPTION
REFERENCE
REGULATION
YES
NO
NOT APPLICABLE
REMARKS
The application for approval of other activities is submitted by the Securities Company to the Financial Services Authority in duplicate (2) copies in accordance with the application for approval of other activities for Underwriters or Securities Trading Brokers as stated in the Appendix of Financial Services Authority Regulation Number 20/POJK.04/2016 concerning Licensing
NO.
DESCRIPTION
REFERENCE
REGULATION
YES
NO
NOTES
Securities Broker*)
Securities Companies Engaging in Business Activities as Underwriters of Securities and Securities Trading Intermediaries.
Application for approval of other activities is submitted to the Head of the Executive Supervisor of the Capital Market of the Financial Services Authority, with a copy to the Head of the Capital Market Supervision Department 2A. Licensing Securities Companies Engaging in Business Activities as Underwriters of Securities and Securities Trading Intermediaries
NO.
DESCRIPTION
REFERENCE
REGULATION
YES
NO
NOTES
c. Purpose of implementation of other activities, including market targets and income targets in the first 1 (one) year, as follows:
up to
7)
NO.
DESCRIPTION
REFERENCE
REGULATION
YES
NO
NOTES e. Benefits, costs, and risks for the company regarding other activities as follows:
NO.
DESCRIPTION
REFERENCE
REGULATION
YES
NO
NOTES f. Benefits and risks for clients as follows:
NO.
DESCRIPTION
REFERENCE
REGULATION
YES
NO
NOTES liquidity risk, operational risk, legal risk, reputation risk, strategic risk, and compliance risk (if any). g. Risk mitigation for the implementation of other activities, namely mentioning and explaining the mitigation to be carried out by the Securities Company engaging in business activities as Underwriters of Securities and/or Securities Trading Intermediaries for the risks inherent in such other activities.
3. Procedures and
operating standards for
Other Activities
Underwriters of Securities
Procedures and operating standards for implementing other activities of Underwriters of Securities or Securities Trading Intermediaries must at least contain:
a. title of procedures and operating standards (standard operating guidelines); b. person responsible for procedures and operating standards;
NO.
DESCRIPTION
REFERENCE
REGULATION
YES
NO
NOTES and/or
Securities Trading
Intermediaries*)
c. parties implementing each procedure and operating standard;
d. flowchart and explanation of each stage of the procedure implemented; e. time limits for implementation in each procedure; f. documents used; and g. results of the implemented procedures. Regulation No. 20/POJK.04/ 2016 concerning Licensing Securities Companies Engaging in Business Activities as Underwriters of Securities and Securities Trading Intermediaries
NO.
DESCRIPTION
REFERENCE
REGULATION
YES
NO
NOTES
4. Risk Management
Policy for
Other Activities
Underwriters of Securities and/or
Securities Trading
Intermediaries
*)
The document in question contains an explanation by the Securities Company engaging in business activities as Underwriters of Securities and/or Securities Trading Intermediaries regarding the process of identification, measurement, monitoring, and control of risks inherent in other activities. The process of identification, measurement, monitoring, and control of risks inherent in other activities must at least contain:
Article 20 paragraph
(2) letter c
Financial Services
Authority
Regulation
No.
20/POJK.04/
2016 concerning
Licensing
Securities Companies
Engaging in
Business Activities as Underwriters a. Risk Identification Inventory of risks across all parts of the Company regarding the implementation of other activities. b. Risk Measurement Explains the steps for measurement/assessment of such risks.
c. Risk Monitoring
Explains the steps for monitoring and the parties responsible for implementing monitoring of risks related to other activities. d. Control against risks inherent in other activities Explains the steps for control and the parties responsible for implementing control of risks related to such other activities. of Securities and Securities Trading Intermediaries
Number V number
5 letter c
NO.
DESCRIPTION
REFERENCE
REGULATION
YES
NO
NOTES
5. Analysis of Legal
and Compliance
Aspects for the
Implementation of Other Activities
Underwriters of Securities and/or
Securities Trading
Intermediaries
*)
The document in question explains the results of the analysis of legal aspects and compliance aspects regarding other activities. The results of the analysis of legal aspects and compliance aspects regarding other activities must at least contain:
Article 20 paragraph
(2) letter d
Financial Services
Authority
Regulation
No.
20/POJK.04/ a. Legal Aspects
Explanation of the legal basis in relation to the implementation of other activities, both regulations and agreements. b. Compliance Aspects Explains complaints, audit findings, sanctions previously imposed in previous periods (if any). 2016 concerning Licensing Securities Companies Engaging in Business Activities as Underwriters of Securities and Securities Trading Intermediaries
Number V number
5 letter d
NO.
DESCRIPTION
REFERENCE
REGULATION
YES
NO
NOTES
6. Documents or
draft documents in the framework of transparency to and/or from clients related to the Implementation of Other Activities Underwriters of Securities and/or Securities Trading Intermediaries *) The documents or draft documents in question are all documents that provide adequate information for related parties in the implementation of such other activities. The documents or draft documents in the framework of transparency to and/or from clients related to the implementation of other activities must at least include:
a. agreements between the Securities Company engaging in business activities as Underwriters of Securities and/or Securities Trading Intermediaries with clients and/or other parties; b. offering materials such as brochures, flyers;
c. prospectus; and/or
d. application forms;
Financial Services
Authority
Regulation
No.
20/POJK.04/
2016 concerning
Licensing
Securities Companies
Engaging in
Business Activities as Underwriters of Securities and Securities Trading Intermediaries
NO.
DESCRIPTION
REFERENCE
REGULATION
YES
NO
NOTES
7. Documents
of the Accounting
Information System for Other Activities
Underwriters of Securities and/or
Securities Trading
Intermediaries
*)
The document in question explains the accounting information system, including a brief explanation regarding the relevance of the accounting information system for other activities with the accounting information system of the Underwriter of Securities or Securities Trading Intermediary as a whole and/or the administrative recording system. The explanation of the accounting information system must at least contain:
a. the flow of the accounting system starting from data collection, storage, management, processing, and reporting of financial data; b. accounting procedures related to other activities of Underwriters of Securities and/or Securities Trading Intermediaries; and
c. example illustrations of accounting journals related to other activities of Underwriters of Securities and/or Securities Trading Intermediaries.
NO.
DESCRIPTION
REFERENCE
REGULATION
YES
NO
NOTES
Trading Intermediaries
NO.
DESCRIPTION
REFERENCE
REGULATION
YES
NO
NOTES
8. Statement Letter
or document
The statement letter or document in question states that the other activities to be carried out by the Securities Company engaging in business activities as Underwriters of Securities and/or Securities Trading Intermediaries:
a. do not conflict with regulations; and b. in their implementation will be carried out in accordance with regulations or have obtained approval or license from the competent authority, if the activities of the Underwriters of Securities and/or Securities Trading Intermediaries concerned require approval from the competent authority.
NO.
DESCRIPTION
REFERENCE
REGULATION
YES
NO
NOTES
The statement letter in question is signed by the Director of the Securities Company engaging in business activities as Underwriters of Securities and/or Securities Trading Intermediaries. Underwriters of Securities and Securities Trading Intermediaries
NO.
DESCRIPTION
REFERENCE
REGULATION
YES
NO
NOTES
9. Readiness and
results of trials for the implementation of other activities Underwriters of Securities and/or Securities Trading Intermediaries *) The document in question explains the readiness and trial results of the Securities Company engaging in business activities as Underwriters of Securities and/or Securities Trading Intermediaries for other activities, if such other activities are to be carried out for the first time.
NO.
DESCRIPTION
REFERENCE
REGULATION
YES
NO
NOTES
Review of the
Implementation of Other Activities by PEE or PPE The document in question explains the results of the review of the implementation of other activities that have been carried out by the Securities Company engaging in business activities as Underwriters of Securities and Securities Trading Intermediaries in previous periods, if such other activities have been carried out by the Securities Company engaging in business activities as Underwriters of Securities and Securities Trading Intermediaries before the implementation of the Financial Services Authority Regulation No. 20/POJK.04/2016 concerning Licensing of Securities Companies Engaging in Business Activities as Underwriters of Securities and Securities Trading Intermediaries.
Notes:
*) strike out what is not needed.
REPORT ON THE IMPLEMENTATION OF OTHER ACTIVITIES FOR UNDERWRITERS OF SECURITIES AND/OR SECURITIES TRADING INTERMEDIARIES*) PT …………………………………………………………………….. PERIOD YEAR ….. NO DESCRIPTION DETAILS
Other Parties (if any)
7. Value of implementation of other
activities
8. Other information, if
the other activity carried out is as an arranger/issuer a. Name of Securities b. Value of Securities Issuance
c. Term (Tenor)
d. Interest Rate e. Distribution Date f. Securities Custodian g. Monitoring Agent (if any)
.........., ......................20........
(place and date)
.............................................
(full name and signature)
Notes:
*) strike out what is not needed. stamp
This copy is in accordance with the original
Legal Director 1
Legal Department signed
Yuliana
PERIODIC REPORT ON THE IMPLEMENTATION OF OTHER ACTIVITIES FOR UNDERWRITERS OF SECURITIES AND/OR SECURITIES TRADING INTERMEDIARIES*) PT …………………………………………………………………….. PERIOD YEAR ….. NO ACTIVITY PARTY RECEIVING THE SERVICE TRANSACTION VALUE (IF ANY) INCOME
.........., ......................20........
(place and date)
.............................................
(full name and signature)
Notes:
*) strike out what is not needed.
Determined in Jakarta on 5 November 2018
HEAD OF THE EXECUTIVE
SUPERVISOR OF THE CAPITAL MARKET, signed
HOESEN stamp
Read the rest free
Source: Otoritas Jasa Keuangan (Financial Services Authority) — original document · Summary generated with machine assistance and reviewed before publication; the authoritative text is the regulator's original document. How RegAlert works
More like this from OJK
OJK published 7 documents in the last 30 days. We email you each new one the day it's published.