POJK on the Board of Directors and Board of Commissioners of a Stock Exchange

FINANCIAL SERVICES AUTHORITY
REPUBLIC OF INDONESIA
FINANCIAL SERVICES AUTHORITY REGULATION
NUMBER 58 /POJK.04/2016
CONCERNING
THE BOARD OF DIRECTORS AND BOARD OF COMMISSIONERS OF A STOCK EXCHANGE BY THE GRACE OF GOD THE ALMIGHTY, THE COMMISSIONERS OF THE FINANCIAL SERVICES AUTHORITY,

Considering: that in order to improve good corporate governance of Stock Exchanges and global competitiveness, as well as to improve the competence and integrity of the Board of Directors and Board of Commissioners of Stock Exchanges, it is necessary to perfect regulations regarding the Board of Directors and Board of Commissioners of Stock Exchanges by establishing a Financial Services Authority Regulation concerning the Board of Directors and Board of Commissioners of Stock Exchanges;

Recalling: 1. Law Number 8 of 1995 concerning Capital Markets (State Gazette of the Republic of Indonesia Year 1995 Number 64, Supplement to the State Gazette of the Republic of Indonesia Number 3608);
2. Law Number 21 of 2011 concerning the Financial Services Authority (State Gazette of the Republic of Indonesia Year 2011 Number 111, Supplement to the State Gazette of the Republic of Indonesia Number 5253);

COPY

DECIDES:

Establishing: A FINANCIAL SERVICES AUTHORITY REGULATION CONCERNING THE BOARD OF DIRECTORS AND BOARD OF COMMISSIONERS OF A STOCK EXCHANGE.

CHAPTER I
GENERAL PROVISIONS

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

Board of Directors is the organ of the Stock Exchange that has the authority and full responsibility for the management of the Stock Exchange for the interests of the Stock Exchange, in accordance with the purpose and objectives of the Stock Exchange and representing the Stock Exchange, both inside and outside of court, in accordance with the provisions of the Articles of Association.
Board of Commissioners is the organ of the Stock Exchange tasked with conducting general and/or specific supervision in accordance with the Articles of Association and providing advice to the Board of Directors.
Stock Exchange is a Party that organizes and provides systems and/or facilities to bring together buy and sell offers of Securities of other Parties with the aim of trading Securities among them.
Member of the Stock Exchange is a Securities Broker who has obtained a business license from the Financial Services Authority and has the right to use the systems and/or facilities of the Stock Exchange in accordance with Stock Exchange regulations.
Remuneration Committee is an ad hoc committee formed by and responsible to the Board of Commissioners to assist in carrying out the functions and tasks of the Board of Commissioners to review and propose salaries and other benefits for members of the Board of Directors, as well as honorariums including the method of determination, for members of the Board of Commissioners.
Competency and Fit Assessment Committee is an ad hoc committee formed by the Head of the Capital Market Supervisory Executive of the Financial Services Authority to conduct assessments of the competency and fit of candidates for members of the Board of Directors and members of the Board of Commissioners of Stock Exchanges.
General Meeting of Shareholders, hereinafter abbreviated as GMS, is the organ of the Stock Exchange that has authority not given to the Board of Directors or Board of Commissioners within the limits determined in Law Number 40 of 2007 concerning Limited Liability Companies and/or the Articles of Association.

CHAPTER II
BOARD OF DIRECTORS OF A STOCK EXCHANGE

First Section
Membership of the Board of Directors

Article 2
(1) A Stock Exchange must have at least 3 (three) members of the Board of Directors.
(2) One of the members of the Board of Directors of the Stock Exchange must be designated as the Chief Executive Director of the Stock Exchange with main duties including at least:
a. making final decisions if the Board of Directors meeting cannot make a decision; and b. coordinating activities at the Stock Exchange, public relations activities, legal and regulatory activities, and internal audit activities.
(3) Members of the Board of Directors of the Stock Exchange other than the Chief Executive Director must be designated as members of the Board of Directors of the Stock Exchange who are at least responsible for 1 (one) or more of the following activities:

a. listing, which is at least responsible for:

making listing and delisting regulations for Securities;
the behavior of Issuers listed on the Stock Exchange and the Securities Administration Bureau;
coordination and supervision of corporate actions of Issuers listed on the Stock Exchange; and
management of training and education for Issuers listed on the Stock Exchange and the Securities Administration Bureau;

b. Stock Exchange membership and participants, which is at least responsible for:

making regulations regarding requirements for Stock Exchange membership and participants;
reporting obligations of Stock Exchange Members and participants;
supervision of Stock Exchange Members and participants; and
management of training and education for Stock Exchange Members and participants;

c. trading, which is at least responsible for:

making regulations for trading, clearing, and settlement of Stock Transactions; and
smoothness of the organization of trading activities at the Stock Exchange;

d. trading supervision, which is at least responsible for:

drafting trading supervision parameters; and
implementing effective trading supervision;

e. inspection of Stock Exchange Members and participants, which is responsible for:

drafting inspection guidelines for Stock Exchange Members and participants; and
implementing effective inspection and monitoring of inspections of Stock Exchange Members and participants;

f. business research and development, which is at least responsible for:

implementing research and development activities for listing, Stock Exchange membership, trading, and trading supervision; and
business development of the Stock Exchange;

g. information technology systems, which is at least responsible for implementing the provision and management of information technology and systems for listing, Stock Exchange membership, trading, and trading supervision; and

h. finance and human resources, which is at least responsible for:

financial planning activities;
annual budget control;
administration and human resource development; and
general administration.

Article 3
(1) The Board of Directors of the Stock Exchange must submit the schedule and agenda of the GMS regarding the appointment of members of the Board of Directors of the Stock Exchange to the Financial Services Authority at least 121 (one hundred twenty-one) days before the GMS for the appointment of members of the Board of Directors of the Stock Exchange. (2) The Board of Commissioners of the Stock Exchange reviews the number of needs and positions of members of the Board of Directors of the Stock Exchange and submits them to the Financial Services Authority at least 116 (one hundred sixteen) days before the GMS for the appointment of members of the Board of Directors of the Stock Exchange. (3) In reviewing the number of needs and positions of members of the Board of Directors of the Stock Exchange, the Board of Commissioners may form a committee with or without involving third parties, guided by this Financial Services Authority Regulation, regulations in the Capital Market sector regarding Stock Exchange Licensing, and the organizational structure of the Stock Exchange. (4) In determining the positions of members of the Board of Directors of the Stock Exchange, the Board of Commissioners must consider the activities that are the responsibility of each position of members of the Board of Directors of the Stock Exchange as referred to in Article 2 paragraph (2) and paragraph (3). (5) If by the submission deadline as referred to in paragraph (2), the Board of Commissioners has not submitted the number of needs and positions of members of the Board of Directors of the Stock Exchange, the Financial Services Authority has the authority to directly determine the number of needs and positions of members of the Board of Directors of the Stock Exchange. (6) The Financial Services Authority has the authority to determine the number of needs and positions of members of the Board of Directors of the Stock Exchange at least 106 (one hundred six) days before the GMS for the appointment of members of the Board of Directors of the Stock Exchange. (7) If by the deadline as referred to in paragraph (6), the Financial Services Authority has not determined the number of needs and positions of members of the Board of Directors of the Stock Exchange, the number of needs and positions of members of the Board of Directors of the Stock Exchange from the previous period shall apply.

Article 4
Taking into account the development of activities and operational needs of the Stock Exchange, the Financial Services Authority may add members to the Board of Directors of the Stock Exchange in the currently serving Board of Directors of the Stock Exchange.

Second Section
Requirements for Members of the Board of Directors and Composition of the Board of Directors

Article 5
Members of the Board of Directors of the Stock Exchange must meet the following requirements:
a. integrity includes:

individual Indonesian citizens who are legally competent;
having good character and morals;
never having been declared bankrupt or having been a member of the Board of Commissioners and/or Board of Directors who was declared guilty or partly guilty causing a company to be declared bankrupt;
never having been sentenced for proven criminal acts within a certain period before nomination;
never having committed disgraceful acts proven by submitting at least a Police Record Certificate where the period from the date of issuance to submission to the Financial Services Authority is not more than 6 (six) months or according to the validity period given by the police if less than 6 (six) months;
never having committed material violations of regulations in the financial services sector; and
having a commitment to the development of the Stock Exchange and the Indonesian Capital Market; and
b. competency includes:
having an understanding of regulations in the Capital Market field and broad knowledge about the Capital Market including international Capital Market developments;
understanding good corporate governance principles and risk management principles; and
having sufficient background and/or experience.

Article 6
Based on the requirements as referred to in Article 5 letter b number 3, members of the Board of Directors of the Stock Exchange must meet the following provisions:
a. in the event that the Board of Directors of the Stock Exchange consists of 3 (three) or 4 (four) people:

at least one member of the Board of Directors of the Stock Exchange must have experience in the position of director member in a company operating in the financial sector for at least 5 (five) years, with the provision that at least 3 (three) years of experience must be in the position of director member in a Securities Company;
at least one member of the Board of Directors of the Stock Exchange must have experience in a managerial position at least 1 (one) level below the director or equivalent position at a Capital Market supervisory institution and/or organization given authority by Law Number 8 of 1995 concerning Capital Markets to regulate the implementation of its activities, for at least 5 (five) years; and
specifically for members of the Board of Directors of the Stock Exchange responsible in the field of information technology, must have experience in a managerial position in the field of information technology for at least 5 (five) years and have sufficient knowledge regarding the information systems of companies operating in the financial sector.
b. in the event that the Board of Directors of the Stock Exchange consists of 5 (five) people or more:
at least one member of the Board of Directors of the Stock Exchange must have experience in the position of director member in a company operating in the financial sector for at least 5 (five) years, with the provision that at least 3 (three) years of experience must be in the position of director member in a Securities Company;
at least one member of the Board of Directors of the Stock Exchange must have experience in a managerial position at least 1 (one) level below the director or equivalent position at a Capital Market supervisory institution and/or organization given authority by Law Number 8 of 1995 concerning Capital Markets to regulate the implementation of its activities, for at least 5 (five) years;
at least one member of the Board of Directors of the Stock Exchange must have experience in a managerial position in the field of risk management and/or investment management in a company operating in the financial sector, or have experience as a professional in the fields of law, accounting, or finance practicing actively in the Capital Market field, for at least 5 (five) years; and
specifically for members of the Board of Directors of the Stock Exchange responsible in the field of information technology, must have experience in a managerial position in the field of information technology for at least 5 (five) years and have sufficient knowledge regarding the information systems of companies operating in the financial sector; and
c. The duration or period of experience of members of the Board of Directors of the Stock Exchange in managerial positions, director members, or directors as referred to in letters a and b is calculated until the date of the GMS for the appointment of members of the Board of Directors of the Stock Exchange.

Article 7
Candidates for members of the Board of Directors of the Stock Exchange proposed as the Chief Executive Director of the Stock Exchange must have strong leadership qualities.

Third Section
Procedures for Nomination and Submission of Members of the Board of Directors

Article 8
(1) Nomination and submission of candidates for members of the Board of Directors of the Stock Exchange is done by a group of Stock Exchange Members consisting of at least 10 (ten) Stock Exchange Members, with the following requirements:
a. 10 (ten) or more of the Stock Exchange Members have conducted joint Securities transactions of at least 10% (ten percent) of the total frequency and value of Securities trading at the Stock Exchange during the last 12 (twelve) months before submission to the Financial Services Authority; and b. each Stock Exchange Member can only be a member of 1 (one) group of Stock Exchange Members. (2) In the nomination of members of the Board of Directors of the Stock Exchange, the group of Stock Exchange Members meeting the requirements as referred to in paragraph (1) is jointly responsible for:
a. searching and selecting candidates for members of the Board of Directors of the Stock Exchange as referred to in Article 2; b. investigating that each candidate for members of the Board of Directors of the Stock Exchange has the expertise, experience, and responsibility for each position and activity that is the duty of their position as referred to in Article 2, Article 5, and Article 6; and
c. recommending salaries and other benefits for each candidate for members of the Board of Directors of the Stock Exchange by considering the proposal of the Remuneration Committee (if any).
(3) Candidates for members of the Board of Directors of the Stock Exchange must be submitted to the Financial Services Authority by the group of Stock Exchange Members as referred to in paragraph (1) in 1 (one) unified package of candidates for the Board of Directors of the Stock Exchange meeting the position provisions as referred to in Article 2, Article 5, Article 6, and Article 7. (4) The package submission as referred to in paragraph (3) does not apply to the submission of candidates for members of the Board of Directors of the Stock Exchange to fill vacant positions of members of the Board of Directors of the Stock Exchange or to add candidates for members of the Board of Directors of the Stock Exchange.

Article 9
(1) In submitting candidates for members of the Board of Directors of the Stock Exchange to the Financial Services Authority, the group of Stock Exchange Members as referred to in Article 8 paragraph (1) must attach in duplicate (2) the following documents:
a. curriculum vitae of the candidate for members of the Board of Directors of the Stock Exchange; b. photocopy of the ID card of the candidate for members of the Board of Directors of the Stock Exchange;
c. photocopy of diplomas and expertise certificates showing the expertise of the candidate for members of the Board of Directors of the Stock Exchange (if any);
d. a statement letter from each Party proposed as a candidate for members of the Board of Directors of the Stock Exchange containing at least:

a statement that the person has met the provisions of Article 5 to Article 7;
a statement regarding the existence or non-existence of Affiliation of the candidate for members of the Board of Directors of the Stock Exchange with other candidates for members of the Board of Directors from the Stock Exchange, members of the Board of Commissioners of the Stock Exchange, Stock Exchange Members, Issuers, or Public Companies whose Securities are listed on the Stock Exchange in the submitted package;
willingness to unconditionally follow the competency and fit assessment process conducted by the Financial Services Authority and willingness to be selected as a candidate for members of the Board of Directors of the Stock Exchange by the Financial Services Authority for positions as referred to in Article 2 paragraph (2) and paragraph (3), which are different from the positions proposed by the group of Stock Exchange Members as referred to in Article 8 paragraph (1);
willingness to be appointed as a member of the Board of Directors of the Stock Exchange by the GMS responsible for the activities that are their duties and to work together as best as possible with members of the Board of Commissioners and other members of the Board of Directors from the Stock Exchange in the implementation of orderly, fair, and efficient Stock Exchange activities;
a statement that they do not hold concurrent positions as director members, board of commissioners members, or employees in other companies or institutions, if the person is selected as a member of the Board of Directors of the Stock Exchange;
a statement that the candidate for members of the Board of Directors of the Stock Exchange, after becoming a member of the Board of Directors of the Stock Exchange, will not use Stock Exchange assets or conduct transactions and provide benefits in any form to Affiliates of the candidate for members of the Board of Directors of the Stock Exchange, other members of the Board of Directors from the Stock Exchange, Affiliates of other members of the Board of Directors of the Stock Exchange, members of the Board of Commissioners of the Stock Exchange, and/or Affiliates of members of the Board of Commissioners of the Stock Exchange; and
a statement containing at least:
a) willingness not to own shares or be a controller, either directly or indirectly, of a Securities Company while serving as a member of the Board of Directors of the Stock Exchange at the latest 6 (six) months after the GMS for the appointment of members of the Board of Directors of the Stock Exchange and during that period, the person is willing not to have voting rights in the GMS; b) willingness not to control, either directly or indirectly, an Issuer or Public Company; and/or c) willingness not to trade shares of an Issuer or Public Company owned by them until 6 (six) months after the end of their term of office; e. Police Record Certificate; f. answers to questions as contained in the Appendix which is an integral part of this Financial Services Authority Regulation; g. latest color passport photos size 10x15 cm with red background totaling 3 (three) sheets; h. a letter of explanation regarding the process of searching, selecting, and investigating candidates for members of the Board of Directors of the Stock Exchange from the group of Stock Exchange Members as referred to in Article 8 paragraph (1), including recommendations regarding salaries and other benefits if the candidate for members of the Board of Directors of the Stock Exchange is appointed as a member of the Board of Directors of the Stock Exchange, stating that the process has been conducted professionally and there are no other interests including interests due to Affiliation, but only for the interests of the Stock Exchange in particular and the Capital Market in general; and
i. strategic plan of the candidate for members of the Board of Directors of the Stock Exchange that aligns with the vision and mission of the Stock Exchange.
(2) The submission of the name of the candidate for members of the Board of Directors of the Stock Exchange by the group of Stock Exchange Members as referred to in Article 8 paragraph (1) and paragraph (3) along with supporting documents as referred to in paragraph (1) must meet the requirements and be accepted completely by the Financial Services Authority at least 56 (fifty-six) days before the GMS for the appointment of members of the Board of Directors of the Stock Exchange.

Fourth Section
Competency and Fit Assessment of Candidates for Members of the Board of Directors

Article 10
(1) Every candidate for members of the Board of Directors of the Stock Exchange submitted must undergo a competency and fit assessment conducted by the Competency and Fit Assessment Committee.
(2) Members of the Competency and Fit Assessment Committee as referred to in paragraph (1) consist of 5 (five) people, namely a Deputy Commissioner as chairman concurrently a member, and 4 (four) officials at least at the director level as members. (3) Every implementation of the competency and fit assessment must be attended by at least 3 (three) members of the Competency and Fit Assessment Committee. (4) The Competency and Fit Assessment Committee conducts the competency and fit assessment of candidates for members of the Board of Directors of the Stock Exchange at least through administrative research and interviews, and/or presentation requests which at least include the strategic plan for the future development of the Stock Exchange. (5) The Competency and Fit Assessment Committee conducts the competency and fit assessment for each candidate for members of the Board of Directors of the Stock Exchange individually according to the proposed position. (6) If necessary, the Competency and Fit Assessment Committee may conduct the competency and fit assessment for candidates for members of the Board of Directors of the Stock Exchange as referred to in paragraph (5) for other positions of members of the Board of Directors of the Stock Exchange. (7) In conducting the competency and fit assessment of candidates for members of the Board of Directors of the Stock Exchange, the Competency and Fit Assessment Committee may be assisted by resource persons with specific expertise from outside the Financial Services Authority.

Article 11
(1) The competency and fit assessment is conducted to determine and assess that candidates for members of the Board of Directors of the Stock Exchange meet the requirements as referred to in Article 5 to Article 7 and are the best candidates to hold each position of members of the Board of Directors of the Stock Exchange. (2) The Competency and Fit Assessment Committee in conducting the competency and fit assessment of candidates for members of the Board of Directors of the Stock Exchange for each position must consider the composition of candidates for members of the Board of Directors of the Stock Exchange as referred to in Article 6.

Article 12
The Financial Services Authority has the authority to stop the nomination process for candidates for members of the Board of Directors of the Stock Exchange if the candidate is undergoing legal processes.

Article 13
The Commissioners determine candidates for members of the Board of Directors of the Stock Exchange for each position by considering the results of the competency and fit assessment conducted by the Competency and Fit Assessment Committee.

Article 14
Based on the results of the competency and fit assessment as referred to in Article 10 paragraph (4), paragraph (5), and paragraph (6), the Financial Services Authority may determine the position of candidates for members of the Board of Directors differently from the position of positions proposed by the group of Stock Exchange Members as referred to in Article 8 paragraph (1).

Article 15
(1) In the event that there are no selected candidates for members of the Board of Directors of the Stock Exchange from the results of the competency and fit assessment as referred to in Article 10 paragraph (4) for 1 (one) or more positions of members of the Board of Directors, the Financial Services Authority submits to each group of Stock Exchange Members as referred to in Article 8 paragraph (1) to submit other candidates for members of the Board of Directors of the Stock Exchange for position positions whose candidates have not been selected by the Financial Services Authority in the competency and fit assessment process, at the latest 35 (thirty-five) days after the application meets the requirements and is accepted completely by the Financial Services Authority. (2) The group of Stock Exchange Members as referred to in Article 8 paragraph (1) may submit other candidates for members of the Board of Directors of the Stock Exchange for position positions whose candidates have not been selected by the Financial Services Authority as referred to in paragraph (1), to the Financial Services Authority at the latest 14 (fourteen) days before the GMS for the appointment of members of the Board of Directors of the Stock Exchange, meeting the provisions in Article 5, Article 6, Article 7, Article 8, and Article 9 paragraph (1). (3) The Financial Services Authority conducts the competency and fit assessment for other candidates for members of the Board of Directors of the Stock Exchange as referred to in paragraph (1).

Article 16
(1) If all documents as referred to in Article 9 paragraph (1) are complete and have met the requirements, the Financial Services Authority submits the list of selected candidates for members of the Board of Directors of the Stock Exchange for each position of members of the Board of Directors along with photocopies of the documents of the candidates for members of the Board of Directors of the Stock Exchange to the Board of Directors of the Stock Exchange at the latest 7 (seven) days before the GMS for the appointment of members of the Board of Directors of the Stock Exchange. (2) The Board of Directors of the Stock Exchange must submit to all shareholders, the list of candidates for members of the Board of Directors of the Stock Exchange along with photocopies of complete documents as referred to in paragraph (1) at the latest 1 (one) working day

after receiving the list of candidates for the Stock Exchange Board of Directors from the Financial Services Authority.
(3) The list of candidates for the Stock Exchange Board of Directors along with complete photocopies of the documents referred to in paragraph (2) must be available and accessible to shareholders and the public.

Fifth Section
General Meeting of Shareholders and Procedures for the Appointment of Board of Directors Members

Article 17
(1) Announcements regarding the convening of a General Meeting of Shareholders (GMS) for the appointment of Stock Exchange Board of Directors members must be made no later than 14 (fourteen) days before the convening of the GMS, containing at least the plan for the appointment of Stock Exchange Board of Directors members. (2) The convening of the Stock Exchange GMS to appoint Board of Directors members must be made no later than 14 (fourteen) days before the said GMS, not counting the date of convening and the date of the GMS, containing at least the plan for the appointment of Stock Exchange Board of Directors members.

Article 18
(1) The appointment of Stock Exchange Board of Directors members is carried out by the GMS based on Board of Directors candidates selected by the Financial Services Authority according to their respective positions as referred to in Article 16 paragraph (1). (2) The procedure for appointing Stock Exchange Board of Directors candidates as referred to in paragraph (1) also applies to the appointment of Stock Exchange Board of Directors candidates to fill vacant Board of Directors positions or to add Stock Exchange Board of Directors candidates.

(3) The GMS to appoint Stock Exchange Board of Directors members must be led by the Lead Commissioner or one member of the Board of Commissioners in the event the Lead Commissioner is unable to attend.

Article 19
(1) At the time of the GMS for the appointment of Stock Exchange Board of Directors members, the Board of Directors candidates established by the Financial Services Authority must explain their strategic plan to the shareholders.
(2) The explanation may also be delivered in other forums prior to the GMS that allow shareholders to interact with the Stock Exchange Board of Directors candidates.

Article 20
The GMS approves and determines the salary and other benefits for Stock Exchange Board of Directors members proposed by the Group of Exchange Members as referred to in Article 8 paragraph (1).

Sixth Section
Prohibitions for Board of Directors Members

Article 21
(1) Stock Exchange Board of Directors members are prohibited from having an Affiliation relationship with other Stock Exchange Board of Directors members and/or Stock Exchange Board of Commissioners members.
(2) Stock Exchange Board of Directors members are prohibited from holding shares or acting as controllers, directly or indirectly, of a Securities Company.
(3) In the event that a Stock Exchange Board of Directors member holds shares or acts as a controller, directly or indirectly, of a Securities Company, such shares must be transferred no later than 6 (six) months since the GMS for the appointment of Stock Exchange Board of Directors members, and during that period, the individual is prohibited from exercising voting rights in the GMS of the said Securities Company. (4) Stock Exchange Board of Directors members are prohibited from controlling, directly or indirectly, an Issuer or Public Company and/or are prohibited from trading shares of an Issuer or Public Company. (5) In the event that a Stock Exchange Board of Directors member appointed by the GMS already holds shares of an Issuer or Public Company, such shares cannot be traded until 6 (six) months after the term of office has ended. (6) Stock Exchange Board of Directors members are prohibited from holding concurrent positions as directors, commissioners, or employees of other companies or institutions in any capacity.

Seventh Section
Term of Office of Board of Directors Members

Article 22
(1) The term of office for Stock Exchange Board of Directors members is 3 (three) years calculated from the GMS for the appointment of Stock Exchange Board of Directors members until the closing of the third-year GMS, and may only be reappointed for 1 (one) term of office, with the following provisions:
a. if a Stock Exchange Board of Directors member is appointed to fill a vacant Stock Exchange Board of Directors position or to add Stock Exchange Board of Directors candidates, the term of office for such Stock Exchange Board of Directors member applies for the remaining term of the currently serving Stock Exchange Board of Directors member; b. the calculation of 1 (one) term of office for a Stock Exchange Board of Directors member is if the individual has served for at least 2/3 (two-thirds) of the Stock Exchange Board of Directors term of office; and
c. the total term of office for members of the Board of Directors of the Stock Exchange, Clearing and Guarantee Institution, and Custody and Settlement Institution is at most 3 (three) terms of office.
(2) The end of the Stock Exchange Board of Directors term of office must be regulated differently from the end of the Stock Exchange Board of Commissioners term of office.

Article 23
(1) In the event that a Stock Exchange Board of Directors member no longer meets the requirements as referred to in Articles 5 through 7, the following provisions apply:
a. such Stock Exchange Board of Directors member must be replaced within a period of no later than 3 (three) months since the Financial Services Authority declares that the individual no longer meets the requirements; b. the Group of Exchange Members meeting the requirements as referred to in Article 8 paragraph (1) must immediately submit candidates for replacement Stock Exchange Board of Directors members to the Financial Services Authority according to the procedures as referred to in Articles 8 and 9; and
c. such replacement Stock Exchange Board of Directors candidates must meet Articles 5 through 7.
(2) In the event that there are vacant Stock Exchange Board of Directors positions, the following provisions apply:
a. such Stock Exchange Board of Directors positions must be filled within a period of no later than 3 (three) months since the Stock Exchange Board of Directors position in question became vacant; and b. the Group of Exchange Members meeting the requirements as referred to in Article 8 paragraph (1) must immediately submit candidates for Stock Exchange Board of Directors members to fill the vacant positions to the Financial Services Authority, meeting the provisions as referred to in Articles 5, 6, 7, and 9. (3) In the event that:
a. the position of the Stock Exchange Chief Executive Officer becomes vacant, one Stock Exchange Board of Directors member must be designated based on a decision of the Stock Exchange Board of Directors acting as the acting officer to execute the duties and authority of the vacant Chief Executive Officer position until a replacement is appointed, after obtaining approval from the Board of Commissioners; b. the position of Stock Exchange Board of Directors members other than the Chief Executive Officer becomes vacant, the duties and authority of such Board of Directors members must be transferred to other Stock Exchange Board of Directors members based on a decision of the Stock Exchange Board of Directors meeting until a replacement is appointed, after obtaining approval from the Board of Commissioners; and
c. the temporary designation of the Stock Exchange Chief Executive Officer or the transfer of duties and authority of Stock Exchange Board of Directors members must be reported by the Stock Exchange Board of Directors to the Financial Services Authority no later than 2 (two) days after the designation or transfer.
(4) The Financial Services Authority may determine that vacant Stock Exchange Board of Directors positions as referred to in paragraph (2) do not need to be filled after considering the development of activities and operations of the Stock Exchange. (5) The time limit for replacement and/or filling of Stock Exchange Board of Directors members as referred to in paragraphs (1) and (2) may be otherwise determined by the Financial Services Authority.

(6) In the event that there are vacant Stock Exchange Board of Directors positions or in the event of the resignation of Stock Exchange Board of Directors members, the Stock Exchange Board of Directors must report to the Financial Services Authority no later than 5 (five) working days since it was known or since the resignation letter was received by the Stock Exchange Board of Directors. (7) In filling vacant Stock Exchange Board of Directors positions and/or the need for additional Stock Exchange Board of Directors members, the following provisions apply:
a. filling or adding Stock Exchange Board of Directors members must meet the provisions as regulated in Articles 5 through 9; b. Stock Exchange Board of Directors candidates to be submitted must be willing to cooperate with existing Stock Exchange Board of Directors members; and
c. the addition of new Stock Exchange Board of Directors members must consider the provisions as referred to in Article 4, and its implementation must meet the provisions of Articles 5 through 9.

Article 24
The term of office for Stock Exchange Board of Directors members ends automatically if:
a. loss of Indonesian citizenship; b. incapable of performing legal acts;
c. declared bankrupt or became a member of the Board of Commissioners and/or Board of Directors who were declared guilty or partly guilty causing a company to be declared bankrupt;
d. sentenced for proven criminal acts; e. permanently unable to perform duties; f. death; and/or g. term of office expires.

Article 25
(1) Stock Exchange Board of Directors members may be dismissed from their positions by the Financial Services Authority if:
a. lacking good ethics and morality; b. committing disgraceful acts in the financial services sector;
c. committing material violations of regulations in the financial services sector;
d. lacking commitment to the development of the Stock Exchange; and/or e. failing or being incapable of performing duties.
(2) In the event that the Financial Services Authority temporarily dismisses and/or there is a vacancy of all Stock Exchange Board of Directors members, the Head of the Capital Market Supervisory Executive of the Financial Services Authority may designate and appoint the Stock Exchange Board of Commissioners to execute the functions of the Stock Exchange Board of Directors until new Board of Directors members are appointed by the GMS. (3) In the event that there are no Stock Exchange Board of Commissioners members who can execute the functions of the Stock Exchange Board of Directors as referred to in paragraph (2), based on the proposal of the Head of the Capital Market Supervisory Executive, the Board of Commissioners of the Financial Services Authority may designate and appoint another party as the interim management of the Stock Exchange.

Article 26
(1) The distribution of duties as referred to in Article 2 paragraphs (2) and (3) must be established in the Stock Exchange organizational structure and job descriptions.
(2) The determination and/or change of the Stock Exchange interim organizational structure up to 1 (one) level below the Board of Directors members must obtain approval from the Financial Services Authority.

Article 27
In the event that the Stock Exchange Board of Directors considers that Stock Exchange Board of Directors members responsible for and executing tasks for several activities as determined when they were appointed are unable to execute part of their tasks, based on a Board of Directors decision, part of their tasks may be transferred to other Stock Exchange Board of Directors members considered capable of executing the tasks after obtaining approval from the Board of Commissioners and the Financial Services Authority.

Article 28
Stock Exchange Board of Directors members who no longer serve as Stock Exchange Board of Directors members for any reason are not entitled to receive salary and other benefits from the Stock Exchange, except for rights to compensation or honorarium as approved by the GMS, with the provision that the amount of such compensation or honorarium is not greater than the salary from the remaining term of office.

CHAPTER III
STOCK EXCHANGE BOARD OF COMMISSIONERS

First Section
Board of Commissioners Membership

Article 29
(1) The Stock Exchange must have at least 2 (two) members of the Board of Commissioners.
(2) One of the Stock Exchange Board of Commissioners members must be designated as the Lead Commissioner.

Article 30
(1) The Stock Exchange Board of Directors must submit the schedule and agenda of the GMS for the appointment of Stock Exchange Board of Commissioners members to the Financial Services Authority no later than 60 (sixty) days before the GMS for the appointment of Stock Exchange Board of Commissioners members. (2) The Financial Services Authority has the authority to determine the number of required Stock Exchange Board of Commissioners members no later than 50 (fifty) days before the GMS for the appointment of Stock Exchange Board of Commissioners members. (3) If by the time limit as referred to in paragraph (2) the Financial Services Authority has not determined the number of required Stock Exchange Board of Commissioners members, the number of required Stock Exchange Board of Commissioners members from the previous period applies. (4) Considering the development of activities and operational needs of the Stock Exchange, the Financial Services Authority may add Stock Exchange Board of Commissioners members to the currently serving Stock Exchange Board of Commissioners.

Second Section
Requirements for Board of Commissioners Members and Composition of the Board of Commissioners

Article 31
Stock Exchange Board of Commissioners members must meet the following requirements:
a. integrity includes:

an individual who is an Indonesian citizen and capable of performing legal acts;
having good ethics and morality;
never declared bankrupt or becoming a member of the Board of Commissioners and/or Board of Directors who were declared guilty or partly guilty causing a company to be declared bankrupt;
never sentenced for proven criminal acts within a certain period before nomination;
never committing disgraceful acts proven by submitting at least a Police Record Certificate where the period from the date of issuance to submission to the Financial Services Authority is no more than 6 (six) months or according to the validity period given by the police if less than 6 (six) months;
never committing material violations of regulations in the financial services sector; and
having commitment to the development of the Stock Exchange and the Indonesian Capital Market; and
b. competence includes:
having understanding of regulations in the Capital Market field and broad knowledge about the Capital Market;
understanding the principles of good corporate governance and risk management principles; and
having sufficient background and/or experience.

Article 32
(1) Based on the requirements as referred to in Article 31 letter b number 3, Stock Exchange Board of Commissioners members must meet the following provisions:
a. in the event that the Board of Commissioners consists of 3 (three) or 4 (four) members:

at least one member of the Board of Commissioners is a member of the Board of Directors of an Exchange Member and has served for at least 2 (two) years;
one member of the Board of Commissioners is a member of the Board of Directors of an Issuer or Public Company listed on the Stock Exchange where the securities of the Issuer or Public Company are recorded and has served for at least 2 (two) years; and
one member of the Board of Commissioners must:
a) have experience in managerial positions at Capital Market supervisory institutions for at least 5 (five) years or have previously been a leader at a financial services supervisory institution; b) have experience in director positions at organizations authorized by Law Number 8 of 1995 concerning the Capital Market to regulate the implementation of their activities for at least 2 (two) years; or c) be a professional in the fields of law, accounting, or finance practicing actively in the Capital Market field for at least 5 (five) years; b. in the event that the Board of Commissioners consists of 5 (five) members:
2 (two) members of the Board of Commissioners are members of the Board of Directors of Exchange Members and have served for at least 2 (two) years;
one member of the Board of Commissioners is a member of the Board of Directors of an Issuer or Public Company listed on the Stock Exchange where the securities of the Issuer or Public Company are recorded and has served for at least 2 (two) years;
one member of the Board of Commissioners must have experience in:
a) managerial positions at Capital Market supervisory institutions for at least 5 (five) years or have previously been a leader at a financial services supervisory institution; or b) director positions at organizations authorized by Law Number 8 of 1995 concerning the Capital Market to regulate the implementation of their activities for at least 2 (two) years; and
one member of the Board of Commissioners is a professional in the fields of law, accounting, or finance practicing actively in the Capital Market field for at least 5 (five) years; or
c. in the event that the Board of Commissioners consists of more than 5 (five) members:
at least 2 (two) members of the Board of Commissioners are members of the Board of Directors of Exchange Members and have served for at least 2 (two) years;
at least 2 (two) members of the Board of Commissioners are members of the Board of Directors of Issuers or Public Companies listed on the Stock Exchange where the securities of the Issuer or Public Company are recorded and have served for at least 2 (two) years; and
at least one member of the Board of Commissioners must have experience in:
a) managerial positions at Capital Market supervisory institutions for at least 5 (five) years or have previously been a leader at a financial services supervisory institution; or b) director positions at organizations authorized by Law Number 8 of 1995 concerning the Capital Market to regulate the implementation of their activities for at least 2 (two) years; and c) at least one member of the Board of Commissioners is a professional in the fields of law, accounting, or finance practicing actively in the Capital Market field for at least 5 (five) years. (2) Two or more Stock Exchange Board of Commissioners members are prohibited from coming from the same company or from 2 (two) or more companies controlled directly or indirectly by the same Party. (3) The duration or period of experience of Stock Exchange Board of Commissioners candidates in managerial, director, or director positions as referred to in paragraph (1) is calculated until the date of the GMS for the appointment of Stock Exchange Board of Commissioners members.

Third Section
Procedures for Nomination and Submission of Board of Commissioners Members

Article 33
(1) Nomination and submission of Stock Exchange Board of Commissioners candidates is conducted by a Group of Exchange Members consisting of at least 10 (ten) Exchange Members, with the following requirements:
a. 10 (ten) or more Exchange Members have jointly conducted securities transactions totaling at least 10% (ten percent) of the total frequency and value of securities trading on the Stock Exchange during the last 12 (twelve) months prior to submission to the Financial Services Authority; and b. each Exchange Member can only be a member of 1 (one) Group of Exchange Members. (2) In the nomination of Stock Exchange Board of Commissioners members, the Group of Exchange Members meeting the requirements as referred to in paragraph (1) is jointly responsible for:
a. searching and selecting Stock Exchange Board of Commissioners candidates as referred to in Article 29; b. examining the level of expertise, experience, and responsibility as Board of Commissioners members in accordance with this Financial Services Authority Regulation; and
c. recommending remuneration for each Stock Exchange Board of Commissioners candidate considering the proposal of the Remuneration Committee (if any).
(3) Stock Exchange Board of Commissioners candidates must be submitted to the Financial Services Authority by the Group of Exchange Members as referred to in paragraph (1) in 1 (one) package of Stock Exchange Board of Commissioners candidates. (4) The package submission as referred to in paragraph (3) does not apply to the submission of Stock Exchange Board of Commissioners candidates to fill vacant Stock Exchange Board of Commissioners positions or to add Stock Exchange Board of Commissioners candidates.

Article 34
(1) In the submission of Stock Exchange Board of Commissioners candidates to the Financial Services Authority, the Group of Exchange Members as referred to in Article 33 paragraph (1) must attach 2 (two) copies of the following documents:
a. curriculum vitae of Stock Exchange Board of Commissioners candidates; b. photocopy of the Stock Exchange Board of Commissioners candidate's Identity Card;
c. photocopy of diplomas and expertise certificates showing the candidate's level of expertise (if any);
d. statement letter from each party submitted as Stock Exchange Board of Commissioners candidates containing at least:

a statement that the Stock Exchange Board of Commissioners candidate has met the provisions as referred to in Articles 31 and 32;
a statement regarding the existence or non-existence of Affiliation relationships between the Stock Exchange Board of Commissioners candidate and Exchange Members, Issuers, or Public Companies whose securities are listed on the Stock Exchange;
willingness to unconditionally follow the competence and propriety assessment process conducted by the Financial Services Authority; and
willingness to be selected as Stock Exchange Board of Commissioners members and to cooperate as best as possible with other Stock Exchange Board of Commissioners members and Stock Exchange Board of Directors members in carrying out orderly, fair, and efficient Stock Exchange activities;
e. Police Record Certificate; f. answers to questions as contained in the Appendix which is an integral part of this Financial Services Authority Regulation; g. latest color photos size 10x15 cm with red background totaling 3 (three) sheets; and h. letter of statement regarding the process of searching, selecting, and examining Stock Exchange Board of Commissioners candidates from the Group of Exchange Members as referred to in Article 33 paragraph (1), including recommendations regarding remuneration if the Stock Exchange Board of Commissioners candidate is appointed as a Board of Commissioners member, stating that the process was conducted professionally and there are no other interests including interests due to Affiliation relationships, other than solely for the interests of the Stock Exchange specifically and the Capital Market in general.

(2) The submission of Stock Exchange Board of Commissioners candidate names by the Group of Exchange Members as referred to in Article 33 paragraphs (1) and (3) along with supporting documents as referred to in paragraph (1) must meet the requirements and be accepted completely by the Financial Services Authority no later than 35 (thirty-five) days before the GMS for the appointment of Stock Exchange Board of Commissioners members.

Fourth Section
Assessment of Competence and Propriety of Stock Exchange Board of Commissioners Candidates

Article 35
(1) Each Stock Exchange Board of Commissioners candidate submitted must undergo a competence and propriety assessment conducted by the Competence and Propriety Assessment Committee.
(2) Members of the Competence and Propriety Assessment Committee as referred to in paragraph (1) consist of 5 (five) people, including a Deputy Commissioner as chairman concurrently serving as a member, and 4 (four) officials at the level of director at minimum as members. (3) Each implementation of the competence and propriety assessment must be attended by at least 3 (three) members of the Competence and Propriety Assessment Committee. (4) The Competence and Propriety Assessment Committee conducts the competence and propriety assessment of Stock Exchange Board of Commissioners candidates through at least administrative research and interviews, and/or presentation requests. (5) In conducting the competence and propriety assessment of Stock Exchange Board of Commissioners candidates, the Competence and Propriety Assessment Committee may be assisted by resource persons with specific expertise from outside the Financial Services Authority.

Article 36
(1) The assessment of competence and propriety is conducted to evaluate whether candidates for members of the Board of Commissioners meet the integrity and competency requirements as referred to in Article 31 and Article 32.
(2) The Competence and Propriety Assessment Committee, in conducting the assessment of competence and propriety of candidates for members of the Board of Commissioners of the Stock Exchange, must pay attention to the composition of candidates for members of the Board of Commissioners of the Stock Exchange as referred to in Article 32.

Article 37
The Financial Services Authority has the authority to stop the nomination process for candidates for members of the Board of Commissioners of the Stock Exchange if the candidate is undergoing legal proceedings.

Article 38
The Head of the Capital Market Supervisory Executive determines the candidates for members of the Board of Commissioners of the Stock Exchange by considering the results of the competence and propriety assessment conducted by the Competence and Propriety Assessment Committee.

Article 39
(1) In the event that there are no candidates for members of the Board of Commissioners of the Stock Exchange selected from the results of the competence and propriety assessment as referred to in Article 35 paragraph (4), for one (1) or more positions of members of the Board of Commissioners, the Financial Services Authority submits to each group of Stock Exchange Members as referred to in Article 33 paragraph (1) to submit other candidates for members of the Board of Commissioners of the Stock Exchange for the position where the candidate has not been selected by the Financial Services Authority in the competence and propriety assessment process, at the latest 14 (fourteen) days after the application meets the requirements and is received completely by the Financial Services Authority.

(2) The Group of Stock Exchange Members as referred to in Article 33 paragraph (1) may submit other candidates for members of the Board of Commissioners of the Stock Exchange for the position where the candidate has not been selected by the Financial Services Authority as referred to in paragraph (1) to the Financial Services Authority at the latest 14 (fourteen) days before the General Meeting of Shareholders for the appointment of members of the Board of Commissioners of the Stock Exchange, by fulfilling the provisions in Article 31, Article 32, Article 33, and Article 34 paragraph (1). (3) The Financial Services Authority conducts an assessment of competence and propriety on other candidates for members of the Board of Commissioners of the Stock Exchange as referred to in paragraph (2).

Article 40
(1) If all documents as referred to in Article 34 paragraph (1) are complete and meet the requirements, the Financial Services Authority submits the list of selected candidates for members of the Board of Commissioners of the Stock Exchange along with photocopies of the candidates' documents to the Board of Directors of the Stock Exchange at the latest 7 (seven) days before the General Meeting of Shareholders for the appointment of members of the Board of Commissioners of the Stock Exchange. (2) The Board of Directors of the Stock Exchange is required to submit to all shareholders the list of candidates for members of the Board of Commissioners of the Stock Exchange along with complete photocopies of the documents at the latest 1 (one) working day after receiving the list of candidates for members of the Board of Commissioners from the Financial Services Authority. (3) The list of candidates for members of the Board of Commissioners along with complete photocopies of the documents as referred to in paragraph (2) must be available and accessible to shareholders and the public.

Fifth Section
General Meeting of Shareholders and Procedures for the Appointment of Members of the Board of Commissioners

Article 41
(1) Announcements regarding the convening of the General Meeting of Shareholders for the appointment of members of the Board of Commissioners of the Stock Exchange are made at the latest 14 (fourteen) days before the convening of the General Meeting of Shareholders, containing at least the plan for the appointment of members of the Board of Commissioners of the Stock Exchange. (2) The convening of the General Meeting of Shareholders for the appointment of members of the Board of Commissioners of the Stock Exchange is made at the latest 14 (fourteen) days before the said General Meeting of Shareholders, not counting the date of convening and the date of the General Meeting of Shareholders, containing at least the plan for the appointment of members of the Board of Commissioners of the Stock Exchange.

Article 42
(1) The appointment of members of the Board of Commissioners of the Stock Exchange is carried out by the General Meeting of Shareholders based on the candidates for members of the Board of Commissioners selected by the Financial Services Authority as referred to in Article 40 paragraph (1). (2) The procedure for the appointment of candidates for members of the Board of Commissioners of the Stock Exchange as referred to in paragraph (1) also applies to the appointment of candidates for members of the Board of Commissioners of the Stock Exchange to fill vacant positions of members of the Board of Commissioners of the Stock Exchange or to add candidates for members of the Board of Commissioners of the Stock Exchange. (3) The General Meeting of Shareholders to appoint members of the Board of Commissioners of the Stock Exchange must be led by the Chief Director or one of the members of the Board of Directors in the event the Chief Director is unable to attend.

Sixth Section
Positions of Members of the Board of Commissioners

Article 43
The term of office of members of the Board of Commissioners of the Stock Exchange is 3 (three) years calculated from the General Meeting of Shareholders for the appointment of members of the Board of Commissioners of the Stock Exchange until the closure of the General Meeting of Shareholders in the third year, and may only be reappointed for 1 (one) term of office with the following provisions:
a. if a member of the Board of Commissioners of the Stock Exchange is appointed to fill a vacant position of a member of the Board of Commissioners of the Stock Exchange and/or there is an addition of new members of the Board of Commissioners of the Stock Exchange, the term of office of that member of the Board of Commissioners of the Stock Exchange applies for the remainder of the term of office of the currently serving member of the Board of Commissioners of the Stock Exchange; b. the calculation of 1 (one) term of office for a member of the Board of Commissioners of the Stock Exchange is if the person concerned serves for at least 2/3 (two-thirds) of the term of office of the Board of Commissioners of the Stock Exchange; and
c. the total term of office of members of the Board of Commissioners on the Stock Exchange, Clearing and Guarantee Institution, and Custody and Settlement Institution is at most 3 (three) terms of office.

Article 44
(1) In the event that a member of the Board of Commissioners of the Stock Exchange no longer meets the requirements as referred to in Article 31 and Article 32, the following provisions apply:
a. the member of the Board of Commissioners of the Stock Exchange concerned must be replaced within a period of at the latest 3 (three) months since the person concerned is declared by the Financial Services Authority to no longer meet the requirements; b. the Group of Stock Exchange Members meeting the requirements as referred to in Article 33 paragraph (1) must immediately submit a candidate for replacement of the member of the Board of Commissioners of the Stock Exchange to the Financial Services Authority in accordance with the procedure as referred to in Article 33 and Article 34; and
c. the candidate for replacement member of the Board of Commissioners of the Stock Exchange must fulfill the provisions of Article 31 and Article 32.
(2) In the event that there is a vacant position of a member of the Board of Commissioners of the Stock Exchange, the Board of Directors of the Stock Exchange is required to report to the Financial Services Authority at the latest 5 (five) working days since it is known by the Board of Directors of the Stock Exchange. (3) In filling the position of a member of the Board of Commissioners of the Stock Exchange to replace a vacant member of the Board of Commissioners of the Stock Exchange and/or the need for additional new members of the Board of Commissioners, the following provisions apply:
a. the replacement or addition of members of the Board of Commissioners of the Stock Exchange must fulfill the provisions as regulated in Article 31 to Article 34; b. the candidate for member of the Board of Commissioners of the Stock Exchange to be submitted must be willing to cooperate with and not obtain objection from the existing members of the Board of Commissioners; and
c. The addition of new members of the Board of Commissioners of the Stock Exchange must pay attention to the provisions of Article 31 and its implementation must fulfill the provisions of Article 32 to Article 35.
(4) The Financial Services Authority may determine that the vacant position of a member of the Board of Commissioners of the Stock Exchange as referred to in paragraph (2) does not need to be filled after considering the development of activities and operations of the Stock Exchange.

(5) The time limit for the replacement of members of the Board of Commissioners of the Stock Exchange as referred to in paragraph (1) may be determined otherwise by the Financial Services Authority.

Article 45
The term of office of members of the Board of Commissioners of the Stock Exchange ends automatically if:
a. losing Indonesian citizenship; b. incapable of performing legal acts;
c. declared bankrupt or becoming a member of the Board of Commissioners or a member of the Board of Directors who is declared guilty or partly guilty causing a company to be declared bankrupt;
d. sentenced for proven criminal acts; e. permanently unable to attend; f. deceased; and/or g. the term of office ends.

Article 46
Members of the Board of Commissioners of the Stock Exchange may be dismissed from their position by the Financial Services Authority if:
a. lacking good ethics and morality; b. committing disgraceful acts in the financial services sector;
c. committing material violations of regulations in the financial services sector;
d. lacking commitment to the development of the Stock Exchange; and/or e. failing or being incapable of performing duties.

Article 47
The Board of Commissioners of the Stock Exchange is required to hold meetings at least once a month, led by the Chief Commissioner or one of the members of the Board of Commissioners in the event the Chief Commissioner is unable to attend.

Article 48
The Board of Commissioners of the Stock Exchange, in carrying out its duties, may form an Audit Committee and a Remuneration Committee, with the following provisions:
a. the chairman of the Audit Committee and the chairman of the Remuneration Committee are one of the members of the Board of Commissioners of the Stock Exchange; b. the Audit Committee is tasked with providing independent professional opinions to the Board of Commissioners of the Stock Exchange regarding reports or matters submitted by the Board of Directors to the Board of Commissioners of the Stock Exchange and identifying matters requiring the attention of the Board of Commissioners of the Stock Exchange; and
c. members of the Audit Committee must have expertise and experience in the fields of law, accounting, or finance.

Article 49
Members of the Board of Commissioners of the Stock Exchange are given honorariums in amounts proposed or recommended by the Group of Stock Exchange Members as referred to in Article 33 paragraph (2) letter c, considering the proposal of the Remuneration Committee (if any), before the implementation of the General Meeting of Shareholders for the appointment of members of the Board of Commissioners of the Stock Exchange.

Article 50
Honorariums for members of the Board of Commissioners of the Stock Exchange as referred to in Article 49 must receive approval and be determined by the General Meeting of Shareholders.

Article 51
Members of the Board of Commissioners of the Stock Exchange who no longer serve as members of the Board of Commissioners of the Stock Exchange for any reason are not entitled to receive honorariums from the Stock Exchange, except for rights to compensation or service awards as long as approved by the General Meeting of Shareholders, with the provision that the amount of said compensation or service awards is not greater than the amount of honorariums from the remaining term of office.

CHAPTER IV
SANCTION PROVISIONS

Article 52
(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 being preceded by the imposition of administrative sanctions in the form of a written warning as referred to in paragraph (1) letter a. (3) Administrative sanctions in the form of a fine as referred to in paragraph (1) letter b may be imposed separately or together with the imposition of administrative sanctions as referred to in paragraph (1) letter c, letter d, letter e, letter f, or letter g.

Article 53
In addition to administrative sanctions as referred to in Article 52 paragraph (1), the Financial Services Authority may take certain actions against any party that violates the provisions of this Financial Services Authority Regulation.

CHAPTER V
TRANSITIONAL PROVISIONS

Article 54
In the event that there is an application for filling positions of members of the Board of Directors and members of the Board of Commissioners of the Stock Exchange to replace entirely, fill vacant positions of members of the Board of Directors and members of the Board of Commissioners who do not meet requirements, or add members of the Board of Directors and members of the Board of Commissioners of the Stock Exchange before this Financial Services Authority Regulation comes into force, the procedure for submitting applications for members of the Board of Directors and members of the Board of Commissioners of the Stock Exchange follows the provisions of regulations in the Capital Market sector regulating the Board of Directors and Board of Commissioners that were in force at the time of the application.

CHAPTER VI
CLOSING PROVISIONS

Article 55
At the time this Financial Services Authority Regulation comes into force:

Decision of the Chairman of the Capital Market and Financial Institution Supervisory Board Number: Kep-54/BL/2012 dated 24 February 2012 regarding Stock Exchange Directors, along with Regulation Number III.A.3 which is its attachment; and
Decision of the Chairman of the Capital Market and Financial Institution Supervisory Board Number: Kep-106/BL/2008 dated 10 April 2008 regarding Stock Exchange Commissioners, along with Regulation Number III.A.12 which is its attachment,
are revoked and declared invalid.

Article 56
This Financial Services Authority Regulation comes into force on the date of its promulgation.

In order that everyone knows it, it is ordered to promulgate this Financial Services Authority Regulation by placing it in the State Gazette of the Republic of Indonesia.

Determined in Jakarta on 20 December 2016
CHAIRMAN OF THE BOARD OF COMMISSIONERS
FINANCIAL SERVICES AUTHORITY, signed
MULIAMAN D. HADAD

Promulgated in Jakarta on 28 December 2016
MINISTER OF LAW AND HUMAN RIGHTS
REPUBLIC OF INDONESIA, signed
YASONNA H. LAOLY

STATE GAZETTE OF THE REPUBLIC OF INDONESIA YEAR 2016 NUMBER 312 A copy in accordance with the original Director of Law 1 Department of Law signed Yuliana

EXPLANATION
OF
FINANCIAL SERVICES AUTHORITY REGULATION
NUMBER 58 /POJK.04/2016
REGARDING
THE BOARD OF DIRECTORS AND BOARD OF COMMISSIONERS OF THE STOCK EXCHANGE

I. GENERAL
That with the implementation of Law Number 21 of 2011 regarding the Financial Services Authority which establishes the authority to regulate and supervise activities in the field of financial services including the Capital Market shifting from the Capital Market and Financial Institution Supervisory Board to the Financial Services Authority, the Financial Services Authority has an interest in ensuring that the Capital Market remains organized, fair, transparent, and efficient. To realize this, it is necessary to improve the provisions that apply to every Party conducting activities in the Capital Market, one of which is the Stock Exchange established to conduct and provide systems and/or facilities for the trading of Securities. In order to improve good corporate governance of the Stock Exchange and global competitiveness, it is necessary for the Board of Directors and Commissioners of the Stock Exchange to have high competence and integrity and meet the requirements as stipulated in applicable regulations. Regulations regarding members of the Board of Directors of the Stock Exchange are currently regulated in Capital Market and Financial Institution Supervisory Board Regulation Number III.A.3 regarding Stock Exchange Directors, attachment of the Decision of the Chairman of the Capital Market and Financial Institution Supervisory Board Number Kep-54/BL/2012 dated 24 February 2012 (Regulation Number III.A.3 regarding Stock Exchange Directors), while regulations regarding members of the Board of Commissioners of the Stock Exchange are regulated in Capital Market and Financial Institution Supervisory Board Regulation Number III.A.12 regarding Stock Exchange Commissioners, attachment of the Decision of the Chairman of the Capital Market and Financial Institution Supervisory Board Number Kep-106/BL/2008 dated 10 April 2008 (Regulation Number III.A.12 regarding Stock Exchange Commissioners). Considering this, it is necessary to make changes and merge the Capital Market and Financial Institution Supervisory Board Regulation Number III.A.3 regarding Stock Exchange Directors and the Capital Market and Financial Institution Supervisory Board Regulation Number III.A.12 regarding Stock Exchange Commissioners by establishing a Financial Services Authority Regulation regarding the Board of Directors and Board of Commissioners of the Stock Exchange.

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

Article 2
Paragraph (1)
It is clear enough.
Paragraph (2)
Letter a
What is meant by "final decision" is a decision determined by the Chief Director of the Stock Exchange in the event of a difference of opinion between members of the Board of Directors of the Stock Exchange so that the Board of Directors meeting of the Stock Exchange cannot make a decision, then the decision will be determined by the Chief Director. The decision determined by the Chief Director is one of the two or more opinions presented in the Board of Directors meeting of the Stock Exchange. Letter b It is clear enough.

Paragraph (3)
Letter a
Number 1
In practice, "delisting" is commonly referred to as delisting.
Number 2
It is clear enough.
Number 3
It is clear enough.
Number 4
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
It is clear enough.
Letter g
It is clear enough.
Letter h
It is clear enough.

Article 3
Paragraph (1)
It is clear enough.
Paragraph (2)
It is clear enough.
Paragraph (3)
At the time this Financial Services Authority Regulation comes into force, the regulation in the Capital Market sector regulating Stock Exchange Licensing that is in force is Regulation Number III.A.1, attachment of the Decision of the Chairman of the Capital Market Supervisory Board Number Kep-02/PM/1996 dated 17 January 1996 regarding Stock Exchange Licensing. Paragraph (4) It is clear enough. Paragraph (5) It is clear enough. Paragraph (6) It is clear enough. Paragraph (7) It is clear enough.

Article 4
It is clear enough.

Article 5
Letter a
Number 1
It is clear enough.
Number 2
It is clear enough.
Number 3
It is clear enough.
Number 4
What is meant by "criminal act" is:

criminal acts in the Financial sector, namely criminal acts in the Banking sector, criminal acts in the Capital Market sector, and criminal acts in the Non-Bank Financial Industry sector that are proven to have been committed in the last 20 (twenty) years before nomination;
special criminal acts, namely criminal acts other than those regulated in the Criminal Code with a penalty of imprisonment of 1 (one) year or more, at least: corruption; narcotics/psychotropics; smuggling; customs; excise; human trafficking; illegal arms trade; terrorism; counterfeiting money; in the tax sector; in the forestry sector; in the environmental sector; in the marine and fisheries sector that are proven to have been committed in the last 20 (twenty) years before nomination;
criminal acts, namely criminal acts contained in the Criminal Code with a penalty of imprisonment of 1 (one) year or more that are proven to have been committed in the last 10 (ten) years before nomination.
The assessment of the criteria in this number is conducted at least based on information obtained by the Financial Services Authority or information known to the public, that the person concerned has been sentenced for committing criminal acts in the financial sector or special criminal acts in the last 20 (twenty) years before nomination or has been sentenced for committing criminal acts in the last 10 (ten) years before nomination. What is meant by "before nomination" is calculated from the date the application for the submission of the name of the candidate for members of the Board of Directors of the Stock Exchange is received completely by the Financial Services Authority. Number 5 It is clear enough. Number 6 It is clear enough. Number 7 It is clear enough. Letter b It is clear enough.

Article 6
Letter a
In the event that candidates for the Board of Directors of the Stock Exchange consist of 4 (four) people and after the composition of the Board of Directors of the Stock Exchange meets the experience requirements as referred to in Article 6 letter a, then other candidate members of the Board of Directors of the Stock Exchange are still required to meet the requirements as referred to in Article 6 letter a. Letter b In the event that candidates for the Board of Directors of the Stock Exchange consist of 5 (five) people and after the composition of the Board of Directors of the Stock Exchange meets the experience requirements as referred to in Article 6 letter b, other candidate members are still required to meet the requirements as referred to in Article 6 letter b. Letter c It is clear enough.

Article 7
It is clear enough.

Article 8
Paragraph (1)
Letter a
The period of the last 12 (twelve) months is the last 12 (twelve) months until 1 (one) month before submission to the Financial Services Authority.
Letter b
It is clear enough.
Paragraph (2)
Letter a
It is clear enough.
Letter b
It is clear enough.
Letter c
Recommendations for salary and other benefits for candidates for members of the Board of Directors of the Stock Exchange are determined based on feasibility that is generally applicable for each position of members of the Board of Directors of the Stock Exchange according to their duties and responsibilities based on the expertise and experience of each candidate for members of the Board of Directors of the Stock Exchange. Paragraph (3) It is clear enough. Paragraph (4) It is clear enough.

Article 9
It is clear enough.

Article 10
It is clear enough.

Article 11
It is clear enough.

Article 12
What is meant by legal process in this paragraph is the investigation or trial process (including appeal and cassation) in criminal cases that include:

criminal acts in the financial sector, namely criminal acts in the Banking sector, in the Capital Market sector and in the Non-Bank Financial Industry sector.
special criminal acts, namely criminal acts other than those regulated in the Criminal Code with a penalty of imprisonment of 1 (one) year or more, at least: corruption; narcotics/psychotropics; smuggling; customs; excise; human trafficking; illegal arms trade; terrorism; counterfeiting money; in the tax sector; in the forestry sector; in the environmental sector; in the marine and fisheries sector;
criminal acts, namely criminal acts contained in the Criminal Code with a penalty of imprisonment of 1 (one) year or more.

Article 13
It is clear enough.

Article 14
It is clear enough.

Article 15
It is clear enough.

Article 16
It is clear enough.

Article 17
It is clear enough.

Article 18
It is clear enough.

Article 19
It is clear enough.

Article 20
It is clear enough.

Article 21
It is clear enough.

Article 22
It is clear enough.

Article 23
It is clear enough.

Article 24
Letter a
It is clear enough.
Letter b
It is clear enough.
Letter c
Proof of bankruptcy is based on a commercial court decision.
Letter d
What is meant by "criminal act" is:

criminal acts in the financial sector, namely criminal acts in the Banking sector, criminal acts in the Capital Market sector, and criminal acts in the Non-Bank Financial Industry sector;
special criminal acts, namely criminal acts other than those regulated in the Criminal Code with a penalty of imprisonment of 1 (one) year or more, at least: corruption; narcotics/psychotropics; smuggling; customs; excise; human trafficking; illegal arms trade; terrorism; counterfeiting money; in the tax sector; in the forestry sector; in the environmental sector; in the marine and fisheries sector; and
criminal acts, namely criminal acts contained in the Criminal Code with a penalty of imprisonment of 1 (one) year or more.
Letter e
What is meant by "permanently unable to attend" is at least permanent illness resulting in inability to perform work activities, proven by a doctor's certificate.
Letter f
It is clear enough.
Letter g
It is clear enough.

Article 25
It is clear enough.

Article 26
It is clear enough.

Article 27
It is clear enough.

Article 28
It is clear enough.

Article 29
It is clear enough.

Article 30
Clearly stated.

Article 31
Letter a
Number 1
Clearly stated.
Number 2
Clearly stated.
Number 3
Clearly stated.
Number 4
What is meant by "criminal offense" is:

financial crimes, namely crimes in the Banking sector, Capital Market sector, and Non-Bank Financial Industry sector that are proven to have been committed within the last 20 (twenty) years prior to nomination;
special crimes, namely crimes other than those regulated in the Criminal Code with a penalty of imprisonment of 1 (one) year or more, at least: corruption; narcotics/psychotropics; smuggling; customs; excise; human trafficking; illegal weapons trade; terrorism; counterfeiting money; in the tax sector; in the forestry sector; in the environmental sector; in the maritime and fisheries sector that are proven to have been committed within the last 20 (twenty) years prior to nomination;
felonies, namely crimes recorded in the Criminal Code with a penalty of imprisonment of 1 (one) year or more that are proven to have been committed within the last 10 (ten) years prior to nomination.

The assessment of the criteria in this letter is conducted based on at least information obtained from the Financial Services Authority or information known to the public, that the person concerned has been sentenced for committing financial crimes and special crimes within the last 20 (twenty) years prior to nomination or has been sentenced for committing felonies within the last 10 (ten) years prior to nomination. What is meant by "before nomination" is counted from the date the application for the submission of the name of the candidate for the Stock Exchange Board of Members is received in complete by the Financial Services Authority.

Number 5
Clearly stated.
Number 6
Clearly stated.
Number 7
Clearly stated.
Letter b
Clearly stated.

Article 32
Clearly stated.

Article 33
Paragraph (1)
Letter a
The last 12 (twelve) months period is the last 12 (twelve) months up to 1 (one) month before submission to the Financial Services Authority.
Letter b
Clearly stated.
Paragraph (2)
Letter a
Clearly stated.
Letter b
Clearly stated.
Letter c
Remuneration recommendations for candidates for the Stock Exchange Board of Commissioners must be determined based on general feasibility for each member of the Stock Exchange Board of Commissioners according to their duties and responsibilities based on the skills and experience of each candidate for the Stock Exchange Board of Commissioners. Paragraph (3) Clearly stated. Paragraph (4) Clearly stated.

Article 34
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Article 35
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Article 36
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Article 37
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Article 38
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Article 39
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Article 40
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Article 41
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Article 42
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Article 43
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Article 44
Clearly stated.

Article 45
Letter a
Clearly stated.
Letter b
Clearly stated.
Letter c
Clearly stated.
Letter d
What is meant by "criminal offense" is:

financial crimes, namely crimes in the Banking sector, Capital Market sector, and Non-Bank Financial Industry sector;
special crimes, namely crimes other than those regulated in the Criminal Code with a penalty of imprisonment of 1 (one) year or more, at least: corruption; narcotics/psychotropics; smuggling; customs; excise; human trafficking; illegal weapons trade; terrorism; counterfeiting money; in the tax sector; in the forestry sector; in the environmental sector; in the maritime and fisheries sector; and
felonies, namely crimes recorded in the Criminal Code with a penalty of imprisonment of 1 (one) year or more.

Letter e
What is meant by "permanent disability" is at least permanent illness resulting in the inability to perform work activities, proven by a doctor's certificate.
Letter f
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Letter g
Clearly stated.

Article 46
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Article 47
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Article 48
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Article 49
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Article 50
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Article 51
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Article 52
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Article 53
Clearly stated.

Article 54
At the time this Financial Services Authority regulation comes into force, the existing legislation in the Capital Market sector regulating the Board of Directors and Board of Commissioners in force are:

Regulation Number III.A.3, appendix of the Decision of the Chairman of the Capital Market and Financial Institution Supervisory Board Number Kep-54/BL/2012 dated February 24, 2012 regarding Stock Exchange Directors; and
Regulation Number III.A.12, appendix of the Decision of the Chairman of the Capital Market and Financial Institution Supervisory Board Number Kep-106/BL/2012 dated April 10, 2008 regarding Stock Exchange Commissioners.

Article 55
Clearly stated.

Article 56
Clearly stated.

SUPPLEMENT TO THE GAZETTE OF THE REPUBLIC OF INDONESIA NUMBER 6000 ---

POJK on the Board of Directors and Board of Commissioners of a Stock Exchange

Lineage: In force